$108.5M Luminar Semiconductor deal closes at Quantum Computing Inc. (NASDAQ: QUBT)
Quantum Computing Inc. filed an amended report to add full financial statements and unaudited pro forma data for its acquisition of Luminar Semiconductor, Inc. (LSI). The company agreed to buy all LSI shares for a cash purchase price of $110.0 million, adjusted to $108.5 million, with $97.5 million paid at closing and $11.0 million held in escrow until February 2, 2027. Preliminary purchase accounting assigns $86.5 million to goodwill and $13.5 million to intangible assets. LSI generated $29.8 million of 2025 revenue and a net loss of $11.8 million, while the pro forma combined 2025 revenue is $30.5 million with a net loss of $32.0 million. LSI had total assets of $29.4 million and a stockholders’ deficit of $60.8 million as of December 31, 2025.
Positive
- None.
Negative
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8-K Event Classification
Key Figures
Key Terms
unaudited pro forma condensed combined financial information financial
acquisition method of accounting financial
goodwill financial
impairment charges financial
contract assets financial
right-of-use assets financial
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FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
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area code (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
This amendment No. 1 to Current Report on Form 8-K amends the Current Report on Form 8-K filed by Quantum Computing Inc. (the “Company”) with the Securities Exchange Commission (“SEC”) on February 3, 2026, (the “Original Report”). We filed the Original Report to report the Stock Purchase Agreement, dated as of December 15, 2025 (the “Stock Purchase Agreement”) with Luminar Technologies, Inc., a Delaware corporation (the “Seller”) and Luminar Semiconductor, Inc., a Delaware corporation (the “Target”), pursuant to which, subject to the terms and conditions set forth in the Stock Purchase Agreement, the Company agreed to acquire all of the issued and outstanding shares of common stock of the Target from the Seller (the “Transaction”).
This Current Report on Form 8-K/A is being filed by the Company to amend the Original Report solely to provide the financial statement and financial information required by Item 9.01 of Form 8-K that were not filed with the Original Report.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses or Funds Acquired |
The consolidated balance sheets of Luminar Semiconductor, Inc. and subsidiaries as of December 31, 2025 and December 31, 2024 and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years ended December 31, 2025 and December 31, 2024 and the auditor’s report required by this Item 9.01(a) are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
| (b) | Pro Forma Financial Information |
The unaudited pro forma combined financial information required by Item 9.01(b) and the notes related thereto pursuant to Article 11 of Regulation S-X are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 23.1 | Consent of BPM LLP, independent auditors of Luminar Semiconductor, Inc. | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 99.2 | Audited Consolidated Financial Statements of Luminar Semiconductor, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUANTUM COMPUTING INC. | ||
| Date: April 17, 2026 | By: | /s/ Christopher Roberts |
| Christopher Roberts | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
On December 15, 2025, Quantum Computing Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Luminar Technologies, Inc., a Delaware corporation (the “Seller”) and Luminar Semiconductor, Inc. a Delaware corporation (“LSI”), pursuant to which, the Company agreed to acquire all of the issued and outstanding shares of common stock of LSI from the Seller (the “Acquisition”). The Transaction was completed on February 2, 2026 (the “Closing Date”).
The purchase price was $110.0 million in cash, subject to a dollar-for-dollar adjustment to the extent that the working capital at closing is greater or less than the target working capital of $8.1 million. The consideration paid by the Company at closing consisted of approximately $97.5 million in cash, along with the $11.0 million of funds that were placed with an escrow agent in connection with the signing of the Stock Purchase Agreement. The escrowed amount will remain with the escrow agent to cover certain limited indemnification obligations of the Seller pursuant to the Stock Purchase Agreement until February 2, 2027.
The Acquisition will be accounted for under the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 805, Business Combinations, with the Company representing the accounting acquirer under this guidance. The unaudited proforma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X, as amended by Securities and Exchange Commission Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses, and are presented to illustrate the estimated effects of the Acquisition.
The unaudited proforma condensed combined balance sheet is presented as if the transaction had occurred on December 31, 2025 and the unaudited proforma condensed combined statement of operations are presented to give effect to the merger as if it occurred on January 1, 2025.
The estimated purchase price of the Acquisition will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the Closing Date. Any excess value of the estimated consideration transferred over the net assets acquired will be recognized as goodwill. The Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed using information currently available. The finalization of the Company’s purchase accounting assessment may result in changes to the valuation of assets acquired and liabilities assumed, which could have a material impact on the accompanying unaudited proforma condensed combined financial statement presentation.
The unaudited proforma condensed combined financial information, including the notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and LSI’s historical consolidated financial statements included in Exhibit 99.2 of this Current Report on Form 8-K/A. Assumptions underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma condensed combined financial information.
The unaudited proforma condensed combined financial information is based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited proforma condensed combined financial information and related notes are presented for illustrative purposes only, and do not purport to represent what the actual consolidated combined balance sheet or statement of income would have been had the Acquisition occurred on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position. Additionally, the unaudited proforma condensed combined financial statements do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies that may result from the Acquisition.
QUANTUM COMPUTING INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
(amounts in thousands)
| Quantum Computing Inc. as of December 31, 2025 |
Luminar Semiconductor, Inc. as of December 31, 2025 |
Transaction Adjustments |
Other Proforma Adjustments |
Proforma condensed combined as of December 31, 2025 |
| |||||||||||||||||
| ASSETS | ||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||
| Cash and cash equivalents | $ | 737,880 | $ | 11,834 | $ | (109,333 | ) | 2a | $ | - | $ | 640,381 | ||||||||||
| Accounts receivable, net of allowance for expected credit losses | 519 | 4,026 | (402 | ) | 2d | - | 4,143 | |||||||||||||||
| Inventory | 352 | 3,455 | (385 | ) | 2d | - | 3,422 | |||||||||||||||
| Short term investments | 379,421 | - | - | - | 379,421 | |||||||||||||||||
| Accrued interest receivable | 3,634 | - | - | - | 3,634 | |||||||||||||||||
| Contract assets | - | 1,343 | (395 | ) | 2d | 948 | ||||||||||||||||
| Prepaid expenses and other current assets | 11,914 | 154 | (11,000 | ) | 2b | - | 1,068 | |||||||||||||||
| Total current assets | 1,133,720 | 20,812 | (21,515 | ) | - | 1,033,017 | ||||||||||||||||
| Property and equipment, net | 12,971 | 3,324 | (78 | ) | 2d | - | 16,217 | |||||||||||||||
| Operating lease right-of-use assets | 2,353 | 2,031 | 1,038 | 2d | - | 5,422 | ||||||||||||||||
| Intangible assets, net | 6,500 | 3,225 | 10,322 | 2c | - | 20,047 | ||||||||||||||||
| Goodwill | 55,573 | - | 86,502 | 2e | - | 142,075 | ||||||||||||||||
| Long-term investments | 403,121 | - | - | - | 403,121 | |||||||||||||||||
| Accrued interest receivable - long term | 4,551 | - | - | - | 4,551 | |||||||||||||||||
| Other non-current assets | 131 | - | - | - | 131 | |||||||||||||||||
| Total assets | $ | 1,618,920 | $ | 29,392 | $ | (23,731 | ) | $ | - | $ | 1,624,581 | |||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||
| Accounts payable | 778 | 406 | 315 | 2d | - | 1,499 | ||||||||||||||||
| Accrued expenses | 9,135 | 1,049 | (445 | ) | 2d | - | 9,739 | |||||||||||||||
| Deferred revenue and contract liabilities | 395 | 1,444 | (177 | ) | 2d | - | 1,662 | |||||||||||||||
| Other current liabilities | 766 | 1,104 | (191 | ) | 2d | - | 1,679 | |||||||||||||||
| Due to related party | - | 84,794 | (84,794 | ) | 2f | - | - | |||||||||||||||
| Total current liabilities | 11,074 | 88,797 | (85,292 | ) | - | 14,579 | ||||||||||||||||
| - | ||||||||||||||||||||||
| Derivative liability | 7,773 | - | - | - | 7,773 | |||||||||||||||||
| Operating lease liabilities, net of current portion | 1,808 | 1,401 | 755 | 2d | - | 3,964 | ||||||||||||||||
| Total liabilities | 20,655 | 90,198 | (84,537 | ) | - | 26,316 | ||||||||||||||||
| Stockholders’ equity | ||||||||||||||||||||||
| Preferred stock | - | - | - | - | - | |||||||||||||||||
| Common stock | 22 | - | - | - | 22 | |||||||||||||||||
| Additional paid-in capital | 1,816,494 | 45,357 | (45,357 | ) | 2g | - | 1,816,494 | |||||||||||||||
| Accumulated deficit | (219,156 | ) | (106,163 | ) | 106,163 | 2g | - | (219,156 | ) | |||||||||||||
| Accumulated other comprehensive income | 905 | - | - | - | 905 | |||||||||||||||||
| Total stockholders’ equity | 1,598,265 | (60,806 | ) | 60,806 | - | 1,598,265 | ||||||||||||||||
| Total liabilities and mezzanine and stockholders’ equity | $ | 1,618,920 | $ | 29,392 | $ | (23,731 | ) | $ | - | $ | 1,624,581 | |||||||||||
See notes to unaudited proforma condensed combined financial statements
2
QUANTUM COMPUTING INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(amounts in thousands)
| Quantum Computing Inc. Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2025 | Luminar Semiconductor, Inc. Statement of Operations Year Ended December 31, 2025 | Transaction Adjustments | Other Proforma Adjustments | Proforma condensed combined Year Ended December 31, 2025 | ||||||||||||||||||||
| Total revenue | $ | 682 | $ | 29,779 | $ | - | $ | - | $ | 30,461 | ||||||||||||||
| Cost of revenue | 615 | 26,323 | 815 | 2i | (1,389 | ) | 3a | 26,364 | ||||||||||||||||
| Gross profit | 67 | 3,456 | (815 | ) | 1,389 | 4,097 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Research and development | 20,473 | 4,369 | - | (19 | ) | 3a | 24,823 | |||||||||||||||||
| Sales and marketing | 3,431 | 2,813 | (188 | ) | 2i | - | 6,056 | |||||||||||||||||
| General and administrative | 27,240 | 6,773 | 6,431 | 2h,2i | (392 | ) | 3a | 40,052 | ||||||||||||||||
| Impairment charges | - | 4,842 | - | (4,842 | ) | 3b | - | |||||||||||||||||
| Total operating expenses | 51,144 | 18,797 | 6,243 | (5,253 | ) | 70,931 | ||||||||||||||||||
| (Loss) Income from operations | (51,077 | ) | (15,341 | ) | (7,057 | ) | 6,642 | (66,833 | ) | |||||||||||||||
| Non-operating income (expenses) | ||||||||||||||||||||||||
| Interest and other income, net | 20,718 | 2,480 | - | - | 23,198 | |||||||||||||||||||
| Interest expense | (65 | ) | - | - | - | (65 | ) | |||||||||||||||||
| Change in fair value of derivative liability | 11,750 | - | - | - | 11,750 | |||||||||||||||||||
| (Loss) Income before income tax provision | (18,674 | ) | (12,861 | ) | (7,057 | ) | 6,642 | (31,950 | ) | |||||||||||||||
| Provision for (benefit from) tax provision | - | (1,100 | ) | - | 1,100 | 3c | - | |||||||||||||||||
| Net (loss) income | $ | (18,674 | ) | $ | (11,761 | ) | $ | (7,057 | ) | $ | 5,542 | $ | (31,950 | ) | ||||||||||
| Other comprehensive loss: | ||||||||||||||||||||||||
| Unrealized gain on available-for-sale debt securities (net of tax) | 905 | 905 | ||||||||||||||||||||||
| Total comprehensive loss | $ | (17,769 | ) | $ | (31,045 | ) | ||||||||||||||||||
| Loss per share: | ||||||||||||||||||||||||
| Basic and Diluted | $ | (0.11 | ) | $ | (0.19 | ) | ||||||||||||||||||
| Weighted average shares used in computing net loss per common share: | ||||||||||||||||||||||||
| Basic and Diluted | 164,492 | 164,492 | ||||||||||||||||||||||
See notes to unaudited proforma condensed combined financial statements
3
QUANTUM CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
| 1. | Description of transaction: On February 2, 2026 (the “Closing Date”), the Company completed the acquisition of LSI. |
The cash paid at the Closing Date was calculated as follows (in thousands):
| Initial purchase price | $ | 110,000 | ||
| Less adjustments per purchase agreement for working capital and indebtedness | (1,501 | ) | ||
| Adjusted purchase price | 108,499 | |||
| Amount prepaid in December 2025 | (11,000 | ) | ||
| Cash consideration at closing date | $ | 97,499 |
The table below represents the preliminary purchase price allocation for LSI based on estimates, assumptions, valuations and other analyses as of the Closing Date, that have not been finalized in order to make a definitive allocation. Accordingly, the proforma adjustments to allocate the purchase price will remain preliminary until management finalizes the fair values of assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed, and therefore, calculation of goodwill, are dependent upon certain valuation and other studies that have not yet been completed and could differ materially from the amounts presented in the unaudited proforma condensed combined financial statements. The preliminary purchase price is allocated to the tangible and intangible assets and liabilities of LSI based on their estimated fair values, with any excess purchase consideration allocated to goodwill as follows (in thousands):
| Assets acquired: | ||||
| Cash and cash equivalents | $ | - | ||
| Accounts receivable | 3,624 | |||
| Inventory | 3,070 | |||
| Prepaid expenses and other current assets | 1,102 | |||
| Property and equipment, net | 3,246 | |||
| Operating lease right-of-use assets | 3,069 | |||
| Intangible assets, net | 13,547 | |||
| 27,658 | ||||
| Liabilities assumed: | ||||
| Accounts payable | 721 | |||
| Accrued expenses | 604 | |||
| Deferred revenue and contract liabilities | 1,267 | |||
| Other current liabilities | 913 | |||
| Operating lease liabilities, net of current portion | 2,156 | |||
| 5,661 | ||||
| Total identifiable net assets acquired | 21,997 | |||
| Goodwill | 86,502 | |||
| Preliminary purchase price | $ | 108,499 | ||
For purposes of the unaudited proforma condensed combined balance sheet, the Acquisition is assumed to have been completed on December 31, 2025. Since the purchase price was determined based on cash balances and working capital on the Closing Date, the transaction adjustments include adjustments to cash and working capital amounts to remove assets not acquired in the transaction.
4
| 2. | Transaction adjustments: The unaudited proforma condensed combined balance sheet was prepared as if the Acquisition had occurred on December 31, 2025, and the unaudited proforma condensed combined statements of operations and comprehensive loss were prepared as if the Acquisition had occurred on January 1, 2025, and reflect the following adjustments: |
| a. | To record the cash consideration paid at Closing of $97.5 million and adjust cash to the balance at the Closing Date for the $11.8 million not acquired. |
| b. | To adjust for the $11.0 million portion of the purchase price prepaid in December 2025. |
| c. | To eliminate the historical book value of LSI’s intangible assets as of December 31, 2025 and record acquired identifiable intangibles of $13.5 million consisting of Developed Technology, Customer Relationships and Tradename. |
| d. | To adjust the historical book value of LSI’s assets and liabilities as of December 31, 2025 when the historical book value is different than the fair value on the Closing Date. |
| e. | To record the goodwill of $86.5 million representing the purchase price in excess of total identifiable net assets acquired. |
| f. | In conjunction with the Acquisition, the Seller forgave the related party payable of $84.8 million as of December 31, 2025. |
| g. | To eliminate LSI’s historical common stock and accumulated deficit. |
| h. | To record transaction expenses of $6.6 million incurred after the proforma balance sheet date. |
| i. | To record additional amortization expense resulting from purchase accounting. |
| 3. | Other proforma adjustments: The following adjustments reflect nonrecurring items that will not recur beyond twelve months. |
| a. | To adjust for the $1.8 million payment made by LSI in 2025 in final settlement of a prior acquisition. The amount was expensed during the year end December 31, 2025. |
| b. | To adjust for impairment charges incurred by LSI during the year ended December 31, 2025. |
| c. | To adjust for the deferred tax benefit recorded by LSI during the year ended December 31, 2025 that was related to correcting a prior period deferred tax liability. |
5
Exhibit 99.2
LUMINAR SEMICONDUCTOR, INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended
December 31, 2025 and 2024
TABLE OF CONTENTS
| Independent Auditors’ Report | 1-2 |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Operations | 4 |
| Consolidated Statements of Stockholders’ Equity (Deficit) | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Notes to Consolidated Financial Statements | 7-22 |
Independent auditors’ report
To the stockholders and the Board of Directors of
Luminar Semiconductor, Inc.
Opinion
We have audited the consolidated financial statements of Luminar Semiconductor, Inc. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“U.S. GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.
1
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with U.S. GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with U.S. GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
/s/ BPM LLP
San Jose, California
April 17, 2026
2
LUMINAR SEMICONDUCTOR, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(in thousands)
| ASSETS | 2025 | 2024 | ||||||
| Current Assets | ||||||||
| Cash | $ | 11,834 | $ | 11,060 | ||||
| Accounts Receivable, Net | 4,026 | 6,085 | ||||||
| Inventories | 3,455 | 3,894 | ||||||
| Contract Assets | 1,343 | 2,409 | ||||||
| Prepaid Expenses and Other Current Assets | 154 | 605 | ||||||
| Total Current Assets | 20,812 | 24,053 | ||||||
| Property and Equipment, Net | 3,324 | 4,917 | ||||||
| Other Assets | ||||||||
| Operating Lease Assets, Net | 2,031 | 3,403 | ||||||
| Intangible Assets, Net | 3,225 | 6,366 | ||||||
| Goodwill | - | 2,244 | ||||||
| Total Other Assets | 5,256 | 12,013 | ||||||
| Total Assets | $ | 29,392 | $ | 40,983 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | 406 | 409 | ||||||
| Accrued Expenses | 1,049 | 3,336 | ||||||
| Current Portion of Operating Lease Liabilities | 1,104 | 1,121 | ||||||
| Contract Liabilities | 1,444 | 1,687 | ||||||
| Due To Parent | 84,794 | 80,023 | ||||||
| Total Current Liabilities | 88,797 | 86,576 | ||||||
| Deferred Tax Liability | - | 1,100 | ||||||
| Operating Lease Liabilities, Net of Current Portion | 1,401 | 2,352 | ||||||
| Total Liabilities | 90,198 | 90,028 | ||||||
| Stockholders’ Deficit | ||||||||
| Capital | 45,357 | 45,357 | ||||||
| Accumulated Deficit | (106,163 | ) | (94,402 | ) | ||||
| Total Stockholders’ Deficit | (60,806 | ) | (49,045 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 29,392 | $ | 40,983 | ||||
See Notes to Consolidated Financial Statements
3
LUMINAR SEMICONDUCTOR, INC.
CONSOLIDATED statements of OPERATIONS
DECEMBER 31, 2025 AND 2024
(in thousands)
| 2025 | 2024 | |||||||
| Net Revenue | $ | 29,779 | $ | 32,454 | ||||
| Cost of Net Revenue | 26,323 | 23,811 | ||||||
| Gross Profit | 3,456 | 8,643 | ||||||
| Operating Expenses | ||||||||
| Research and Development | 4,369 | 4,562 | ||||||
| Sales and Marketing | 2,813 | 6,238 | ||||||
| General and Administrative | 6,773 | 11,978 | ||||||
| Impairment Charges | 4,842 | 6,647 | ||||||
| Operating Expenses | 18,797 | 29,425 | ||||||
| Loss from Operations | (15,341 | ) | (20,782 | ) | ||||
| Other Income, Net | 2,480 | 1,547 | ||||||
| Net Loss Before Income Taxes | (12,861 | ) | (19,235 | ) | ||||
| Provision for (Benefit From) Income Taxes | (1,100 | ) | 16 | |||||
| Net Loss | $ | (11,761 | ) | $ | (19,251 | ) | ||
See Notes to Consolidated Financial Statements
4
LUMINAR SEMICONDUCTOR, INC.
CONSOLIDATED statements of STOCKHOLDERS’ EQUITY (DEFICIT)
DECEMBER 31, 2025 AND 2024
(in thousands)
| Contributed Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||
| Balances - January 1, 2024 | $ | 40,869 | $ | (75,151 | ) | $ | (34,282 | ) | ||||
| Capital Contribution for Acquisition of EM4 | 4,488 | - | 4,488 | |||||||||
| Net Loss for the Year Ended December 31, 2024 | - | (19,251 | ) | (19,251 | ) | |||||||
| Balances - December 31, 2024 | 45,357 | (94,402 | ) | (49,045 | ) | |||||||
| Net Loss for the Year Ended December 31, 2025 | - | (11,761 | ) | $ | (11,761 | ) | ||||||
| Balances - December 31, 2025 | $ | 45,357 | $ | (106,163 | ) | $ | (60,806 | ) | ||||
See Notes to Consolidated Financial Statements
5
LUMINAR SEMICONDUCTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECEMBER 31, 2025 AND 2024
(in thousands)
| Cash Flows from Operating Activities: | 2025 | 2024 | ||||||
| Net Loss | $ | (11,761 | ) | $ | (19,251 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities: | ||||||||
| Depreciation and Amortization | 2,822 | 2,901 | ||||||
| Provision for Expected Credit Losses | 82 | 111 | ||||||
| Deferred Income Taxes | (1,100 | ) | - | |||||
| Impairment Charges | 4,842 | 6,647 | ||||||
| Amortization of Operating Lease Right-of-Use Assets | 960 | 850 | ||||||
| Gain on EM4 Acquisition | - | (1,752 | ) | |||||
| Stock Based Compensation in Parent Company | 3,881 | 10,513 | ||||||
| Loss from Disposal of Fixed Assets | 61 | - | ||||||
| (Increase) Decrease in: | ||||||||
| Accounts Receivable | 1,977 | (9,653 | ) | |||||
| Inventories | 439 | 389 | ||||||
| Contract Assets | 1,066 | 1,094 | ||||||
| Prepaid Expenses and Other Current Assets | 451 | (41 | ) | |||||
| Increase (Decrease) in: | ||||||||
| Accounts Payable | (4 | ) | (1,193 | ) | ||||
| Accrued Payroll and Other Accrued Expenses | (2,287 | ) | (696 | ) | ||||
| Operating Lease Liabilities | (968 | ) | (790 | ) | ||||
| Contract Liabilities and Deferred Revenue | (243 | ) | (1,699 | ) | ||||
| Due To Related Party | 891 | 14,839 | ||||||
| Net Cash Provided by Operating Activities | 1,109 | 2,269 | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of Property and Equipment | (335 | ) | (361 | ) | ||||
| EM4 Acquisition, Cash Acquired | - | 557 | ||||||
| Net Cash (Used in) Provided by Investing Activities | (335 | ) | 196 | |||||
| Cash Flows from Financing Activities: | ||||||||
| Capital Contributions | - | - | ||||||
| Net Cash From Financing Activities | - | - | ||||||
| Net Increase in Cash | 774 | 2,465 | ||||||
| Cash - Beginning of Year | 11,060 | 8,595 | ||||||
| Cash - End of Year | $ | 11,834 | $ | 11,060 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash Refunds Received for Income Taxes | $ | 150 | - | |||||
| Stock-Based Compensation in Exchange for Due to Parent | 3,881 | 10,513 | ||||||
See Notes to Consolidated Financial Statements
6
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies
Nature of Business
Luminar Semiconductor, Inc., a Delaware corporation, (“LSI”) & Subsidiaries (collectively, the “Company”) is engaged primarily in the design, development, manufacturing, packaging, and development services of photonic components and sub-systems (including semiconductor lasers and photodetectors), application-specific integrated circuits, and pixel-based sensors. The Company’s revenue is derived from customers located in the United States and international markets.
During 2025 and 2024, the Company was wholly owned by Luminar Technologies, Inc. (“Luminar”).
The Company operates three subsidiaries, which are described below.
| ● | Optogration, Inc (“OGI”) manufactures advanced photodetectors with extreme sensitivity, wide dynamic range and high damage threshold for the aerospace and defense, communications and automative industries. |
| ● | Freedom Photonics LLC (“FPH”) manufactures photonic components, modules and subsystems for high performance optical interconnects and fiber optic communications applications. |
| ● | EM4, LLC (“EM4”) was acquired by Luminar in March 2024. EM4 designs, manufactures and sells packaged photonic components and subsystems for aerospace and industrial markets. See Note 3 for further details. |
Principles of Consolidation
The consolidated financial statements include the accounts of LSI and its wholly-owned subsidiaries Optogration, Freedom Photonics, and EM4. All significant intercompany accounts and transactions are eliminated in the consolidation.
Method of Accounting
The Company reports under accounting principles generally accepted in the United States of America on the accrual basis of accounting, which recognizes revenue when earned and expenses when incurred.
Subsequent Events
In January 2026, the outstanding Due to Parent balance of $84.8 million was extinguished and equity for a similar amount was issued to Luminar.
7
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies - Continued
Subsequent Events - Continued
On December 15, 2025, Luminar (the “Seller”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Quantum Computing, Inc. (“QCI”) pursuant to which, subject to the terms and conditions set forth in the Stock Purchase Agreement, QCI agreed to acquire all of the issued and outstanding shares of common stock of the Company from the Seller (the “Transaction”) for a total purchase price of $110.0 million in cash. The Transaction was completed on February 2, 2026.
The Company has evaluated subsequent events from the balance sheet date through April 17, 2026, the date that the consolidated financial statements were available to be issued. There were no subsequent events outside the normal course of business other than described above.
Liquidity
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets, and the satisfaction of liabilities in the normal course of business. We have not achieved a level of revenue adequate to support the Company’s cost structure. Cash and cash equivalents on hand were $11.8 million as of December 31, 2025. The Company has historically incurred losses and as of December 31, 2025, the Company also had an accumulated deficit of $106.2 million and a working capital deficit of $68.0 million. As discussed above, the outstanding Due to Parent balance was extinguished subsequent to December 31, 2025 and the Company was acquired by Quantum Computing, Inc. As a result, the Company has adequate liquidity resources to meet its obligations over the next 12 months.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains certain cash and cash equivalents in bank accounts at United States financial institutions which may at times exceed federally insured limits. The Company has not experienced any losses in such accounts.
Accounts Receivable, Provision and Allowance for Expected Credit Losses
Credit is extended to customers, all on an unsecured basis, on terms that it establishes for individual customers. The Company carries its accounts receivable at net invoice price less an allowance for expected credit losses.
8
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies - Continued
Accounts Receivable, Provision and Allowance for Expected Credit Losses - Continued
The Company estimates expected credit losses for accounts receivable by considering a variety of factors including historical credit loss experience, judgment as to the specific customer’s current ability to pay, and current and forward-looking factors regarding the economic environment. The allowance for expected credit losses is established through a charge to expense. Receivables are charged against the allowance for expected credit losses when management believes that collectability is unlikely. The accounts receivable balances and allowance for expected credit losses are as follows (in thousands):
| 2025 | 2024 | |||||||
| Balance at Beginning of Year | $ | 6,085 | $ | 2,045 | ||||
| Balance at End of Year | $ | 4,026 | $ | 6,085 | ||||
| Allowance for Expected Credit Loss | $ | 193 | $ | 111 | ||||
Inventories
The Company values inventory at the lower of cost or net realizable value. The Company determines the cost of inventory either using the standard-cost or average cost method, which approximates actual costs based on a first-in, first-out method. In assessing the ultimate recoverability of inventory, the Company makes estimates regarding future customer demand, the timing of new product introductions, economic trends, and market conditions. If the actual product demand is significantly lower than forecasted, the Company may be required to record inventory write-downs, which would be charged to cost of net revenue. The Company provides inventory reserves for obsolete or slow-moving inventory based on changes in customer demand and other economic conditions.
Property and Equipment
Property and equipment from acquisitions are recorded at fair value while other property and equipment are recorded at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows:
| Years | |||
| Machinery and equipment | 3 to 9 | ||
| Computer hardware and software | 3 to 5 | ||
| Leasehold improvements | Shorter of useful life or lease term | ||
| Furniture and fixtures | 7 |
Long-Lived Assets
Long-lived assets, including property and equipment, are generally stated at cost. Management reviews its long-lived assets, including right of use assets, for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such events or changes in circumstances are present, the carrying value of the asset is compared to the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.
9
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies - Continued
Long-Lived Assets – Continued
The Company recorded impairment charges related to equipment and operating lease assets of $1.1 million for the year ended December 31, 2025. No impairment charges were recorded for the year ended December 31, 2024. See Note 4 for further discussion.
Intangible Assets
Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from one to ten years. Amortization expense related to developed technology is included in cost of goods sold. Amortization expense related to customer relationships and tradenames are included in sales and marketing expense. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable.
The Company recorded intangible asset impairment of $1.5 million and $3.3 million in the years ended December 31, 2025 and 2024, respectively. See Note 4 for further discussion.
Goodwill
The Company’s goodwill was recorded as a result of the Company’s business combinations. The excess of the purchase price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses that support underlying estimates.
Goodwill is not amortized but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value.
The Company reviews goodwill for impairment annually in its fourth quarter by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.
The Company recorded goodwill impairment of $2.2 million and $3.4 million in the years ended December 31, 2025 and 2024, respectively. See Note 4 for further discussion.
10
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies - Continued
Income Tax
For the years ended December 31, 2025 and 2024, the Company is included in the consolidated federal and certain state income tax returns filed by its parent company, Luminar. As a result, the Company does not file separate income tax returns and does not make tax payments directly to tax authorities. Luminar has not pushed down any tax expense to the Company for the year ended December 31, 2025. During the year ended December 31, 2025, the Company reversed $1.1 million of deferred tax liabilities. The impact of the reversal was recognized in Provision for (Benefit From) Income Taxes.
Research and Development
Research and development costs are charged to operations when incurred.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosures of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of accounts receivable as well as contract assets. Estimated credit losses are provided for in the consolidated financial statements.
Leases
The Company determines if an arrangement is or contains a lease at inception. The Company records right-of-use (“ROU”) assets and lease obligations for material operating leases, which are initially based on the discounted future minimum lease payments over the term of the lease. The Company considers material operating leases to be limited to real property leases with a minimum lease term of 12 or more months (see further discussion below). Where the rate implicit in the Company’s leases is not easily determinable, the Company uses its incremental borrowing rate for the same period of time as the lease term.
Lease term is defined as the non-cancelable period of the lease plus any options to extend the lease when it is reasonably certain that it will be exercised. Leases may also include options to terminate the arrangement or options to purchase the underlying asset. For leases with an initial term of 12 months or less, no ROU assets or lease obligations are recorded on the balance sheet and a short-term lease expense is recognized for these leases on a straight-line basis over the lease term.
11
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 1 Nature of Business and Significant Accounting Policies - Continued
Leases - Continued
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain lease agreements include rental payments adjusted periodically for inflation. The Company is also responsible for certain non-lease costs related to facilities, including utilities, real estate taxes and certain shared operating costs. The Company has elected to separate lease from non-lease components.
Operating lease expense is recognized on a straight-line basis throughout the lease term and is included in cost of goods sold or operating expense, as applicable. Short-term rentals and payments associated with non-lease components are expensed as incurred. See Note 10 for additional lease disclosures.
Stock Based Compensation
The Company’s employees were eligible under Luminar’s restricted stock plan. Under this plan, the restricted stock units (“RSUs”) generally vested over a period up to six years. The fair value of the RSUs is equal to the fair value of Luminar’s common stock at the date of grant. In conjunction with these grants, the Company recognized $3.9 million and $10.5 million of stock-based compensation expense for the years ended December 31, 2025 and 2024, respectively. The corresponding offset was recorded to Due to Related Party on the consolidated balance sheets.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 provide improvements primarily related to the rate reconciliation and income taxes paid information included in income tax disclosures. The Company would be required to qualitatively disclose the nature and effect of the specific categories of rate reconciliation items and individual jurisdictions. In addition, the Company would be required to disclose income taxes paid (net of refunds received) by jurisdiction where the amount is equal to or greater than five percent of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for years beginning after December 15, 2025. We do not believe this ASU will have a material impact on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. FASB issued this amendment to simplify the measurement of expected credit losses for accounts receivable. ASU 2025-05 provides a practical expedient for all entities in developing reasonable and supportable forecasts for estimating expected credit losses whereby the entity can assume the current conditions as of the balance sheet date for the remainder of the life of the asset. In addition, private entities may make an accounting election to consider collection activity after the balance sheet date when estimating expected credit losses. The amendments in ASU 2025-05 are effective for years beginning after December 15, 2025. We do not believe this ASU will have a material impact on our consolidated financial statements.
12
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 2 Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers (ASC 606) which provides a five-step model for recognizing revenue from contracts with customers as follows:
| ● | Identify the contract with a customer |
| ● | Identify the performance obligations in the contract |
| ● | Determine the transaction price |
| ● | Allocate the transaction price to the performance obligations in the contract |
| ● | Recognize revenue when or as performance obligations are satisfied |
The Company’s revenue is primarily derived from the design, development, manufacturing, packaging, and development services of photonic components and sub-systems (including semiconductor lasers and photodetectors), application-specific integrated circuits, and pixel-based sensors. Sales of products are subject to economic conditions and may fluctuate based on changes in the industry, trade policies and financial markets.
The Company assesses the contract term as the period in which the parties to the contract have presented enforceable rights and obligations. Certain customer contracts may provide for either party to terminate the contract upon written notice.
Nature of Products and Services
Revenue from the sale of circuits, sensors, lasers, photonic components and sub-systems are recognized upon transfer of control to the customer, which is typically upon shipment. Under ASC 606, the timing of revenue recognition related to these sales would require recognition at a point in time as control transfers to the customer. Accordingly, these product sales do not meet the criteria for revenue to be recognized over time. The Company recognizes amounts billed to customers for shipping and handling in net revenue.
The Company recognizes revenue from non-recurring engineering services (“NRE services”) over a period of time. For arrangements based on hourly rates, revenue is recognized as services are performed and amounts are earned in accordance with the terms of the contract at estimated collectible amounts. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion method using the ratio that costs incurred bear to total estimated cost at completion. Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires management’s judgment. 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. In estimating total contract costs, the Company is also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant uncertainty, as actual time and effort incurred on completing a NRE project or actual rates of either internal or contracted personnel working on such NRE projects may differ from the Company’s estimates.
13
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 2 Revenue Recognition - Continued
Nature of Products and Services - Continued
Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, and revisions to the estimates are made which 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 contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will not be profitable, the entire estimated loss for the remainder of the contract is recorded immediately.
Contract Balances
Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract.
Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due.
Arrangements with Multiple Performance Obligations
When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance obligations were immaterial.
The Company provides standard product warranties for a term of typically up to one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance-type warranties and are not accounted for as separate performance obligations.
Note 3 Business Combinations
On March 18, 2024, the Company’s parent company at the time of acquisition, Luminar, completed the acquisition of EM4, a designer, manufacturer and seller of packaged photonic components and sub-systems for aerospace and industrial markets. Luminar acquired 100% of the membership interests of EM4 from G&H Investment Holding, Inc. (“G&H”) for an aggregate purchase price of $4.5 million.
14
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 3 Business Combinations - Continued
The Company accounted for the acquisition as a business combination using the acquisition method of accounting. The acquired assets and liabilities assumed were recorded at their acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. Current assets and liabilities carrying values approximate fair value due to their short-term nature. The fair value of inventory and property and equipment were valued based upon an independent appraiser utilizing the cost, income or market approach. Operating lease asset and operating lease liability were valued based upon the present value of lease payments over the remaining lease term.
Since the consideration paid by Luminar to acquire EM4’s business was lower than the estimated fair value of net assets acquired, the Company recognized a $1.8 million bargain purchase gain from the acquisition of EM4, which is included in Other Income, Net of the consolidated statement of operations during the year ended December 31, 2024. The following factors contributed towards the purchase price paid being lower than the estimated fair value of the net assets acquired: (a) EM4 had historically been incurring losses; (b) G&H viewed EM4 as non-core; (c) although G&H pursued a competitive auction process for the business, the ultimate timeline to completion was drawn-out due to the complexity of the transaction structure; and (d) during the later stages of the sale process, after the Company was selected as the winning bidder, EM4’s business was impacted by the cancellation of certain material government programs, as well as delays in certain other purchase orders, which also served to significantly reduce the estimated probability of the contingent future payments to G&H.
All costs related to the acquisition were incurred and expensed by Luminar during the year ended December 31, 2024.
The Company finalized the purchase accounting relative to the 2024 acquisition during 2025. There were no material measurement period adjustments as a result of the final purchase price allocations.
The total consideration was as follows (in thousands):
| Cash Payment Made by Luminar | $ | 4,388 | ||
| Contingent Consideration Recorded and Owed by Luminar | 100 | |||
| Purchase Price | 4,488 | |||
| Less: Cash Retained by Company | (557 | ) | ||
| Fair Value of Total Consideration Transferred | $ | 3,931 |
15
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 3 Business Combinations - Continued
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by the Company at the date of acquisition (in thousands):
Acquisition Date Fair Values Assigned | ||||
| Assets Acquired: | ||||
| Cash | $ | 557 | ||
| Accounts Receivable | 1,064 | |||
| Contract Assets | 1,644 | |||
| Inventories | 3,539 | |||
| Prepaid Expenses and Other Current Assets | 252 | |||
| Property and Equipment | 1,888 | |||
| Operating Lease Asset | 2,072 | |||
| Total Assets Acquired | 11,016 | |||
| Liabilities Assumed: | ||||
| Accounts Payable | 344 | |||
| Accrued Expenses | 2,175 | |||
| Contract Liabilities | 185 | |||
| Current Portion of Operating Lease Liabilities | 444 | |||
| Operating Lease Liabilities, Net of Current Portion | 1,628 | |||
| Total Liabilities Assumed | 4,776 | |||
| Net Assets Acquired | $ | 6,240 | ||
16
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 4 Impairment
During 2025, the Company experienced financial hurdles and a decline in shipments due to slower production ramps. As a result, the Company performed an impairment analysis for its long-lived assets, intangibles and goodwill. Based on the estimate of future recoverable cash flows, the Company recorded impairment charges of $4.8 million during the year ended December 31, 2025. The impairment charges consisted of $2.2 million of goodwill, $1.0 million of developed technology, $0.5 million of customer relationships, $0.4 million of operating lease asset and $0.7 million of property and equipment.
During the year ended December 31, 2024, the Company reevaluated the growth outlook related to FPH products based on delays in releasing new products and determined that an impairment analysis was required. Based on the estimate of future recoverable values, impairment charges of $3.4 million related to goodwill and $3.3 million related to developed technology were recorded during 2024.
Note 5 Inventories
Inventories consisted of the following at December 31 (in thousands):
| 2025 | 2024 | |||||||
| Raw Materials | $ | 2,178 | $ | 1,765 | ||||
| Work-in-Process | 485 | 805 | ||||||
| Finished Goods | 792 | 1,324 | ||||||
| Inventories | $ | 3,455 | $ | 3,894 | ||||
Note 6 Property and Equipment
Property and equipment consisted of the following at December 31 (in thousands):
| 2025 | 2024 | |||||||
| Machinery and Equipment | $ | 7,020 | $ | 7,706 | ||||
| Computer Hardware and Software | 343 | 340 | ||||||
| Leasehold Improvements | 119 | 119 | ||||||
| Furniture and Fixtures | 95 | 95 | ||||||
| Construction in Progress | 484 | 237 | ||||||
| 8,061 | 8,497 | |||||||
| Less: Accumulated Depreciation | (4,737 | ) | (3,580 | ) | ||||
| Property and Equipment, Net | $ | 3,324 | $ | 4,917 | ||||
Depreciation expense amounted to approximately $1.2 million and $1.1 million for the years ended June 30, 2025 and 2024, respectively.
17
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 7 Intangible Assets
We amortize intangible assets, including developed technology, tradenames, and customer relationships over their estimated useful lives. The weighted average useful lives of our intangible assets are 8.5 years for developed technology and 4.0 years for tradenames and customer relationships.
The components of intangible assets as of December 31, 2025 and 2024 were as follows (in thousands):
| December 31, 2025 | ||||||||||||||||||||
Developed Technology | Tradename | Customer Relationships | Customer Backlog | Total | ||||||||||||||||
| Gross Carrying Amount | $ | 13,250 | $ | 620 | $ | 3,730 | $ | 650 | $ | 18,250 | ||||||||||
| Accumulated Amortization | (2,969 | ) | (589 | ) | (3,091 | ) | (650 | ) | (7,299 | ) | ||||||||||
| Impairment | (7,271 | ) | - | (455 | ) | - | (7,726 | ) | ||||||||||||
| Net Carrying Amount | $ | 3,010 | $ | 31 | $ | 184 | $ | - | $ | 3,225 | ||||||||||
| December 31, 2024 | ||||||||||||||||||||
Developed Technology | Tradename | Customer Relationships | Customer Backlog | Total | ||||||||||||||||
| Gross Carrying Amount | $ | 13,250 | $ | 620 | $ | 3,730 | $ | 650 | $ | 18,250 | ||||||||||
| Accumulated Amortization | (2,225 | ) | (464 | ) | (2,295 | ) | (650 | ) | (5,634 | ) | ||||||||||
| Impairment | (6,250 | ) | - | - | - | (6,250 | ) | |||||||||||||
| Net Carrying Amount | $ | 4,775 | $ | 156 | $ | 1,435 | $ | - | $ | 6,366 | ||||||||||
18
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 7 Intangible Assets - Continued
The changes in the carrying amount of intangible assets for the years ended December 31, 2025 and 2024 are as follows (in thousands):
Developed Technology | Tradename | Customer Relationships | Total | |||||||||||||
| Balance at January 1, 2024 | $ | 8,874 | $ | 281 | $ | 2,251 | $ | 11,406 | ||||||||
| Impairment | (3,250 | ) | - | - | (3,250 | ) | ||||||||||
| Amortization | (849 | ) | (125 | ) | (816 | ) | (1,790 | ) | ||||||||
Balance at December 31, 2024 | 4,775 | 156 | 1,435 | 6,366 | ||||||||||||
| Impairment | (1,021 | ) | - | (455 | ) | (1,476 | ) | |||||||||
| Amortization | (744 | ) | (125 | ) | (796 | ) | (1,665 | ) | ||||||||
| Balance at December 31, 2025 | $ | 3,010 | $ | 31 | $ | 184 | $ | 3,225 |
See Note 4 for discussion of impairment.
As of December 31, 2025, the expected future amortization expense for intangible assets was as follows (in thousands):
| Expected Future Amortization Expense | ||||
| 2026 | $ | 828 | ||
| 2027 | 613 | |||
| 2028 | 613 | |||
| 2029 | 613 | |||
| 2030 | 247 | |||
| Thereafter | 311 | |||
| Total | $ | 3,225 | ||
19
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 8 Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and December 31, 2024 are as follows (in thousands):
Optogration | Freedom Photonics | Total | ||||||||||
| Balance at December 31, 2023 | $ | 2,244 | $ | 3,397 | $ | 5,641 | ||||||
| Impairment | - | (3,397 | ) | (3,397 | ) | |||||||
| Balance at December 31, 2024 | 2,244 | - | 2,244 | |||||||||
| Impairment | (2,244 | ) | - | (2,244 | ) | |||||||
| Balance at December 31, 2025 | $ | - | $ | - | $ | - | ||||||
See Note 4 for discussion of impairment.
Note 9 Contract Assets and Liabilities
Changes in the Company’s contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment based on contractual terms. Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer.
The changes in contract asset balances consisted of the following for the years ended December 31 (in thousands):
| 2025 | 2024 | |||||||
| Beginning Balance | $ | 2,409 | $ | 1,859 | ||||
| Contract Assets Added Through Acquisition of | ||||||||
| EM4 (See Note 3) | - | 1,644 | ||||||
| Amounts Billed Net of Revenue Recognized | (1,066 | ) | (3,118 | ) | ||||
| Ending Balance | $ | 1,343 | $ | 2,409 | ||||
20
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 9 Contract Assets and Liabilities - Continued
The changes in contract liabilities balances consisted of the following for the years ended December 31 (in thousands):
| 2025 | 2024 | |||||||
| Beginning Balance | $ | 1,687 | $ | 3,201 | ||||
| Contract Liabilities Assumed from Acquisition of EM4 (See Note 3) | - | 185 | ||||||
| Revenue Recognized Net of Amounts Billed | (243 | ) | (3,723 | ) | ||||
| Ending Balance | $ | 1,444 | $ | 1,687 | ||||
Note 10 Leases
The Company leases offices and manufacturing facilities under non-cancelable operating leases expiring at various dates through 2030. Some of the Company’s leases include one or more options to renew, with renewal terms that if exercised by the Company, extend the lease term an additional five years.
The components of lease expense consist of the following for the years ended December 31 (in thousands):
| 2025 | 2024 | |||||||
| Operating Lease Expense | $ | 1,147 | $ | 985 | ||||
| Variable Lease Expense | 47 | 17 | ||||||
| Total Lease Expense | $ | 1,194 | $ | 1,001 | ||||
Supplemental cash flow information related to leases consists of the following for the years ended December 31 (in thousands):
| 2025 | 2024 | |||||||
| Cash Paid for Amounts Included In Measurement of Lease Obligations: | ||||||||
| Operating Cash Flows From Operating Leases | $ | 1,154 | $ | 926 | ||||
| Non-Cash Lease Disclosures: | ||||||||
| Operating Lease Assets Obtained In Exchange for Operating Lease Liabilities | $ | - | $ | 2,528 | ||||
Operating lease assets obtained in exchange for operating lease liabilities in 2024 include $2.1 million related to the EM4 acquisition.
21
LUMINAR SEMICONDUCTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Note 10 Leases - Continued
The following table summarizes weighted average remaining lease terms and discount rates:
| 2025 | 2024 | |||||||
| Weighted Average Remaining Lease Term | 2.61 years | 3.49 years | ||||||
| Weighted Average Discount Rate | 6.50% | 6.53% | ||||||
Future maturities of these operating lease liabilities, as of December 31, 2025 are as follows (in thousands):
| 2026 | $ | 1,161 | ||
| 2027 | 891 | |||
| 2028 | 541 | |||
| 2029 | 107 | |||
| 2030 | 9 | |||
| Total Undiscounted Lease Obligations | 2,709 | |||
| Less: Imputed Interest | (204 | ) | ||
| Net Lease Obligation | 2,505 | |||
| Less: Current Portion | (1,104 | ) | ||
| Lease Liabilities Long-Term | $ | 1,401 |
Note 11 Related Parties
As of December 31, 2025 and 2024, the Company has an outstanding Due to Parent in the amount of $84.8 million and $80.0 million, respectively, to its parent company, Luminar. This payable is non-interest bearing and was incurred in exchange for payroll expenses, stock based compensation and other shared service support provided to the Company by Luminar, partially offset by revenue from the sale of products by the Company to Luminar. These expenses and shared services fees are recorded within the applicable financial statement lines of the accompanying consolidated statements of operations. This Due to Parent payable was eliminated in January 2026 in conjunction with the sale of the Company. See Note 1 for further discussion.
In addition to the shared services costs, Luminar charged the Company management fees of $0.7 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively. These costs are included in general and administrative on the consolidated statements of operations.
For the years ended December 31, 2025 and 2024, the Company recognized $8.4 million and $7.6 million in net revenue to Luminar.
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