Form 8-K/A

8-K/A — Quantum Computing Inc.

Accession: 0001213900-26-045225

Filed: 2026-04-17

Period: 2026-02-02

CIK: 0001758009

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0286749-8ka1_quantum.htm (Primary)

EX-23.1 — CONSENT OF BPM LLP, INDEPENDENT AUDITORS OF LUMINAR SEMICONDUCTOR, INC (ea028674901ex23-1.htm)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (ea028674901ex99-1.htm)

EX-99.2 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF LUMINAR SEMICONDUCTOR, INC (ea028674901ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0286749-8ka1_quantum.htm · Sequence: 1

true

Amendment No. 1 to From 8-K

0001758009

2026-02-02

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(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):

February 2, 2026

QUANTUM COMPUTING INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40615

82-4533053

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5 Marine View Plaza, Suite 214

Hoboken, NJ

07030

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code (703) 436-2161

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

Common stock (par value $0.0001 per share)

QUBT

The Nasdaq Stock Market LLC

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)

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

EX-23.1 — CONSENT OF BPM LLP, INDEPENDENT AUDITORS OF LUMINAR SEMICONDUCTOR, INC

EX-23.1

Filename: ea028674901ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent

of Independent Auditors

We hereby consent to the incorporation by reference

in the Registration Statements on Form S-3 (Nos. 333-269063, 333-268064 and 333-264518) and Form S-8 (Nos. 333-286033) of Quantum

Computing Inc. of our report dated April 17, 2026 relating to the consolidated financial statements of Luminar Semiconductor, Inc., which

appears in this Current Report on Form 8-K.

/s/ BPM LLP

San Jose, California

April 17, 2026

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1

Filename: ea028674901ex99-1.htm · Sequence: 3

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

)

640,381

Accounts receivable, net of allowance for expected credit losses

519

4,026

(402

)

4,143

Inventory

352

3,455

(385

)

3,422

Short term investments

379,421

Accrued interest receivable

3,634

Contract assets

1,343

(395

)

948

Prepaid expenses and other current assets

11,914

154

(11,000

)

1,068

Total current assets

1,133,720

20,812

(21,515

)

1,033,017

Property and equipment, net

12,971

3,324

(78

)

16,217

Operating lease right-of-use assets

2,353

2,031

1,038

5,422

Intangible assets, net

6,500

3,225

10,322

20,047

Goodwill

55,573

86,502

142,075

Long-term investments

403,121

Accrued interest receivable - long term

4,551

Other non-current assets

131

Total assets

1,618,920

29,392

(23,731

)

1,624,581

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

778

406

315

1,499

Accrued expenses

9,135

1,049

(445

)

9,739

Deferred revenue and contract liabilities

395

1,444

(177

)

1,662

Other current liabilities

766

1,104

(191

)

1,679

Due to related party

84,794

(84,794

)

Total current liabilities

11,074

88,797

(85,292

)

14,579

Derivative liability

7,773

Operating lease liabilities, net of current portion

1,808

1,401

755

3,964

Total liabilities

20,655

90,198

(84,537

)

26,316

Stockholders’ equity

Preferred stock

Common stock

Additional paid-in capital

1,816,494

45,357

(45,357

)

1,816,494

Accumulated deficit

(219,156

)

(106,163

)

106,163

(219,156

)

Accumulated other comprehensive income

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

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

(1,389 )

26,364

Gross profit

3,456

(815 )

1,389

4,097

Operating expenses

Research and development

20,473

4,369

(19 )

24,823

Sales and marketing

3,431

2,813

(188 )

6,056

General and administrative

27,240

6,773

6,431

2h,2i

(392 )

40,052

Impairment charges

4,842

(4,842 )

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 )

Change in fair value of derivative liability

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

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

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

See notes to unaudited proforma condensed combined financial statements

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.

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.

EX-99.2 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF LUMINAR SEMICONDUCTOR, INC

EX-99.2

Filename: ea028674901ex99-2.htm · Sequence: 4

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

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

7-22

Independent

auditors’ report

To the stockholders and the Board of Directors

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.

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

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

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

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

)

Net Loss

(11,761

)

(19,251

)

See Notes to Consolidated Financial Statements

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

Net Loss for the Year Ended December 31, 2024

(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

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

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

(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

)

(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

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

January 2026, the outstanding Due to Parent balance of $84.8 million was extinguished and equity for a similar amount was issued to Luminar.

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

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.

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

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.

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.

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.

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

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.

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.

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.

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

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.

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

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

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

Furniture and Fixtures

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.

LUMINAR

SEMICONDUCTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER

31, 2025 AND 2024

Note

7 Intangible Assets

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 )

Net Carrying Amount

$ 4,775

$ 156

$ 1,435

$ -

$ 6,366

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 )

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.

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

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 )

Balance at December 31, 2024

2,244

Impairment

(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

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

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.

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

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

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.

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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