Luminar Technologies, Inc., a LiDAR technology company that went public through a SPAC merger in 2020, filed a disclosure statement on December 30, 2025, outlining its plan to liquidate assets and wind down operations following its December 15, 2025 bankruptcy filing. The plan centers on the proposed $110 million sale of the company's semiconductor subsidiary to Quantum Computing, Inc., with additional efforts underway to market the company's core LiDAR business assets.
The disclosure statement, filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Case No. 25-90807 (CML)), provides creditors with detailed information about the proposed Chapter 11 Plan of Liquidation and outlines a waterfall distribution structure prioritizing first lien noteholders, followed by second lien noteholders, and general unsecured creditors.
Company Background and Business Operations
Founded in 2012 to develop LiDAR technology for autonomous vehicles, Luminar Technologies operates through two distinct business segments. LiDARCo develops and markets LiDAR sensors for the automotive industry, while LSICo develops semiconductor components for LiDAR sensors and other applications through various subsidiaries.
The company executed a growth strategy through acquisitions, purchasing BFE in 2018, OptoGration in 2021, Freedom Photonics in 2022, and EM4 in 2024. In December 2020, Luminar went public via a SPAC merger that raised over $500 million, with its common stock trading on NASDAQ before moving to OTC Markets under the symbol LAZRQ following the bankruptcy filing.
Luminar developed two primary LiDAR products: Iris, which achieved start of production in April 2024, and Halo, targeting 2027 production. As of November 2025, the company had approximately 73 million shares of Class A common stock and 4.9 million shares of Class B common stock outstanding.
Events Leading to Bankruptcy
The Volvo Relationship
The disclosure statement details a business reversal centered on Luminar's relationship with Volvo. In March 2020, Luminar signed a contract with Volvo as its first major automotive OEM deal. Between 2021 and 2022, Volvo significantly increased its expected LiDAR volumes from 39,500 units to 1.1 million units, prompting Luminar to invest approximately $52 million in expanded production capacity to meet the anticipated demand.
The relationship deteriorated beginning in early 2024. In the first quarter of 2024, Volvo reduced its expected volume for the year by 75 percent. In September 2025, Volvo announced it would only offer LiDAR as a vehicle option rather than as standard equipment, reducing expected lifetime volumes by 90 percent. In November 2025, Volvo terminated the agreement entirely.
The company experienced similar setbacks with other automotive OEMs, including Polestar and Mercedes.
Industry Challenges
The broader LiDAR market faced multiple challenges, according to the disclosure statement, including the complexity of integrating LiDAR systems into vehicles, pressure to reduce costs due to lower price points of China-based competitors, and fluctuating market demand. The disclosure statement notes that LiDAR companies based in China benefit from significant government subsidies that mitigate the sale, production, and software integration costs of LiDAR technology, allowing China-based LiDAR companies to price their products below the cost of production for LiDAR companies based in the United States or Europe.
Financial Performance
The company incurred net losses of $273.1 million in 2024, $573 million in 2023, and $445.9 million in 2022, accumulating a total deficit of $2.3 billion as of September 2025. In the first nine months of 2025 alone, the company used $173.2 million in cash for operations.
By the petition date, Luminar had only approximately $25 million in cash and marketable securities. The company's capital structure included $488 million in funded debt obligations comprising $104.6 million in first lien notes (floating rate senior secured notes due 2028), $247.7 million in second lien notes (consisting of $57.5 million in 9.0 percent notes and $190.2 million in 11.5 percent convertible second lien senior secured notes due 2030), and $135.7 million in unsecured convertible notes (1.25 percent due 2026).
The Proposed Liquidation Plan
LSICo Sale Process
The proposed plan contemplates a liquidation and wind-down of the debtors' estates to provide distributions to creditors in accordance with the absolute priority rule. At the center of the plan is the sale of LSICo, the semiconductor subsidiary, to Quantum Computing, Inc., which signed a stock purchase agreement to serve as the stalking horse bidder with a $110 million purchase price.
The bidding procedures have been approved by the bankruptcy court with key milestones including a bid deadline of January 9, 2026, an auction scheduled for January 15, 2026, and a sale hearing set for January 27, 2026. The company continues to market the LiDAR business assets separately.
Liquidation Trust Structure
Upon the effective date of the plan, a Liquidation Trust will be established to administer the remaining assets and make distributions to creditors. A Liquidation Trustee will be appointed to oversee the trust, manage the claims reconciliation process, and pursue any retained causes of action.
The plan establishes various reserves including a Senior Claims Reserve for administrative and priority claims, a Professional Fee Escrow for professional fees, a Wind Down Reserve capped at $2 million, and a GUC Reserve funded with either $200,000 if the plan is confirmed by March 21, 2026, or $100,000 if confirmed later.
Treatment of Claims and Interests
The plan categorizes claims and interests into eight classes, with varying treatment and voting rights.
Voting Classes
Class 1 (Other Priority Claims) is unimpaired and presumed to accept the plan. Class 2 (First Lien Noteholder Secured Claims), Class 3 (Second Lien Noteholder Secured Claims), and Class 4 (General Unsecured Claims) are all impaired and entitled to vote on the plan.
Distribution Waterfall
First Lien Noteholders will receive First Lien Liquidation Trust Interests, entitling them to 100 percent of excess cash distributions until their claims are paid in full. Second Lien Noteholders will receive Second Lien Liquidation Trust Interests, entitling them to distributions only after First Lien claims are satisfied. General Unsecured Creditors will receive GUC Liquidation Trust Interests, with distributions limited to the GUC Reserve and proceeds from any avoidance actions.
Classes 5 and 6 cover Intercompany Claims and Interests, which are either unimpaired or impaired depending on the specific debtor entity. Class 7 (Subordinated Claims) and Class 8 (Parent Interests, representing the equity holders) are both impaired and deemed to reject the plan, meaning existing equity holders will receive no distribution.
Legal Provisions
Release and Exculpation Provisions
The plan includes comprehensive release, exculpation, and injunction provisions. Released Parties include the debtors, members of the Creditors' Committee, the Ad Hoc Noteholder Group, the First Lien and Second Lien Notes Agents, and their related parties.
The releases encompass claims by the debtors against Released Parties and third-party releases of Released Parties, subject to opt-out provisions for certain stakeholders. Exculpation provisions protect Exculpated Parties from liability except in cases of actual fraud, willful misconduct, or gross negligence. Injunction provisions prevent future actions against Released Parties related to claims discharged under the plan.
Tax Considerations
The disclosure statement notes that the debtors had approximately $832 million in federal net operating loss carryforwards as of December 31, 2024. While the plan contemplates taxable sales of assets, the company's substantial losses and NOL carryforwards are expected to offset any tax liability arising from the liquidation.
The Liquidation Trust is intended to qualify as a liquidating trust for federal income tax purposes, with the GUC Reserve treated as a disputed ownership fund under applicable tax regulations. The disclosure statement emphasizes that the tax discussion does not constitute tax advice and that stakeholders should consult their own tax advisors regarding the consequences of the plan.
Confirmation Process and Key Dates
The Official Committee of Unsecured Creditors was appointed on December 30, 2025. According to the disclosure statement, the committee had not yet selected its legal counsel or financial advisor as of the filing date.
The voting record date has been set for February 6, 2026, with a claims bar date of February 4, 2026 for most claims. Creditors in the three voting classes must submit their ballots accepting or rejecting the plan by the voting deadline of 4:00 p.m. Central Time on March 11, 2026. The confirmation hearing is scheduled for March 19, 2026.
To satisfy the requirements for confirmation under the Bankruptcy Code, at least one impaired class must vote to accept the plan. The disclosure statement asserts that the plan satisfies the best interests test, meaning that creditors are expected to receive more under the plan than they would in a Chapter 7 liquidation scenario. If any impaired class rejects the plan, the debtors may seek confirmation through cramdown provisions under Section 1129(b) of the Bankruptcy Code.
Professional Representation
The debtors are represented by Weil, Gotshal & Manges LLP. The Ad Hoc Noteholder Group is represented by Ropes & Gray LLP as legal counsel and Ducera Partners LLC as financial advisor.
Case Information
The bankruptcy case is being administered in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, under Case No. 25-90807 (CML). The three debtor entities are Luminar Technologies, Inc. (federal tax ID ending in 4317), LAZR Technologies, LLC (federal tax ID ending in 8909), and Luminar, LLC (federal tax ID ending in 7133). The debtors' mailing address is 2603 Discovery Drive, Suite 100, Orlando, Florida 32826.
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