Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251657
PROSPECTUS
Luminar Technologies, Inc.
Up to 181,247,830 Shares of Class A Common Stock
Up to 19,999,975 Shares of Class A Common Stock Issuable Upon Exercise of Warrants and Up to 6,666,666 Warrants
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling
Securityholders) of up to (A) 181,247,830 shares of our Class A common stock, par value $0.0001 per share (Class A Stock), which consists of (i) 10,000,000 shares of Class A Stock (the Founder
Shares) originally issued in a private placement to Gores Metropoulos Sponsor LLC (the Sponsor) in connection with the initial public offering (the IPO) of Gores Metropoulos, Inc. (Gores), and subsequently
distributed to certain equityholders of the Sponsor, (ii) 42,064,871 shares of Class A Stock issued pursuant to the Merger Agreement (as defined below), (iii) 6,666,666 shares of Class A Stock issuable upon the exercise of 6,666,666
warrants (the Private Warrants) originally issued in a private placement to the Sponsor in connection with the IPO at an exercise price of $11.50 per share of Class A Stock and subsequently distributed to certain equityholders
of the Sponsor, (iv) 105,118,203 Executive Shares (as defined below), (v) up to 3,944,151 Earn-Out Shares (as defined below) that may be issued in the form of Class A Stock pursuant to the earn-out provisions in the Merger Agreement, (vi) up
10,455,134 shares of Class A Stock that may be issued or issuable upon the conversion of any Earn-Out Shares that may be issued in the form of our Class B common stock, par value $0.0001 per share (Class B Stock) pursuant to the earn-out
provisions in the Merger Agreement, and (vii) up to 2,998,805 shares of Class A Stock issuable upon the exercise of outstanding Rollover Options (as defined below) to purchase shares of Class A Stock, and (B) up to 6,666,666 Private Warrants.
In addition, this prospectus relates to the offer and sale of up to 13,333,309 shares of Class A Stock that are issuable by us upon the exercise of
13,333,309 warrants originally issued in connection with the IPO at an exercise price of $11.50 per share of Class A Stock (the Public Warrants and, together with the Private Warrants, the Warrants).
The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at
prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of Class A Stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear
all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Securityholders will bear all commissions and discounts, if
any, attributable to their sale of shares of Class A Stock or Warrants. See Plan of Distribution beginning on page 153 of this prospectus.
Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders, will issue, offer or sell, any of
the securities. All of the Founder Shares (as defined above) and nearly all of the shares issued to the stockholders of Legacy Luminar (as defined below), including shares issued in respect of the Series X Preferred Stock, are subject to lock-up
agreements prohibiting the sale of such shares for a period of 180 days after the Closing (as defined below). For more details, please see page 128 of this prospectus under the caption Certain Relationships and Related
TransactionsLock-Up Agreements.
Our Class A Stock and Public Warrants are listed on the Nasdaq Global Select Market under the
symbols LAZR and LAZRW, respectively. On January 29, 2021, the last reported sales price of our Class A Stock was $32.70 per share and the last reported sales price of our Public Warrants was $19.11 per warrant.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to
comply with certain reduced disclosure and regulatory requirements.
Investing
in our securities involves risks. See the section entitled Risk Factors beginning on page 6 of this prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is February 1, 2021.