--- title: "How Luminar went public through a SPAC merger in December 2020" language: en canonical: https://dossiertwist.com/dossiers/luminar-technologies/merger-2020/ as_of: 2026-10-15 keywords: ["Luminar Technologies","Austin Russell","Gores Metropoulos","Alec Gores","Legacy Luminar","LAZR","lidar","Class B common stock","Volvo Cars","Luminar Semiconductor","Quantum Computing Inc.","MicroVision","Chapter 11","plan of liquidation","Special Investigation Committee","Jun Hong Heng","Crescent Cove","GVA Auto","GVA Capital","Russell AI Labs"] --- # How Luminar went public through a SPAC merger in December 2020 **Question.** How did Luminar go public through the Gores Metropoulos SPAC in December 2020? **Answer.** Luminar became a listed company on December 2, 2020, when the private Luminar company, Legacy Luminar, combined with Gores Metropoulos, Inc., a blank-check company founded in 2018 by Alec Gores and Dean Metropoulos that had raised $400 million in 2019. Legacy Luminar's holders received Class A and Class B shares, the founder Austin Russell holding all of the ten-vote Class B stock, and the deal was accounted for as a reverse recapitalisation. Gores stepped down as chief executive of the blank-check company and joined Luminar's board, and at the closing GVA Auto, G2VP and Gores, through his holding vehicles, were the largest Class A holders besides the founder. ## Gores Metropoulos, the blank-check company - Analysis: Alec Gores and Dean Metropoulos founded Gores Metropoulos, Inc., a blank-check company, in August 2018, and Andrew McBride served as its chief financial officer. In its initial public offering in February 2019 it sold 40,000,000 units at $10.00 each, raising $400,000,000. SEC ownership records with reporting dates of January 31, 2019 list Metropoulos as chairman, director and more-than-10% owner, Gores as director, more-than-10% owner and chief executive officer, McBride as chief financial officer and secretary, and AEG Holdings, LLC, Gores Metropoulos Sponsor LLC and HRM Holdings LLC as more-than-10% owners. Randall Bort, Michael John Cramer and Joseph D. Gatto were its directors, described in the 2020 merger proxy as independent. [src-080] [src-016] [src-039] - Analysis: The sponsor, Gores Metropoulos Sponsor LLC, bought 10,781,250 founder shares on October 18, 2018 for $25,000, about $0.002 per share, and forfeited 781,250 of them on March 18, 2019. On February 5, 2019 it bought 6,666,666 private placement warrants at $1.50 each, or $10,000,000, each exercisable for one Class A share at $11.50. Alec Gores is the managing member of AEG Holdings, LLC, which is the managing member of GM Sponsor, LLC, and GM Sponsor, LLC is named as the sponsor's managing member in the signature block of the registration rights agreement attached to the 2020 merger proxy; the merger closing report states that Gores made the voting and disposition decisions for the Luminar shares held by GM Sponsor and AEG. Under an agreement of February 1, 2019, which was to end when the company completed a business combination or liquidated, the blank-check company paid The Gores Group $20,000 a month for office space, utilities and secretarial support. [src-039] [src-011] ## Legacy Luminar's funding before the merger - Analysis: Before the merger, Legacy Luminar was financed mainly by debt and equity. It borrowed $7.8 million under the federal Paycheck Protection Program on April 22, 2020 and repaid it with interest on August 20, 2020; a senior secured term loan funded from August 2017 to December 2018 was refinanced between March and June 2020 with a new $30 million term loan, repaid in full at the closing; and Series X preferred stock sold from August to October 2020 brought $184 million of gross proceeds. At September 30, 2020 it held $50.7 million of cash and cash equivalents and $117.1 million of marketable securities. [src-011] - Analysis: Between January 2017 and May 2019 Legacy Luminar raised $121.8 million through simple agreements for future equity (SAFEs). GVA Auto, LLC, a holder of more than 5%, held a $20,000,000 SAFE that converted in June 2019 into 1,322,780 Series A-2 preferred shares at $15.1197 each, and director Scott A. McGregor held a $1,000,000 SAFE that converted into 25,658 Series A-9 preferred shares. G2VP I, LLC, an affiliate of director Benjamin J. Kortlang, paid $19,999,992.83 for 461,852 of the 1,660,839 Series A preferred shares Legacy Luminar sold in June and July 2019 at $43.3039 each, and $928,640.46 for 6,839 of the 1,251,971 Series X preferred shares it committed to issue in August and September 2020 at $135.7860 each. Kortlang was one of the managing members of G2VP I Associates, LLC, G2VP's managing member. [src-039] [src-011] ## Merger agreement, direct investment and consideration - Analysis: GCA Advisors LLC was Legacy Luminar's financial adviser on the combination. At a meeting of Legacy Luminar's board on August 10, 2020, Alex Vitale, a managing director of GCA, gave an overview of the proposed deal; Austin Russell then recused himself while the board and its counsel discussed the governance structure of the combined company. Under the Agreement and Plan of Merger dated August 24, 2020, Dawn Merger Sub, Inc., a wholly owned subsidiary of Gores Metropoulos, merged into Legacy Luminar, which then merged into another wholly owned subsidiary, Dawn Merger Sub II, LLC; the surviving company continued as a wholly owned subsidiary named Luminar Holdco, LLC, and the listed parent took the Luminar Technologies, Inc. name. The blank-check company's stockholders approved the merger on December 1, 2020 and it closed on December 2. [src-039] [src-008] [src-011] - Analysis: When the merger was announced, Gores Metropoulos stated on September 15, 2020 that Luminar's stockholders would receive about 271.8 million shares and that about $400 million of the blank-check company's cash, together with at least $170 million invested directly into Luminar when the merger agreement was signed, would remain in the combined company. It said the direct investment was led by investors including Alec Gores, Van Tuyl Companies, Volvo Cars Tech Fund, Crescent Cove, Moore Strategic Ventures, VectoIQ and several individual investors. The announcement gives "Crescent Cove" and "Volvo Cars Tech Fund" without their legal names; they correspond to Crescent Cove Advisors, LP and Volvo Car Technology Fund AB. [src-100] - Analysis: The merger consideration paid to Legacy Luminar's holders was 168,836,688 Class A shares, 105,118,203 Class B shares, options over 16,224,474 Class A shares and a warrant for 4,089,280 Class A shares; holders of Legacy Luminar's Class B stock received Class B shares, and earn-out shares of up to 7.5% of the post-closing capital could be added. Luminar accounted for the merger as a reverse recapitalisation: Legacy Luminar was treated as the accounting acquirer because its stockholders continued to control the combined company, and the blank-check company, though the legal acquirer, as the acquired company. The blank-check company's shareholders received 49,981,349 Class A shares; the company charged $17.2 million of transaction costs against paid-in capital and recorded a $102.4 million liability for the public and private warrants. [src-011] [src-035] ## Closing, capital and largest holders - Analysis: Before the closing, holders of 18,651 public shares of the blank-check company redeemed them for about $10.16 each, leaving about $405.5 million in its trust account. After the mergers, the redemptions and the conversion of the 10,000,000 founder shares, Luminar had 323,936,240 shares outstanding, 218,818,037 Class A and 105,118,203 Class B, plus options over 16,224,474 Class A shares and an assumed warrant for 4,089,280 Class A shares. A later Gores prospectus puts Gores Metropoulos's contribution from its public offering and simultaneous private placement at about $406 million, while Luminar's Chapter 11 disclosure statement says the transaction raised over $500 million in cash. At the closing, Luminar's Class A stock and public warrants began trading on the Nasdaq Global Select Market under the symbols LAZR and LAZRW. [src-011] [src-015] [src-080] - Analysis: The founder, Austin Russell, beneficially owned all 105,118,203 Class B shares at the closing, about 32.5% of the shares outstanding and 82.8% of the combined voting power, each Class B share carrying ten votes. Besides him, the largest holders of Class A stock were GVA Auto, LLC with 18,030,728 shares (8.2% of the class, 1.4% of the votes), G2VP I, LLC, for itself and as nominee for G2VP Founders Fund I, LLC, with 15,947,553 shares (7.3%, 1.3% of the votes) and Alec Gores with 10,943,499 shares (5.0%), of which 8,932,500 were held by GM Sponsor LLC and 2,010,999 by AEG Holdings, LLC. The company also entered into an amended and restated registration rights agreement with the sponsor, the blank-check company's three independent directors, AEG Holdings, GM Sponsor, HRM Holdings LLC, Austin Russell, GVA Auto and G2VP Founders Fund I, obliging it to register the resale of up to about 151.1 million Class A shares held by them or issuable on conversion of their Class B shares. [src-008] [src-011] [src-093] ## Board and officers at the closing - Analysis: Effective at the closing on December 2, 2020, Alec Gores and Andrew McBride resigned as the company's chief executive officer and chief financial officer. The board appointed Austin Russell as chairman, president and chief executive officer, Thomas J. Fennimore as chief financial officer and secretary, M. Scott Faris as chief business officer and Jason Eichenholz as chief technology officer. Russell, Gores, Matthew J. Simoncini, Scott A. McGregor and Benjamin J. Kortlang had been elected on December 1, 2020 to a five-member board effective at the closing, with Kortlang and McGregor in Class I, Gores and Simoncini in Class II and Russell in Class III. The board found Gores, Simoncini, McGregor and Kortlang independent under Nasdaq rules and appointed Simoncini, McGregor and Kortlang to the Audit Committee. [src-011] ## The Gores side after the merger - Analysis: Alec Gores reported beneficial ownership of 5,184,139 Luminar Class A shares (1.6%) as of February 29, 2024, of which 4,584,395 were held by AEG Holdings, LLC, of which he is managing member, and 152,534 by Pacific Credit Corp., with 4,736,929 pledged under a credit line with a third party. After the November 2024 one-for-15 reverse split he reported 347,732 shares as of June 3, 2025, including 305,626 held by AEG Holdings and 10,168 by Pacific Credit Corp., with 315,795 pledged; the rest were held by two family trusts or directly. [src-043] [src-002] - Analysis: Gores Metropoulos was one of a series of Gores blank-check companies. SEC ownership records list Alec Gores as a director or more-than-10% owner of later ones, Gores Holdings VII to XI, Gores Guggenheim and Gores Technology Partners I and II, with reporting dates from February 2021 to June 2026, and the 2025 prospectus of Gores Holdings X names him as its chairman and says he continued to serve as a Luminar director. Records dated 2005 to 2021 list him as a director, more-than-10% owner, chief executive, chairman or managing member of earlier companies now known as Sonder Holdings, Ardagh MP USA, PAE, UWM Holdings and Hostess Brands, and of Verra Mobility, Matterport, BMC Stock Holdings and MPC Corp. Andrew McBride appears in SEC ownership records as an officer, usually chief financial officer and secretary, of most of the same companies, including Gores Metropoulos itself, with reporting dates from 2019 to 2026. [src-021] [src-080] [src-070] ## Sources - [src-080] Gores Holdings X, Inc. prospectus under Rule 424(b)(4) (2025), U.S. Securities and Exchange Commission (EDGAR), 2025 - [src-016] SEC EDGAR insider ownership page for issuer Luminar Technologies, Inc./DE, U.S. Securities and Exchange Commission (EDGAR) - [src-039] Gores Metropoulos, Inc. Amendment No. 2 to Form S-4 registration statement (Registration No. 333-248794) for the merger with Luminar, U.S. Securities and Exchange Commission (EDGAR), 2020-10-22 - [src-011] Luminar Technologies, Inc. Form 8-K reporting completion of the business combination (December 2, 2020), U.S. Securities and Exchange Commission (EDGAR), 2020-12-08 - [src-008] Schedule 13D filed by Austin Russell regarding Luminar Technologies, Inc., U.S. Securities and Exchange Commission (EDGAR), 2021-02-16 - [src-100] Company statement source ยท src-100 - [src-035] Luminar Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2022, U.S. Securities and Exchange Commission (EDGAR), 2023-02 - [src-015] Disclosure statement for the joint Chapter 11 plan of Luminar Technologies, Inc. and its debtor affiliates, filed as Exhibit 99.2 to a Form 8-K, U.S. Securities and Exchange Commission (EDGAR), 2025-12-30 - [src-093] Second Amended and Restated Certificate of Incorporation of Gores Metropoulos, Inc. (Exhibit 3.1 to the Form 8-K of December 8, 2020), U.S. Securities and Exchange Commission (EDGAR), 2020-12-02 - [src-043] Luminar Technologies, Inc. definitive proxy statement for the 2024 annual meeting (Schedule 14A), U.S. Securities and Exchange Commission (EDGAR), 2024-04-25 - [src-002] Luminar Technologies, Inc. definitive proxy statement for the 2025 annual meeting (Schedule 14A), U.S. Securities and Exchange Commission (EDGAR), 2025-06 - [src-021] SEC EDGAR ownership page for reporting owner Alec E. Gores, U.S. Securities and Exchange Commission (EDGAR) - [src-070] SEC EDGAR ownership page for reporting owner Andrew McBride, U.S. Securities and Exchange Commission (EDGAR)