SecProbe.io

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 Document Luminar Technologies, Inc. 2603 Discovery Drive, Suite 100 Orlando, Florida 32826 September 3, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Erin Donahue Ms. Jennifer Angelini Re: Luminar Technologies, Inc. Registration Statement on Form S-3 as amended by Pre-effective Amendment No. 1 Original Filing Date July 29, 2025 Amendment Filing Date August 22, 2025 File No. 333-289015 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Luminar Technologies, Inc. (the “ Company ”) hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the same will become effective on September 4, 2025, at 2:00 PM, Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803. If you have any questions regarding this request, please contact Mr. Kim at (310) 633-2803. Very truly yours, LUMINAR TECHNOLOGIES, INC. By: /s/ Alexander Fishkin Name: Alexander Fishkin Title: Chief Legal Officer cc: Daniel S. Kim Orrick, Herrington & Sutcliffe LLP

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 Document August 22, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn:    Erin Donahue Jennifer Angelini Re: Luminar Technologies, Inc. Registration Statement on Form S-3 File No. 333-289015 Filed July 29, 2025 Ladies and Gentlemen: On behalf of Luminar Technologies, Inc. (the “ Company ” or “ Luminar ”), set forth below are responses to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated August 11, 2025 with respect to the Company’s above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text. Concurrently with the submission of this response letter, the Company has revised the Registration Statement and is publicly filing via EDGAR an Amendment No. 1 to the Registration Statement on Form S-3 (the “ Amended Registration Statement ”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Amended Registration Statement to update other disclosures. In the responses below, page number references are to the Amended Registration Statement. Registration Statement on Form S-3 filed July 29, 2025 General 1. We note that you are seeking to register a primary offering of Series A Convertible Preferred Stock that may be issued to YA II PN, Ltd., and an unidentified institutional investor under a Securities Purchase Agreement dated May 19, 2025, and the issuance of Class A common stock upon conversion thereof. It appears that you commenced the offering of these securities privately and are now attempting to complete the offering through a public offering. Please provide us with a detailed legal and factual analysis as to how you concluded that you may complete the private placement of the Series A Convertible Preferred Stock issuable under the Securities Purchase Agreement on this August 22, 2025 Page 2 Form S-3, consistent with Section 5 of the Securities Act of 1933. Please refer, in part, to Securities Act Sections Compliance and Disclosure Interpretation 134.03. Response : The Company respectfully informs the Staff that the Securities Purchase Agreement, which the Company entered into with YA II PN, Ltd. (“ YA ”) and another unidentified investor (collectively, the “ Investors ”) on May 19, 2025 (the “ Purchase Agreement ”), constituted a master transaction agreement among the Company and the Investors that establishes the terms pursuant to which the Company may from time to time offer and sell Series A Convertible Preferred Stock (“ Preferred Shares ”) to the Investors in separate registered direct offerings, in each case subject to the satisfaction or waiver of various conditions to any obligations of the Company or the Investors thereunder, and the Company does not believe that the Purchase Agreement constituted the commencement of a private placement of Preferred Shares to the Investors for reasons described in more detail below. In particular, as a result of the conditions to any given offer and sale of Preferred Shares that may be requested by the Company in accordance with the terms of the Purchase Agreement, the Investors were not and are not irrevocably bound to purchase Preferred Shares under the Purchase Agreement unless and until such time as the Investors deem certain conditions to any given offer and sale of Preferred Shares thereunder to be satisfied or waived in the Investors’ sole discretion and certain other conditions relating to the market price of the shares of Class A common stock underlying the Preferred Shares are satisfied. In addition, if and when the Company chooses to offer and sell Preferred Shares to the Investors in accordance with the terms set forth in the Purchase Agreement, the Company intends to offer and sell such Preferred Shares to the Investors pursuant to a then-effective Form S-3 shelf registration statement and to file a prospectus supplement with respect to each such offering and sale, setting forth the number and stated value of the Preferred Shares being offered and sold, the proceeds to the Company, the fees, discounts or other compensation payable to the Placement Agent or any other underwriter, dealer or agent, and any other material terms of such offering. Consistent with this approach and the structure of other registered direct offerings, the Company initially offered and sold 35,000 Preferred Shares (the “ Initial Offering ”) to the Investors pursuant to its effective Form S-3 registration statement (No. 333-279118) (the “ Current Registration Statement ”), which was declared effective by the Commission on April 4, 2025. The Initial Offering closed on May 22, 2025, and the Company filed a final prospectus supplement for the Initial Offering on the same day. The Company has considered Securities Act Sections Compliance and Disclosure Interpretation 134.03 (“ C&DI 134.03 ”) and respectfully submits that the facts differ in the current instance because neither the Company nor the Investors are irrevocably committed to sell or to acquire securities, respectively, under the terms of the Purchase Agreement, and, following the completion of the Initial Offering pursuant to the Current Registration Statement, the Company has not offered any additional Preferred Shares to August 22, 2025 Page 3 the Investors, such that no private placement of any Preferred Shares under the Purchase Agreement has been commenced to date, and any offer by the Company would not be commenced unless and until there is an effective registration statement on file pursuant to which the Company may commence such offers and sales. To facilitate future offerings of Preferred Shares to the Investors, the Company filed the Registration Statement pursuant to which future registered offers and sales of Preferred Shares to the Investors may be made in accordance with the terms of the Purchase Agreement, upon the satisfaction or waiver of the conditions thereto. 1. Investors Not Irrevocably Bound Due to various conditions in the Purchase Agreement to the obligation of the Investors to purchase any Preferred Shares thereunder, the Company does not believe that the Investors became irrevocably bound to acquire the Preferred Shares prior to the filing of any registration statement, subject only to conditions outside their control, which the Staff has previously indicated are characteristics of when a private placement of securities has occurred. For example, in Securities Act Sections Compliance and Disclosure Interpretation 139.11 (“ C&DI 139.11 ”), which addresses when a company will be permitted to register the resale of common stock underlying privately placed convertible securities before their actual issuance, the Staff noted that the “analysis applies to the convertible security” and that “[t]here can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.” In addition, in its comment letter dated August 12, 2020 relating to a registration statement on Form S-1 filed by Kona Gold Beverage, Inc. (the “ Kona Gold Comment Letter ”), involving the question of when an investor in a PIPE transaction is deemed to be irrevocably bound to purchase the securities and when the associated private placement is deemed to be completed, the Staff noted that the investor was not irrevocably bound to purchase convertible debentures because, among other things, the company was required to provide investor documents in a form satisfactory to the investor, the investor was not bound to purchase a certain debenture unless the company’s common stock was trading at a certain price or greater, and the investor was able to assign its rights under the agreement. The Purchase Agreement contains the following closing conditions to any additional offering of Preferred Shares for the benefit of the Investors, which the Company notes are consistent with the types of conditions the Staff has identified in C&DI 139.11 and in the Kona Gold Comment Letter which indicate that an investor has not become irrevocably bound to purchase securities: (i) the Company’s Class A common stock must have satisfied (a) a trading price threshold (no less than the greater of $1.00 per share and 150% of the “Floor Price” for conversion of the Preferred Shares as then in effect under the Certificate of Designations for the Preferred Shares) and (b) a trading volume August 22, 2025 Page 4 threshold (between $2,000,000 and $5,000,000 average daily dollar trading volume, depending on the size of the offering of Preferred Shares), in each case during the 10 consecutive trading day period preceding the closing; (ii) any additional closing requested by the Company may be no less than 60 calendar days after the immediately preceding closing, and, in some cases depending on the size of the immediately preceding closing, may be no less than 90 calendar days apart, except to the extent that the Investors no longer hold Preferred Shares issued at the immediately preceding closing; (iii) the form of opinion to be received by each Investor in connection with any additional closing date must be in form and substance reasonably acceptable to such Investor; and (iv) the Company must have delivered to each Investor such other documents, instruments or certificates relating to the transactions contemplated by the Purchase Agreement as such Investor or its counsel may reasonably request (clauses (i) through (iv), collectively, the “ Investor Discretionary Conditions ”). The Company respectfully submits that the trading price requirement in (i) above and the requirements in (iii) and (iv) above as to the delivery of an opinion and other documents satisfactory to Investors are directly what C&DI 139.11 and the Kona Gold Comment Letter identify as indicators that an investor is not irrevocably bound to purchase securities. In addition, the Purchase Agreement allows each Investor to assign some or all of its rights thereunder, including any purchase rights of the Preferred Shares, to an affiliate without the Company’s consent in connection with the transfer of any of its outstanding Preferred Shares to such affiliate, which indicates that each Investor is not irrevocably bound to purchase Preferred Shares in any offering. Finally, the Purchase Agreement expressly provides that if any of the conditions to a given additional closing, including the Investor Discretionary Conditions set forth above, are not satisfied and any Investor other than YA does not agree to waive such condition, YA or its affiliates (collectively, “ Yorkville ”) may elect, in its sole discretion, to purchase the other Investor’s pro rata share of the Preferred Shares to be sold at the relevant additional closing, providing a further investment decision that may be made by the Investors, and Yorkville in particular, at the time of a given offer to purchase additional Preferred Shares made by the Company. 2. Company Not Irrevocably Bound Similarly, the Purchase Agreement does not obligate the Company to offer, sell or issue any additional Preferred Shares to the Investors following the Initial Closing. Any such offer will only be made following the written request of the Company identifying the aggregate number of additional Preferred Shares requested to be issued and sold at the proposed additional closing date, which the Company believes would constitute the offer August 22, 2025 Page 5 of such securities. The delivery of such written request is at the sole discretion of the Company, subject to the minimum timing requirements described above. In addition, one of the conditions to any additional closing is that there be a registration statement that is effective and available for the issuance and sale of the additional Preferred Shares, and the Company does not intend to make any offer to the Investors to acquire such additional Preferred Shares at a time when there is not an effective registration statement for the offer and sale of such securities. Another condition to additional closings under the Purchase Agreement following the completion of the Initial Offering is the requirement of the Company to have obtained stockholder approval for the issuance of the securities in accordance with Rule 5635(d) of the Nasdaq Stock Market. The Company agreed, pursuant to the Purchase Agreement, to use its reasonable best efforts to solicit such stockholder approval. Without this stockholder approval, the Company would not be permitted, under the rules of the Nasdaq Stock Market, to issue any shares of Class A common stock upon conversion of Preferred Shares sold under the Purchase Agreement if the issuance of such shares of Class A common stock would exceed 19.99% of the shares of Class A common stock outstanding immediately prior to the execution of the Purchase Agreement (the “ Exchange Cap ”). Although the Investors could waive this stockholder approval condition in connection with the Company’s request to an additional closing, it would not be in their economic interests because they would not be permitted under the terms of the Certificate of Designations, and the Company would not be permitted under the Exchange Cap, to convert the Preferred Shares purchased in such additional closing if the issuance of such shares of Class A common stock would be in excess of the Exchange Cap and the stockholder approval had not been obtained. Taken together, the stockholder approval requirement demonstrates that neither the Company nor the Investors were irrevocably bound to offer or purchase additional securities pursuant to the Purchase Agreement following the completion of the Initial Closing. This stockholder approval, and the satisfaction of the additional closing condition, was ultimately obtained at the annual meeting of the Company’s stockholders held on July 3, 2025. Finally, each time the Company determines to offer Preferred Shares to the Investors, certain additional conditions must be satisfied or waived by the Investors in order to consummate such requested purchase of the Preferred Shares, including, in addition to the Investor Discretionary Conditions, the following conditions, which may be outside the control of the Company: (i) no default or event of default shall have occurred and be continuing under the Company’s Floating Rate Senior Secured Notes due 2028 or the Company’s 9.0% Convertible Second Lien Senior Secured Notes due 2030 and the Company’s 11.5% Convertible Second Lien Senior Secured Notes due 2030; (ii) no “Material Adverse Effect” (as defined in the Purchase Agreement) shall have occurred; August 22, 2025 Page 6 (iii) No “Triggering Event” (as defined in the Certificate of Designations for the Preferred Shares) shall have occurred since the date of the immediately preceding closing date or is continuing with respect to (i) the suspension from trading or the failure of the Class A common stock to be trading or listed (as applicable) on an “eligible market” for a period of five consecutive trading days, (ii) the occurrence of certain insolvency or bankruptcy related events, (iii) rendering of a final and non-appealable judgment against the Company or any of its significant subsidiaries for the payment of at least $5,500,000 in the aggregate where such judgment is not discharged, stayed, vacated or otherwise satisfied within a specified time period, or (iv) a default by the Company or any of its subsidiaries with respect to any one or more mortgages, agreements or other

<DOCUMENT>
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<TEXT>
 August 11, 2025

Paul Ricci
Chief Executive Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, FL 32826

 Re: Luminar Technologies, Inc./DE
 Registration Statement on Form S-3
 Filed July 29, 2025
 File No. 333-289015
Dear Paul Ricci:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed July 29, 2025
General

1. We note that you are seeking to register a primary offering of Series A
Convertible
 Preferred Stock that may be issued to YA II PN, Ltd., and an
unidentified institutional
 investor under a Securities Purchase Agreement dated May 19, 2025, and
the issuance
 of Class A common stock upon conversion thereof. It appears that you
commenced
 the offering of these securities privately and are now attempting to
complete the
 offering through a public offering. Please provide us with a detailed
legal and factual
 analysis as to how you concluded that you may complete the private
placement of the
 Series A Convertible Preferred Stock issuable under the Securities
Purchase
 Agreement on this Form S-3, consistent with Section 5 of the Securities
Act of 1933.
 Please refer, in part, to Securities Act Sections Compliance and
Disclosure
 Interpretation 134.03.
 August 11, 2025
Page 2

2. Please revise to disclose the material provisions of the Securities
Purchase Agreement,
 including closing conditions. Without limitation, discuss whether
shareholder
 approval is required for the issuance and sale of securities thereunder.
Identify the
 unnamed institutional investor that is party to the Securities Purchase
Agreement, or
 tell us why you believe this is not required.
Exhibits

3. Please file the Securities Purchase Agreement and the Placement Agent
Agreement
 with D. Boral Capital as exhibits to your registration statement. Refer
to Item 601 of
 Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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LUMINAR TECHNOLOGIES, INC.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

September 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Eranga Dias

Re: Luminar Technologies, Inc.

 Registration Statement on Form S-3

 File No. 333-270151

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Luminar Technologies, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on Friday, September 8, 2023, at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

Luminar Technologies, Inc.

By: /s/ Thomas J. Fennimore

Name: Thomas J. Fennimore

Title: Chief Financial Officer

cc:     Daniel Kim, Orrick, Herrington & Sutcliffe LLP

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LUMINAR TECHNOLOGIES, INC.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

April 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Gregory Herbers

Re:    Luminar Technologies, Inc.

Registration Statement on Form S-4

File No. 333-270152

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Luminar Technologies, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-4 to become effective on May 2, 2023, at 4:00 pm, Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

Luminar Technologies, Inc.

By: /s/ Thomas J. Fennimore

Name: Thomas J. Fennimore

Title: Chief Financial Officer

cc:    Daniel Kim, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
March 7, 2023
Thomas Fennimore
Chief Financial Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc./DE
Registration Statement on Form S-4
Filed March 1, 2023
File No. 333-270152
Dear Thomas Fennimore:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 11, 2023
Thomas J. Fennimore
Chief Financial Officer
Luminar Technologies, Inc.
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-38791
Form 8-K
Furnished February 28, 2022
File No. 001-38791
Dear Thomas J. Fennimore:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Luminar Technologies, Inc.

2603 Discovery Drive, Suite 100

Orlando, FL  32826

December 27, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Stephany Yang

Andrew Blume

Re:    Luminar Technologies, Inc.

Form 10-K for the Year Ended December 31, 2021

        Filed March 1, 2022

        File No. 001-38791

        Form 8-K

        Furnished February 28, 2022

        File No. 001-38791

Ladies and Gentlemen:

Set forth below are the responses of Luminar Technologies, Inc. (the “Company” or “Luminar”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated December 13, 2022 with respect to the Company’s above referenced Annual Report on Form 10-K filed on March 1, 2022 (the “Form 10-K”) and Current Report on Form 8-K furnished on February 28, 2022 (the “Form 8-K”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 8-K furnished February 28, 2022

Non-GAAP Financial Measures, page 2

1.We note your disclosure of Order Book as a non-GAAP measure. Please identify for us and disclose the most directly comparable GAAP measure and ensure you present it with greater or equal prominence than the non-GAAP measure and include a quantitative reconciliation. Also describe to us in further detail the nature of the specific adjustments and assumptions used in calculating Order Book. Refer to Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. If all of the information necessary for the reconciliation is not available without unreasonable efforts, identify and disclose the information that is unavailable and its probable significance.

December 27, 2022

Page 2

Response:

     In light of the Staff’s comment, the Company has reconsidered its use of Order Book and concluded that Order Book is appropriately characterized as a metric in that the Company uses it to measure performance against anticipated achievement of planned key milestones of the business and not as a projection of future financial results. As such, the Company believes that Order Book does not represent a non-GAAP financial measure as defined in Item 10(e) of Regulation S-K. The Company respectfully notes that Order Book is defined as the forward-looking cumulative billings estimates of Luminar’s hardware and software products over the lifetime of given vehicle production programs which Luminar’s technology is expected to be integrated into or provided for, based primarily on projected/actual contractual pricing terms and good faith estimates of “take rates” of Luminar’s technology on vehicles. The Company includes programs in its Order Book when (a) it has obtained a written agreement (e.g. non-binding expression of interest arrangement or an agreement for non-recurring engineering project) or public announcement with a major industry player, and (b) the Company expects to ultimately be awarded a significant commercial program.

“Take rates” are the anticipated percentage of new vehicles to be equipped with Luminar’s technology based on a combination of original equipment manufacturer (“OEM”) product offering decisions and predicted end consumer purchasing decisions. Customer production vehicle volume estimates, take rates, and projected and actual contractual pricing terms are generally based on inputs from (i) the OEM/customer, (ii) third-party estimates, and/or (iii) Luminar’s management’s good faith estimates.

As Order Book is based primarily on projected/actual contractual pricing terms and good faith estimates of take rate of Luminar’s technology on vehicles, the Company does not believe there is a relevant comparable GAAP measure.

In compliance with the guidelines in Securities and Exchange Commission Release 33-10751, in future earnings releases and investor presentations, the Company will include the following footnote which explains the Order Book metric:

“We use “Order Book” as a metric to measure performance against anticipated achievement of planned key milestones of our business. Order Book is defined as the forward-looking cumulative billings estimate of Luminar’s hardware and software products over the lifetime of given vehicle production programs which Luminar’s technology is expected to be integrated into or provided for, based primarily on projected / actual contractual pricing terms and our good faith estimates of “take rate” of Luminar’s technology on vehicles. “Take rates” are the anticipated percentage of new vehicles to be equipped with Luminar’s technology based on a combination of original equipment manufacturer (“OEM”) product offering decisions and predicted end consumer purchasing decisions. We include programs in our Order Book when (a) we have obtained a written agreement (e.g. non-binding expression of interest arrangement or an agreement for non-recurring engineering project) or public announcement with a major industry player, and (b) we expect to ultimately be awarded a significant commercial program.

December 27, 2022

Page 3

We believe Order Book provides useful information to investors as a supplemental performance metric as our products are currently in a pre-production stage and therefore there are currently no billings or revenues from commercial grade product sales. OEMs customarily place non-cancelable purchase orders with their automotive component suppliers only shortly before or during production. Consequently, we use Order Book to inform investors about the progress of expected adoption of our technologies by OEMs because there is, in our view, no other better metric available at our stage.

The Order Book estimate may be impacted by various factors, as described in “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent filings with the Securities and Exchange Commission, including, but not limited to the following:

(i)None of our customers make contractual commitments to use our lidar sensors and software until all test and validation activities have been completed, they have finalized plans for integrating our systems, have a positive expectation of the market demand for our features, and unrelated to us, have determined that their vehicle is ready for market and there is appropriate consumer demand. Consequently, there is no assurance or guarantee that any of our customers, including any programs which we included in our Order Book estimates will ever complete such testing and validation or enter into a definitive volume production agreement with us or that we will receive any billings or revenues forecasted in connection with such programs.

(ii)The development cycles of our products with new customers vary widely depending on the application, market, customer and the complexity of the product. In the automotive market, for example, this development cycle can be as long as seven or more years. Variability in development cycles make it difficult to reliably estimate the pricing, volume or timing of purchases of our products by our customers.

(iii)Customers cancel or postpone implementation of our technology.

(iv)We may not be able to integrate our technology successfully into a larger system with other sensing modalities.

(v)The product or vehicle model that is expected to include our lidar products may be unsuccessful, including for reasons unrelated to our technology.

These risks and uncertainties may cause our future actual sales to be materially different than that implied by the Order Book metric.

2.Considering you calculate both Free Cash Flow and Cash Spend as operating cash flows less capital expenditures, please remove references to Cash Spend from future filings. Also ensure that you reconcile Free Cash Flow to the most directly comparable GAAP measure within your earnings release Forms 8-K and within your other public

December 27, 2022

Page 4

disclosures, such as investor presentations provided on your website. See Item 10(e)(1)(i)(B) of Regulation S-K and Item 100(a)(2) of Regulation G, as applicable.

Response:

The Company will revise future earnings releases or other applicable filings to remove references to “Cash Spend” as requested. In addition, the Company will continue to provide a reconciliation of Free Cash Flow to Net Cash Generated or Used in Operating Activities, which is the most directly comparable GAAP measure in its earnings releases furnished on Form 8-K and will do so within its other public disclosures, including investor presentations provided on the Company’s website, as the Company did in its earnings releases attached as Exhibit 99.1 to Current Reports on Form 8-K furnished to the Commission on May 5, 2022, August 8, 2022 and November 2, 2022.

Form 10-K for the Year Ended December 31, 2021

Notes to Consolidated Financial Statements

Revenue Recognition, page 61

3.Please tell us in sufficient detail the nature of the pre-production activities you perform as part of your revenue-generating activities and your determination of whether these activities represent promised goods or services under ASC 606. Also tell us how you account for pre-production costs and how your policies comply with applicable accounting guidance, such as ASC 340-10 and ASC 340-40. In doing so, specify the nature of the costs that are capitalized versus those that are expensed as incurred. We note, for example, that your research and development accounting policy on page 63 discusses tooling and prototype material costs that are expensed as incurred while your property and equipment accounting policy on page 60 references capitalized tooling costs. Clarify your disclosures in future filings for the items addressed in this comment.

Response:

As described on page 58 of the Form 10-K, the Company has two reportable segments: “Autonomy Solutions” and “Components”. During 2021, revenue from the Autonomy Solutions segment was primarily generated from the sale of prototype lidar sensors and non-recurring engineering (“NRE”) services; and revenue from the Components segment was primarily generated from the development and production of specialized wafers, dies, and avalanche photodiodes as well as NRE services related to the design of custom products.

Pre-production costs incurred in connection with revenue generating activities related to the Components segment were not material to the Company’s consolidated 2021 financial results.

Please see below for a discussion on the Autonomy Solutions segment regarding (i) the nature of pre-production activities performed and costs incurred in connection with revenue-generating activities, (ii) the nature of promised goods or services in contracts with customers

December 27, 2022

Page 5

under ASC 606, and (iii) the Company’s accounting for pre-production activities and costs incurred during 2021 and compliance with applicable accounting guidance.

Nature of pre-production activities and costs incurred:

During 2021, pre-production activities performed and costs incurred in connection with revenue-generating activities related to the Autonomy Solutions segment were as follows:

(a) Sensor Platform development

The Company primarily performs the following pre-production activities, engineering, design, testing and development of features and functionality of the Company’s commercial Laser Imaging, Detection and Ranging (“lidar”) product offerings (“Sensor Platform development”).

Activities associated with Sensor Platform development include efforts related to development of transmitter, receiver, and other integrated circuits and technologies included in the Company’s lidar sensors, along with design of manufacturing processes and methods to enable future commercial scale production of the lidar sensors, and engineering efforts related to firmware and software which will enable functionality like detection and classification of objects, collision avoidance and safety, and other driver assistance capabilities.

Costs incurred in connection with Sensor Platform development include wages and benefits for in-house engineering resources and other personnel, fees paid to third party consultants and contractors, materials, tooling, travel, subscription fees for third party software tools and depreciation & amortization of equipment and other related expenses.

At the end of 2021, the Company neither achieved technological feasibility of its developed software nor achieved a level of certainty to anticipate imminent sales of commercial grade series production lidar sensors and had not commenced sales of commercial grade series production of its lidar sensors.

(b) Prototype lidar sensors

During 2021, the Company had low volume sales of prototype lidar sensors. These prototypes enable customers to evaluate the Company’s technology and assess certain key functionalities of the sensors still in-development. Costs incurred in connection with the sale of prototype lidar sensors include direct and allocated costs related to manufacturing the sensors.

(c) NRE services

Certain customers engage the Company to perform engineering services to either modify features and functionalities of the Sensor Platform and prototype lidar sensors

December 27, 2022

Page 6

based on customer specification or to integrate the Company’s lidar sensors into the customer’s vehicle platforms. NRE activities are incremental to the activities on development of the Sensor Platform, and typically result in modification or enhancement of the Sensor Platform. The Company retains intellectual property developed during execution of NRE activities and may use such intellectual property for development of next generation Sensor Platform. Costs incurred to deliver the NRE services include allocated third-party consultants and contractors, wages and benefits for in-house engineering and other personnel, and other related expenses.

Promised goods or services in customer contracts under ASC 606:

During 2021, within the Autonomy Solutions reportable segment, sales of prototype lidar sensors and NRE services represented the promised goods or services in contracts with customers under ASC 606. Revenue from sales of prototype lidar sensors was generally recognized at a point in time upon shipment or delivery. Revenue from NRE services was generally recognized over time using an input method based on contract costs incurred to date compared to total estimated contract costs.

Accounting for pre-production activities costs incurred and compliance with applicable accounting guidance:

During 2021, the accounting treatment for pre-production activities and costs incurred in connection with such pre-production activities was as follows:

(a) Sensor Platform development

Costs incurred in connection Sensor Platform development are primarily expensed as incurred in Operating Expenses in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Pre-production activities related to Sensor Platform development are not promised goods or services or activities that transfer a good or service to a customer under ASC 606. In making this determination, the Company considered various factors, including (i) these activities do not result in any right to payment for pre-production activities as related costs are incurred in advance of execution of contracts with customers, (ii) the Company shall own all rights to intellectual property developed in connection with the pre-production activities, (iii) the Company is not obligated to provide any periodic updates on progress of Sensor Platform development to any customer, and (iv) customers do not take ownership of any

United States securities and exchange commission logo
December 13, 2022
Thomas J. Fennimore
Chief Financial Officer
Luminar Technologies, Inc.
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-38791
Form 8-K
Furnished February 28, 2022
File No. 001-38791
Dear Thomas J. Fennimore:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K furnished February 28, 2022
Non-GAAP Financial Measures, page 2
1.We note your disclosure of Order Book as a non-GAAP measure.  Please identify for us
and disclose the most directly comparable GAAP measure and ensure you present it with
greater or equal prominence than the non-GAAP measure and include a quantitative
reconciliation.  Also describe to us in further detail the nature of the specific adjustments
and assumptions used in calculating Order Book.  Refer to
Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.  If all of
the information necessary for the reconciliation is not available without unreasonable
efforts, identify and disclose the information that is unavailable and its probable

 FirstName LastNameThomas J.  Fennimore
 Comapany NameLuminar Technologies, Inc.
 December 13, 2022 Page 2
 FirstName LastName
Thomas J.  Fennimore
Luminar Technologies, Inc.
December 13, 2022
Page 2
significance.
2.Considering you calculate both Free Cash Flow and Cash Spend as operating cash flows
less capital expenditures, please remove references to Cash Spend from future filings.
Also ensure that you reconcile Free Cash Flow to the most directly comparable GAAP
measure within your earnings release Forms 8-K and within your other public disclosures,
such as investor presentations provided on your website.  See Item 10(e)(1)(i)(B) of
Regulation S-K and Item 100(a)(2) of Regulation G, as applicable.
Form 10-K for the Year Ended December 31, 2021
Notes to Consolidated Financial Statements
Revenue Recognition, page 61
3.Please tell us in sufficient detail the nature of the pre-production activities you perform as
part of your revenue-generating activities and your determination of whether these
activities represent promised goods or services under ASC 606.  Also tell us how
you account for pre-production costs and how your policies comply with applicable
accounting guidance, such as ASC 340-10 and ASC 340-40.  In doing so, specify the
nature of the costs that are capitalized versus those that are expensed as incurred.  We
note, for example, that your research and development accounting policy on page 63
discusses tooling and prototype material costs that are expensed as incurred while your
property and equipment accounting policy on page 60 references capitalized tooling
costs.  Clarify your disclosures in future filings for the items addressed in this comment.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Stephany Yang at (202) 551-3167 or Andrew Blume at (202) 551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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LUMINAR TECHNOLOGIES, INC.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

April 11, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Gregory Herbers

Re:

 Luminar Technologies, Inc.

 Registration Statement on Form S-3

 File No. 333-263745

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Luminar Technologies, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on Wednesday, April 13, 2022, at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

Luminar Technologies, Inc.

By:

 /s/ Thomas J. Fennimore

Name: Thomas J. Fennimore

Title: Chief Financial Officer

cc:    Daniel Kim, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
March 29, 2022
Austin Russell
President and Chief Executive Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc./DE
Registration Statement on Form S-3
Filed March 21, 2022
File No. 333-263745
Dear Mr. Russell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel Kim

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LUMINAR TECHNOLOGIES, INC.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

February 1, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Gregory Herbers

Re: Luminar Technologies, Inc.

 Registration Statement on Form S-3

 File No. 333-262250

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Luminar Technologies, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on Thursday, February 3, 2022, at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

Luminar Technologies, Inc.

By:

 /s/ Thomas J. Fennimore

Name: Thomas J. Fennimore

Title: Chief Financial Officer

cc:    Daniel Kim, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
January 25, 2022
Austin Russell
President and Chief Executive Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc./DE
Registration Statement on Form S-3
Filed January 20, 2022
File No. 333-262250
Dear Mr. Russell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel Kim

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Luminar Technologies, Inc.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

July 28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Geoff Kruczek, Esq.

Re:Luminar Technologies, Inc.

Registration Statement on Form S-1

File No. 333-257989

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Luminar Technologies, Inc. (the “Company”) respectfully requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective on July 29, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

If you have any questions regarding this request, please contact Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

LUMINAR TECHNOLOGIES, INC.

By: /s/ Thomas J. Fennimore

Name: Thomas J. Fennimore

Title: Chief Financial Officer

cc: Austin Russell, Luminar Technologies, Inc.

 Daniel S. Kim, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
July 23, 2021
Thomas Fennimore
Chief Financial Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc./DE
Registration Statement on Form S-1
Filed July 16, 2021
File No. 333-257989
Dear Mr. Fennimore:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel S. Kim

CORRESP
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 Luminar Technologies, Inc.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

 February 1, 2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Erin M. Purnell, Esq.

Re: Luminar Technologies, Inc.

Registration Statement on Form S-1

File No. 333-251657

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Luminar Technologies, Inc. (the “Company”) respectfully requests that the effective date of the above-referenced Registration Statement on Form
S-1 be accelerated so that the same will become effective on February 1, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

 The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe
LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 The Company requests that it be notified of such effectiveness
by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

 If you have
any questions regarding this request, please contact Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

 Very truly yours,

 LUMINAR TECHNOLOGIES, INC.

 By:

 /s/ Thomas J. Fennimore

 Name:

 Thomas J. Fennimore

 Title:

 Chief Financial Officer

 cc:

 Austin Russell, Luminar Technologies, Inc.

Daniel S. Kim, Orrick, Herrington & Sutcliffe LLP

CORRESP
1
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CORRESP

 Luminar Technologies, Inc.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

 January 29, 2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Erin M. Purnell, Esq.

 Re: Luminar Technologies,
Inc.

 Registration Statement on Form S-1

File No. 333-251657

Ladies and Gentlemen:

 Reference is made to our letter, filed
as correspondence via EDGAR on January 25, 2021, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Wednesday, January 27, 2021 at 4:30 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If you have any questions regarding this request, please contact Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

LUMINAR TECHNOLOGIES, INC.

By:

 /s/ Thomas J. Fennimore

Name:

Thomas J. Fennimore

Title:

Chief Financial Officer

cc:
 Austin Russell, Luminar Technologies, Inc.

Daniel S. Kim, Orrick, Herrington & Sutcliffe LLP

CORRESP
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 Luminar Technologies, Inc.

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

 January 25, 2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Erin M. Purnell, Esq.

 Re: Luminar Technologies,
Inc.

 Registration Statement on Form S-1

File No. 333-251657

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Luminar Technologies, Inc. (the “Company”) respectfully requests that the effective date of the above-referenced Registration Statement on Form
S-1 be accelerated so that the same will become effective on January 27, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

 The Company hereby authorizes Daniel Kim of Orrick, Herrington & Sutcliffe
LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 The Company requests that it be notified of such effectiveness
by a telephone call to Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

 If you have
any questions regarding this request, please contact Daniel Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

Very truly yours,

LUMINAR TECHNOLOGIES, INC.

By:

 /s/ Thomas J. Fennimore

Name:

Thomas J. Fennimore

Title:

Chief Financial Officer

cc:
 Austin Russell, Luminar Technologies, Inc.

Daniel S. Kim, Orrick, Herrington & Sutcliffe LLP

CORRESP
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 January 13, 2021

Via EDGAR

 Orrick, Herrington & Sutcliffe LLP

631 Wilshire Blvd.

 Suite 2C

Santa Monica, CA 90401

 +1 310 633 2800

orrick.com

 Erin M. Purnell, Esq.

 Office of
Manufacturing

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
 Luminar Technologies, Inc.

Registration Statement on Form S-1

Filed December 23, 2020

File No. 333-251657

Dear Ms. Purnell:

 On behalf of our client, Luminar
Technologies, Inc. (the “Company”), we submit this letter to the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Registration Statement on
Form S-1 (the “Registration Statement”). Set forth below are the Company’s responses to the comments contained in the Staff’s letter dated January 5, 2021. The Staff’s
comments are repeated below in italicized, bold face type and followed by the Company’s responses in regular type. Concurrent with this letter, the Company is filing its Amendment No. 1 to the Registration Statement on Form S-1, which incorporates the Company’s responses to the Staff’s comments.

 Registration Statement on Form S-1 filed December 23, 2020

 General

1.
 We note your registration statement covers the offer and sale by you of up to 6,666,666 shares of
Class A Stock that are issuable upon the exercise of 6,666,666 warrants that appear to have been immediately exercisable when issued privately. Please note that a transaction that commenced privately
cannot be converted to a registered offering. Please revise the registration statement to remove the primary issuance of up to 6,666,666 shares of Class A Stock or tell us why the warrants were not
immediately exercisable when issued. Refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations.

Response:

 The Company respectfully
acknowledges that a transaction commenced privately cannot be converted to a registered offering. As described in Securities Act Sections Compliance and Disclosure Interpretations Question 103.04 (“C&DI 103.04”), the offer and sale of
a warrant that is exercisable within one year is deemed to be an offering of both such warrant and the underlying security. Therefore, the securities underlying an immediately exercisable warrant must be registered at the time the offer and sale of
the warrant is registered. However, C&DI 103.04 goes on to state that if the warrant is not exercisable within one year, the issuer may choose not to register the underlying security at the time of registering the warrant, provided that the
underlying security is registered no later than the date the warrant becomes exercisable.

 Erin M. Purnell

 SEC Division
of Corporation Finance

 January 13, 2021

 Page 2

The Company respectfully advises the Staff that the 6,666,666 shares of Class A Stock issuable upon the exercise of 6,666,666 warrants
(the “Private Warrants”) were not exercisable within one year of their issuance. The Private Warrants, which were issued in connection with the closing of the initial public offering (the “IPO”) of the Company (f/k/a Gores
Metropoulos, Inc.) in February 2019, are subject to the terms of a warrant agreement, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, dated as of January 31, 2019, filed as Exhibit 4.2
to the Registration Statement (the “Warrant Agreement”). The Warrant Agreement provides that the Private Warrants may only be exercised during a period that commences on the later of (i) the date that is 30 days after the first
date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses and (ii) the date that is 12 months from
the date of the closing of the IPO. Clause (ii) of that provision therefore ensures that the Private Warrants were not exercisable within one year. In addition, the business combination between the Company and Luminar Holdco, LLC (f/k/a
Luminar Technologies, Inc.) closed on December 2, 2020, more than one year after the issuance of the Private Warrants. Furthermore, the Warrant Agreement provides that the Company has no obligation to deliver shares of Class A Common Stock
upon exercise of a Warrant until the Registration Statement is effective. As a result, the Company believes that there was no “offering” of the underlying shares of Class A Common Stock at the time of the issuance of the Private
Warrants and that the registration of the shares of Class A Common Stock issuable upon the exercise of Private Warrants in the Registration Statement is permitted, as described in C&DI 103.04.

Executive Compensation, page 112

2.
 Please update your executive compensation disclosure to reflect the last completed fiscal year.
Refer to Item 402(c) of Regulation S-K.

 Response:

The Company respectfully advises the Staff that in response to the Staff’s comment, the Company has revised pages 112, 113 and 114 of the
prospectus to include the requested disclosure.

 Erin M. Purnell

 SEC Division
of Corporation Finance

 January 13, 2021

 Page 3

We appreciate your time and attention to the Company’s responses to the Staff’s comments. Should you have any additional questions or concerns or if
any additional supplemental information is required by the Staff, please call me at (310) 633-2803.

 Very truly yours,

/s/ Daniel S. Kim

Daniel S. Kim

cc:
 Thomas Fennimore, Luminar Technologies, Inc.

United States securities and exchange commission logo
January 5, 2021
Thomas Fennimore
Chief Financial Officer
Luminar Technologies, Inc./DE
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Re:Luminar Technologies, Inc./DE
Registration Statement on Form S-1
Filed December 23, 2020
File No. 333-251657
Dear Mr. Fennimore:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note your registration statement covers the offer and sale by you of up to
6,666,666 shares of Class A Stock that are issuable upon the exercise of 6,666,666
warrants that appear to have been immediately exercisable when issued privately.  Please
note that a transaction that commenced privately cannot be converted to a registered
offering.  Please revise the registration statement to remove the primary issuance of up to
6,666,666 shares of Class A Stock or tell us why the warrants were not immediately
exercisable when issued.  Refer to Question 134.02 of our Securities Act Sections
Compliance and Disclosure Interpretations.

 FirstName LastNameThomas Fennimore
 Comapany NameLuminar Technologies, Inc./DE
 January 5, 2021 Page 2
 FirstName LastName
Thomas Fennimore
Luminar Technologies, Inc./DE
January 5, 2021
Page 2
Executive Compensation, page 112
2.Please update your executive compensation disclosure to reflect the last completed fiscal
year. Refer to Item 402(c) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 Gores Metropoulos, Inc.

9800 Wilshire Blvd.

Beverly Hills, CA 90212

 October 27, 2020

 VIA EDGAR

 Sherry Haywood

CF Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549 -3628

Re:
 Gores Metropoulos, Inc. (the “Registrant”)

Registration Statement on Form S-4 (File No. 333-248794)

 Dear Ms. Haywood:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), the Registrant respectfully requests that the effective date of the Registrant’s Registration Statement on Form S-4 (File No. 333-248794) filed with the Securities and Exchange Commission (the “Commission”) on September 14, 2020, as amended by Amendment No. 1 filed on October 19, 2020 and Amendment
No. 2 filed on October 23, 2020 (the “Registration Statement”), be accelerated by the Commission to 4:00 pm Washington D.C. time on October 29, 2020, or as soon as practicable thereafter.

The Registrant hereby acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant hereby
confirms that it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant requests that it be notified of such effectiveness by a telephone call to James R. Griffin of Weil, Gotshal & Manges
LLP at (214) 746-7779 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

 Very truly yours,

 Gores Metropoulos, Inc.

 By:

 /s/ Dean Metropoulos

 Name:

 Dean Metropoulos

 Title:

 Chairman of the Board of Directors

cc:
 Via E-Mail

Andrew McBride

 James R. Griffin,
Esq.

 Kyle C. Krpata, Esq.

Albert Vanderlaan, Esq.

 Daniel
Kim, Esq.

 2

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VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

October 23, 2020

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Sherry Haywood, Division of
Corporate Finance, Office of Manufacturing

Re:
 Gores Metropoulos, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed October 19, 2020

 File
No. 333-248794

 Dear Ms. Haywood:

This letter is sent on behalf of Gores Metropoulos, Inc. (the “Company”) in response to the comments of the Staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated October 21, 2020 (the “Comment Letter”) regarding the above-referenced
filing.

 Please note that the Company today filed with the Commission Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Amendment No. 1 to Form S-4 filed on October 19, 2020

General, page i

1.
 Comment: We note that the proxy statement/prospectus is missing information such as the Gores and Luminar
record dates, the Gores special meeting date, number of shares of Gores and Luminar securities outstanding on the record date, the per share market price on pages 14 and 63, and the ownership information on page 310. Please include this information,
and any other missing information, in a pre-effective amendment.

 Ms. Sherry Haywood

 October 23,
2020

 Page 2

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has revised the disclosure in Luminar’s notice of solicitation and on pages 30, 51 and 121 in Amendment No. 2 to include the record date for Luminar and pages ii, 19, 26, 49, 124, 125 and 339 in Amendment No. 2 to include the
record date for the Company. With respect to the other information requested by the Staff, the Company respectively advises the Staff that such information will be calculated and disclosed based on the ultimate date in which the Commission declares
the registration statement effective, and cannot be reasonably determined at this time. The Company advises the Staff that such information will be provided in the final prospectus filed pursuant to Rule 424 under the Securities Act of 1933,
following the date the registration statement is declared effective.

 What interests does the Sponsor and the Company’s current officers and
directors have in the Business Combination?, page 20

2.
 Comment: Please explain why you have assumed a fixed value of $10.00 per share to calculate the interests
instead of the most recently available price per share.

 Response: The Staff’s comment is noted. The Company
respectfully advises the Staff that the fixed value of $10.00 per share was determined based on the assumed value of $10.00 per share as contemplated by the merger agreement, consistent with the disclosure throughout the prospectus. Please see the
fourth bullet point in the Explanatory Note on pg “(i)” of the prospectus. The Company has added additional disclosure in footnote 1 of the chart throughout the prospectus to clarify such assumption.

Material U.S. Federal Income Tax Considerations of the Mergers to Holders of Luminar Stock that are United States Persons, page 173

3.
 Comment: We note the statement on page 176 that the discussion of the material U.S. federal income tax
consequences “is for general information only.” We believe that statement may be interpreted as an implication that shareholders may not be entitled to rely upon counsel’s opinion. Accordingly, please remove the statement that the
discussion is for general information only.

 Response: The Staff’s comment is noted. Pursuant to the
Staff’s request, the Company has revised the disclosure to remove the statement on pages 173 and 176 to reflect the Staff’s comment.

 Ms. Sherry Haywood

 October 23,
2020

 Page 2

 Consent of Moelis & Company LLC, page Ex.23.3

4.
 Comment: We note the statement that this exhibit applies only to the filed registration statement and not to
any amendments except with prior written consent. Please provide the basis for the consent not applying to amendments or confirm for us that the consent will be filed with each amendment.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has filed a new consent for Amendment No. 2
to reflect the Staff’s comment and confirms that a new consent from Moelis will be filed with each additional amendment.

 If you have
any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (214) 746-7779. Thank you for your time and consideration.

 Sincerely,

 /s/ James R. Griffin

James R. Griffin, Esq.

cc:
 Via E-mail

Andrew McBride

 Kyle C. Krpata,
Esq.

 Albert Vanderlaan, Esq.

Daniel Kim, Esq.

United States securities and exchange commission logo
October 21, 2020
Andrew McBride
Chief Financial Officer
Gores Metropoulos, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re:Gores Metropoulos, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 19, 2020
File No. 333-248794
Dear Mr. McBride:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 9, 2020 letter.
Form S-4 filed October 19, 2020
General, page i
1.We note that the proxy statement/prospectus is missing information such as the Gores and
Luminar record dates, the Gores special meeting date, number of shares of Gores and
Luminar securities outstanding on the record date, the per share market price on pages 14
and 63, and the ownership information on page 310. Please include this information, and
any other missing information, in a pre-effective amendment.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos, Inc.
 October 21, 2020 Page 2
 FirstName LastName
Andrew McBride
Gores Metropoulos, Inc.
October 21, 2020
Page 2
What interests does the Sponsor and the Company’s current officers and directors have in the
Business Combination?, page 20
2.Please explain why you have assumed a fixed value of $10.00 per share to calculate the
interests instead of the most recently available price per share.
Material U.S. Federal Income Tax Considerations of the Mergers to Holders of Luminar Stock
that are United States Persons, page 173
3.We note the statement on page 176 that the discussion of the material U.S. federal
income tax consequences “is for general information only.” We believe that statement
may be interpreted as an implication that shareholders may not be entitled to rely upon
counsel’s opinion. Accordingly, please remove the statement that the discussion is
for general information only.
Consent of Moelis & Company LLC, page Ex.23.3
4.We note the statement that this exhibit applies only to the filed registration statement and
not to any amendments except with prior written consent. Please provide the basis for the
consent not applying to amendments or confirm for us that the consent will be filed with
each amendment.
            You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney, at (202) 551-3345 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Gores Metropoulos, Inc.

9800 Wilshire Blvd.

Beverly Hills, CA 90212

 October 20, 2020

 VIA EDGAR

 Sherry Haywood

CF Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
 Withdrawal of Acceleration Request of Gores Metropoulos, Inc.

Registration Statement on Form S-4 filed on September 14, 2020, as amended by

Amendment No. 1 filed on October 19, 2020 (the “Registration Statement”)

(File No. 333-248794)

Dear Ms. Haywood:

 Reference is made to our
letter, filed as correspondence via EDGAR on October 19, 2020, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, October 22, 2020, at 4:00 p.m. Washington, D.C. time,
in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

 Thank you for your assistance. If you should have any questions, please contact James R. Griffin of Weil, Gotshal & Manges
LLP, counsel to the registrant, by telephone at (214) 746-7779.

 Very truly yours,

Gores Metropoulos, Inc.

By:

 /s/ Dean Metropoulos

Name:

Dean Metropoulos

Title:

Chairman of the Board of Directors

Cc:
 Via E-Mail

Andrew McBride

 James R. Griffin,
Esq.

 Kyle C. Krpata, Esq.

Albert Vanderlaan, Esq.

 Daniel
Kim, Esq.

CORRESP
1
filename1.htm

CORRESP

 Gores Metropoulos, Inc.

9800 Wilshire Blvd.

Beverly Hills, CA 90212

 October 19,
2020

 VIA EDGAR

 Sherry Haywood

CF Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549 -3628

Re:
 Gores Metropoulos, Inc. (the “Registrant”)

Registration Statement on Form S-4 (File No. 333-248794)

 Dear Ms. Haywood:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), the Registrant respectfully requests that the effective date of the Registrant’s Registration Statement on Form S-4 (File No. 333-248794) filed with the Securities and Exchange Commission (the “Commission”) on September 14, 2020, as amended by Amendment No. 1 filed on October 19, 2020 (the
“Registration Statement”), be accelerated by the Commission to 4:00 pm Washington D.C. time on October 22, 2020, or as soon as practicable thereafter.

The Registrant hereby acknowledges the following:

•
 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•
 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The
Registrant hereby confirms that it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant requests that it be notified of such effectiveness by a telephone call to James R. Griffin of Weil, Gotshal & Manges
LLP at (214) 746-7779 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

 Very truly yours,

Gores Metropoulos, Inc.

By:

 /s/ Dean Metropoulos

Name:

Dean Metropoulos

Title:

Chairman of the Board of Directors

cc:
 Via E-Mail

Andrew McBride

 James R. Griffin,
Esq.

 Kyle C. Krpata, Esq.

Albert Vanderlaan, Esq.

 Daniel
Kim, Esq.

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

 October 19, 2020

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Sherry Haywood, Division of
Corporate Finance, Office of Manufacturing

Re:
 Gores Metropoulos, Inc.

Registration Statement on Form S-4

Filed September 14, 2020

File No. 333-248794

Dear Ms. Haywood:

 This letter is sent on
behalf of Gores Metropoulos, Inc. (the “Company”) in response to the comments of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in
its letter dated October 9, 2020 (the “Comment Letter”) regarding the above-referenced filing.

 Please note that the
Company today filed with the Commission Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”) reflecting, among other things, the revisions set
forth below.

 For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings
and numbers in the Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Registration Statement on Form S-4 filed on September 14, 2020

Proxy Statement/Prospectus Cover Page/Letter to Stockholders of Gores, page 1

1.
 Comment: Please disclose the total number of shares that will be issued in connection with the transactions.
See Item 501(b)(2) of Regulation S-K.

 Ms. Sherry Haywood

 October 19, 2020

 Page
 2

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has revised the disclosure on the prospectus cover page, in the letter to stockholders and on pages 1, 11, 177 and 205 to reflect the Staff’s comment.

What equity stake will the current stockholders of the Company..., page 15

2.
 Comment: We note your disclosure on page 106 that the post-combination company will be a controlled company
within the meaning of NASDAQ listing standards. Please revise your disclosure in this section to discuss the fact that Austin Russell will control a majority of the voting power of the company after the business combination. Your discussion should
state Mr. Russell’s ownership percentage.

 Response: The Staff’s comment is noted. Pursuant to the
Staff’s request, the Company has revised the disclosure on pages 15 and 16 to reflect the Staff’s comment.

 What interests does the Sponsor
and the Company’s current officers and directors have in the Business Combination?, page 20

3.
 Comment: Please quantify the interests each of your sponsor, current officers and directors will receive in
the business combination.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has revised the disclosure on pages 21, 54, 95, 128, 161 and 228 to reflect the Staff’s comment.

 Summary

Our Board’s Reasons for Approval of the Business Combination, page 41

4.
 Comment: Please revise to provide balanced disclosure that addresses potential negatives or risks of the
business combination. Please also include similarly balanced disclosure in the Luminar board discussion on page 42.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 42 and 44 to
reflect the Staff’s comment.

 Opinion of the Company’s Financial Advisor, page 148

5.
 Comment: We note the disclosure that Moelis & Company provided the Board with its financial
analysis and a fairness opinion. Please file the consent of Moelis as an exhibit.

 Response: The Staff’s comment
is noted. Pursuant to the Staff’s request, the Company has filed the consent of Moelis as Exhibit 23.3 to Amendment No. 1.

 Ms. Sherry Haywood

 October 19, 2020

 Page
 3

 Certain Material U.S. Federal Income Tax Considerations of the Mergers to Holders of Luminar

Stock..., page 170

6.
 Comment: We note that you will file a tax opinion in a future amendment. Please revise your prospectus
disclosure to provide a firm conclusion regarding treatment of the transaction under Section 368(a) and remove language stating that it is intended that, or generally, certain material tax consequences will apply. Please revise disclosure on
page 170 that the discussion is “intended as a general summary only” and the section headers which indicate that the opinion only covers “certain” material tax consequences. Similarly, please revise the disclosure on page 173
indicating the discussion is not a “complete analysis.” Refer to Section III of Staff Legal Bulletin No. 19 for guidance.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company and Luminar have revised the disclosure on pages
173, 174 and 176 to provide a firm conclusion regarding the treatment of the transaction under Section 368(a).

 If you have any questions or would
like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (214) 746-7779. Thank you for your time and consideration.

Sincerely,

 /s/ James R. Griffin

James R. Griffin, Esq.

cc:
 Via E-mail

Andrew McBride

 Kyle C. Krpata,
Esq.

 Albert Vanderlaan, Esq.

Daniel Kim, Esq.

United States securities and exchange commission logo
October 9, 2020
Andrew McBride
Chief Financial Officer
Gores Metropoulos, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re:Gores Metropoulos, Inc.
Registration Statement on Form S-4
Filed September 14, 2020
File No. 333-248794
Dear Mr. McBride:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 14, 2020
Proxy Statement/Prospectus Cover Page/Letter to Stockholders of Gores, page 1
1.Please disclose the total number of shares that will be issued in connection with the
transactions. See Item 501(b)(2) of Regulation S-K.
What equity stake will the current stockholders of the Company..., page 15
2.We note your disclosure on page 106 that the post-combination company will be a
controlled company within the meaning of NASDAQ listing standards.  Please revise your
disclosure in this section to discuss the fact that Austin Russell will control a majority of
the voting power of the company after the business combination.  Your discussion should
state Mr. Russell's ownership percentage.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos, Inc.
 October 9, 2020 Page 2
 FirstName LastNameAndrew McBride
Gores Metropoulos, Inc.
October 9, 2020
Page 2
What interests does the Sponsor and the Company’s current officers and directors have in the
Business Combination?, page 20
3.Please quantify the interests each of your sponsor, current officers and directors will
receive in the business combination.
Summary
Our Board's Reasons for Approval of the Business Combination, page 41
4.Please revise to provide balanced disclosure that addresses potential negatives or risks of
the business combination.  Please also include similarly balanced disclosure in the
Luminar board discussion on page 42.
Opinion of the Company’s Financial Advisor, page 148
5.We note the disclosure that Moelis & Company provided the Board with its financial
analysis and a fairness opinion. Please file the consent of Moelis as an exhibit.
Certain Material U.S. Federal Income Tax Considerations of the Mergers to Holders of Luminar
Stock..., page 170
6.We note that you will file a tax opinion in a future amendment. Please revise your
prospectus disclosure to provide a firm conclusion regarding treatment of the transaction
under Section 368(a) and remove language stating that it is intended that, or generally,
certain material tax consequences will apply. Please revise disclosure on page 170 that the
discussion is “intended as a general summary only” and the section headers which indicate
that the opinion only covers “certain” material tax consequences. Similarly, please revise
the disclosure on page 173 indicating the discussion is not a “complete analysis.” Refer to
Section III of Staff Legal Bulletin No. 19 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos, Inc.
 October 9, 2020 Page 3
 FirstName LastName
Andrew McBride
Gores Metropoulos, Inc.
October 9, 2020
Page 3
            You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney, at (202) 551-3345 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing