QUBT · Quantum Computing, Inc.

Quantum Computing, Inc. executed a strategic acquisition of Luminar Semiconductor, Inc. (LSI), a Delaware-based designer and manufacturer of photonic components, application-specific integrated circuits, and pixel-based sensors, completing the transaction on February 2, 2026. The $110.0 million all-cash deal—adjusted to $108.5 million after working capital reconciliation—represents a material expansion into semiconductor photonics, complementing Quantum’s core quantum computing focus. LSI operates three subsidiaries (Optogration, Freedom Photonics, and EM4) serving aerospace, defense, communications, and automotive markets. The acquisition was structured as a stock purchase, with $97.5 million paid at closing and $11.0 million placed in escrow for 12 months to secure limited indemnification obligations of Luminar Technologies, Inc., the Seller. Critically, the $84.8 million intercompany payable from LSI to its former parent was extinguished at closing, materially improving the pro forma balance sheet by eliminating a large current liability. Preliminary purchase accounting allocates $86.5 million to goodwill—over 79% of the adjusted purchase price—indicating significant intangible value attributed to technology, customer relationships, and synergies. The unaudited pro forma financials reflect combined operations as if the deal closed on December 31, 2025, showing $30.5 million in consolidated revenue but a $31.9 million net loss, driven largely by LSI’s $11.8 million net loss and Quantum’s pre-existing $18.7 million loss. Integration costs, amortization of newly recognized intangibles ($13.5 million), and transaction expenses ($6.6 million) are reflected in pro forma adjustments. Given the size relative to Quantum’s existing scale, the strategic pivot into photonics hardware, and the material impact on balance sheet structure and earnings, this acquisition constitutes a HIGH materiality event with lasting implications for Quantum’s technology roadmap, cost base, and competitive positioning.