{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-000912","form_type":"8-K","ticker":null,"cik":"0001758057","company_name":"Luminar Technologies, Inc./DE","filed_at":"2026-01-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.091915+00:00","generated_at":"2026-05-16T10:54:44.735742+00:00","sec_items":["1.01","3.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Luminar in Chapter 11 to sell LiDAR assets to Quantum Computing for $22M; Nasdaq delisting imminent","bullets":["Purchase agreement with Quantum Computing Inc. (QUBT) for $22M cash as stalking-horse bidder under Section 363 of Bankruptcy Code.","Break-up fee of 3% of cash consideration plus up to $500k expense reimbursement if not successful bidder.","Closing expected by March 31, 2026, subject to Bankruptcy Court approval and higher competing bids.","Nasdaq notified company it will file Form 25 on Jan 13, 2026 to delist common stock; trading suspended since Dec 24, 2025; now trades OTC Pink under LAZRQ.","Chapter 11 cases filed Dec 15, 2025; sale process includes auction for potentially higher offers."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-000912","json":"https://secwatch.observer/filing/0001140361-26-000912.json","markdown":"https://secwatch.observer/filing/0001140361-26-000912.md","text":"https://secwatch.observer/filing/0001140361-26-000912.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/ef200562700_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T10:54:44.735742+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0900f36889b55392cdd107656ecfbe61e077a9a6","claim":"Luminar Technologies, Inc./DE received a nasdaq noncompliance notice notice regarding late filing (rules 5830).","evidence_excerpt":"January 13, 2026 announcing that Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) to delist and deregister the Company’s Common Stock. The delisting from Nasdaq and deregistration of the Common Stock under Section 12(b) of the Exchange Act will be effective 10 days and 90 days (or such shorter period as the SEC may determine) after the filing of the Form 25, respectively. Trading of the Common Stock on Nasdaq was previously suspended on December 24, 2025 and the stock has not traded on Nasdaq since that time. The Common Stock currently trades on the OTC M","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","confidence":0.82},{"claim_id":"5e8651f86dd7acb13de9f1e108d1afaf1c7e11a5","claim":"Luminar Technologies, Inc./DE entered into Purchase Agreement with Quantum Computing Inc. valued at $22,000,000 (effective 2026-01-11).","evidence_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 3.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001493152-26-026559","ticker":"WINV","company_name":"WinVest Acquisition Corp.","filed_at":"2026-06-01T15:20:55+00:00","headline":"WinVest amends business combination agreement to add ADS structure and share restructuring","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026559","json":"https://secwatch.observer/filing/0001493152-26-026559.json","markdown":"https://secwatch.observer/filing/0001493152-26-026559.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"On May 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination Agreement was amended and restated in its entirety","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 3.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 11, 2026, the Company and certain of its affiliates (together, the “ Sellers ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Quantum Computing Inc. (the “ Buyer ”) pursuant to which, subject to the terms and conditions set forth therein, the Buyer agreed to acquire specified assets related to the Sellers’ LiDAR business and assume certain liabilities (the “ Transaction ”), for cash consideration of $22,000,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1758057/000114036126000912/0001140361-26-000912-index.htm","comparable_excerpt":"In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}