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