AEye, Inc. entered into letter of intent to acquire CF Finance Acquisition Corp. III (NasdaqCM:CFAC) from CF Finance Holdings III, LLC, BC Capital Management Services Limited, HGC Investment Management Inc.,Kepos Capital LP, Weiss Asset Management LP, Polar Asset Management Partners Inc.,Highbridge Capital Management, LLC and others in a reverse merger transaction for $1.7 billion on January 7, 2021. AEye, Inc. entered into a definitive merger agreement to acquire CF Finance Acquisition Corp. III (NasdaqCM:CFAC) in a reverse merger transaction for $1.7 billion on February 17, 2021. Assuming no redemptions by CF III stockholders, the transaction is expected to deliver up to $455 million of gross proceeds, including the contribution of up to $232 million of cash held in CF III's trust account. The transaction is further supported by a $225 million fully committed PIPE anchored by strategic and institutional investors including GM Ventures, Subaru-SBI, Intel Capital, Hella Ventures, Taiwania Capital, and other undisclosed investors to be announced. On April 30, 2021, CF Finance entered into Amendment No. 1 to the Merger Agreement, pursuant to which the numerator used to calculate the “Price Per AEye Share” was decreased from $1.9 billion to $1.52 billion. All cash remaining in CF III at the closing of the transaction after paying off transaction expenses and CF III liabilities is expected to be used to retire debt and to add cash to AEye's balance sheet for working capital, growth capex and other general corporate purposes. Post-closing CF III's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 1.3% if the Combined Entity, the PIPE Investors will own approximately 10.1% of the Combined Entity, the Sponsor, the other initial stockholders and their affiliates, through their ownership of Founder Shares, Placement Units and the purchase by the Sponsor of Class A Common Stock in the PIPE Investment, will retain an ownership interest of approximately 3.3% of the Combined Entity, and existing holders of AEye Capital Stock and AEye Convertible Equity Instruments will own approximately 75.4% of the Combined Entity. The combined company will be called AEye Holdings, Inc. and is expected to be publicly listed on Nasdaq following the close of the transaction. Upon closing, AEye will trade on Nasdaq under the ticker symbol “LIDR”.

Following completion of the transaction, AEye will retain its experienced management team, with Blair LaCorte as President  and Chief Executive Officer, Luis Dussan as Chief Technology Officer and Chief Product Strategist, Thomas R. Tewell as Chief Operating Officer, Andrew S. Hughes as Secretary and General Counsel and Robert Brown as Treasurer, Chief Financial Officer and Chief Accounting Officer, Wen Hsieh, Bernd Gottschalk, Karl-Thomas Neumann, Timothy J. Dunn and Carol DiBattiste, with Carol DiBattiste serving as the Chairperson of the Combined Entity Board. Under the Merger Agreement, the obligations of the parties to consummate the Transaction is subject to a number of customary conditions including, among others, the following: (i) the approval of the Merger and the other stockholder proposals required to approve the Transaction by CF III's stockholders and AEye's stockholders, (ii) all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable, (iii) the effectiveness of the Registration Statement, (iv) the shares of Class A Common Stock to be issued to AEye stockholders and PIPE investors having been approved for listing on Nasdaq, subject to round lot holder requirements, and (v) CF III having a minimum of $5,000,001 of net tangible assets upon the Closing (after giving effect to any Redemptions and any PIPE Investment), AEye shall have obtained executed Lock-Up Agreements and other customary closing conditions. The CF III Board recommends that our stockholders vote “FOR" with the Business Combination. The Board of Directors of each of AEye and CF III have unanimously approved the transaction. As of May 3, 2021, the Board of Directors of CF III and AEye have each unanimously approved the amended terms of the transaction, which requires the approval of the stockholders of CF III and AEye, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The 30 calendar-day waiting period expired on April 5, 2021. As of July 21, 2021, Securities and Exchange Commission has declared effective CF III's registration statement on Form S-4. CF III will hold a special meeting of stockholders on August 12, 2021. As of August 12, 2021, CF III shareholders approved the transaction. The transaction is expected to close in the second quarter of 2021. As of May 3, 2021, the transaction is now expected to close in the third quarter of 2021.

Guggenheim Securities is serving as financial advisor and capital markets advisor to AEye. Jonathan Axelrad, Jeffrey Selman and John Maselli of DLA Piper LLP (US) acted as legal advisors to AEye. Stephen Merkel of Cantor Fitzgerald & Co. is serving as financial and capital markets advisor to CF III for an M&A advisory fee of $10 million. Michael Traube, Ken Lefkowitz, Matthew Syrkin, Carlos Lobo, Spencer Harrison, Alan Kravitz, Freddie Goudie, Rita Haeusler, Avner Bengera, Gary Simon, Jim Dabney, Richard Koehl and Jim Klaiber of Hughes Hubbard & Reed LLP and Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP are serving as legal advisors to CF III. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to CF Finance Acquisition Corp. III. Morrow Sodali LLC will be entitled for a fee of $27, 500 plus disbursements.

AEye, Inc. completed the acquisition of CF Finance Acquisition Corp. III (NasdaqCM:CFAC) from CF Finance Holdings III, LLC, BC Capital Management Services Limited, HGC Investment Management Inc.,Kepos Capital LP, Weiss Asset Management LP, Polar Asset Management Partners Inc.,Highbridge Capital Management, LLC and others in a reverse merger transaction on August 16, 2021. The resulting issuer will start trading under the name AEye, Inc. and is expected to commence trading on Nasdaq under the ticker symbol “LIDR” on August 18, 2021.