AEYE, INC. Item 2.01. Completion of Acquisition of Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. The material provisions of the Merger Agreement are described in the Final Proxy Statement/Prospectus in the section titled "The Merger Agreement", which description is incorporated herein by reference.
As previously reported in the Current Report on Form 8-K filed with the
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On the Closing Date, the following transactions (collectively, the "Transactions") were completed:
• Merger Sub merged with and into AEye Technologies, with AEye
Technologies surviving as a wholly-owned subsidiary of the
Company;
• each share of common stock of Merger Sub issued and outstanding
immediately prior to the Effective Time was automatically
converted into an equal number of shares of common stock of
validly issued, fully paid and nonassessable shares of common
stock of AEye Technologies, which shares shall constitute the only
outstanding shares of capital stock of AEye Technologies to be
held by the Company;
• all issued and outstanding shares of AEye Technologies' capital
stock (other than shares held by the Company, Sponsor or held in
treasury) converted into an aggregate of 122,509,667 shares of
Common Stock.
• all shares of AEye Technologies' capital stock held in treasury
were canceled without any conversion thereof;
• all of the outstanding options of AEye Technologies to acquire
AEye Technologies' common stock were assumed by the Company and
converted into options to acquire an aggregate of 29,415,292
shares of Common Stock;
• all of the outstanding restricted stock units ("RSUs") of AEye
Technologies to acquire AEye Technologies' common stock were
assumed by the Company and converted into RSUs to acquire an
aggregate of 1,724,283 shares of Common Stock;
• all of the 5,750,000 outstanding shares of CF III's Class B common
. . .
Item 3.02. Unregistered Sales of
PIPE Subscription Agreement
Contemporaneously with the execution of the Merger Agreement, CF III entered
into separate PIPE Subscription Agreements in a private placement with a number
of PIPE investors, pursuant to which the
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In accordance with the terms of the PIPE Subscription Agreements, on
This summary is qualified in its entirety by reference to the PIPE Subscription Agreements, the form of which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders
Second Amended and Restated Certificate of Incorporation
Immediately prior to the Closing of the Business Combination, CF III's amended
and restated certificate of incorporation, dated
(a) change the post-combination company's name toAEye, Inc. ; (b) change the nature of the business or purpose of the post-combination company to "any lawful act or activity for which corporations may be organized under the DGCL; (c) eliminate the Class B common stock (after giving effect to the conversion of each outstanding share of Class B common stock immediately prior to the Closing of the Business Combination into one share of Common Stock) (d) increase the term for directors from two (2) years to three (3) years and add a third class of directors. (e) amend certain terms in Article XI (Corporate Opportunities) with respect to certain non-employee directors of the post-combination company pursuing outside business activities and corporate opportunities; and (f) delete other provisions applicable only to blank check companies, and make conforming changes to reflect such deletions.
As previously reported in the Current Report on Form 8-K filed with the
Amended and Restated Bylaws
Upon the Closing of the Business Combination, CF III's bylaws were amended and restated to be consistent with Company's amended and restated certificate of incorporation and to make certain other changes that the Board deemed appropriate for a public operating company. The amended and restated bylaws are filed as Exhibit 3.2 hereto and incorporated herein by reference.
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Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the section titled "The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information set forth above under "Introductory Note" and contained in Item 2.01 "Completion of Acquisition or Disposition of Assets" to this Report, which is incorporated herein by reference.
Immediately after giving effect to the Business Combination, there were approximately 154,404,302 million shares of Common Stock outstanding. As of such time, the Company's officers and directors and their affiliated entities held approximately 15.2% of the Company's outstanding shares of Common Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Directors and Officers
The following persons are serving as executive officers and directors of the
Company upon the Closing, with
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compensatory information concerning the executive officers and directors, see the disclosure in the Final Proxy Statement/Prospectus in the sections titled "Management of the Combined Entity Following the Business Combination" which is incorporated herein by reference.
Name Age Position Blair LaCorte 58 Chief Executive Officer and Director Luis Dussan 46 Chief Technology Officer, Chief Product Strategist and Director Robert Brown 56 Treasurer, Chief Financial Officer and Chief Accounting Officer Thomas R. Tewell 54 Chief Operating Officer Andrew S. Hughes 55 Secretary and General Counsel Wen Hsieh 48 Director Prof. Dr. Bernd Gottschalk 77 Director Dr. Karl-Thomas Neumann 60 Director Timothy J. Dunn 63 Director Carol DiBattiste 69 Director
Effective upon the Closing on
The Board is classified into three classes, each comprising as nearly as
possible one-third of the directors to serve three-year terms. As Class I
directors, each of
2021 Equity Incentive Plan
As previously reported in the Current Report on Form 8-K filed with the
A more complete summary of the terms of the Incentive Plan is set forth in the Final Proxy Statement/Prospectus in the section titled "The Equity Incentive Plan Proposal". That summary and the foregoing description of the Incentive Plan are qualified in their entirety by reference to the text of the Incentive Plan, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
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Indemnification Agreements for Company Directors and Officers
In connection with the Closing of the Business Combination, the Company entered . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The information set forth in Item 3.03 to this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company (as defined in Rule 21b-2 of the Exchange Act) as of the Closing Date. Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the section titled "The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K.
Item 8.01. Other Events
As a result of the Business Combination and by operation of Rule 12g-3(a)
promulgated under the Exchange Act,
Item 9.01. Financial Statement and Exhibits.
(a)-(b) Financial Statements.
The audited balance sheet of CF III., as of
The audited consolidated balance sheets of AEye Technologies as of
The unaudited pro forma combined financial information of the Company for the
year ended
The unaudited financial statements of
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(d) Exhibits. Exhibit Number Description 2.1* Merger Agreement, dated as ofFebruary 17, 2021 , by and among the Company, Merger Sub and AEye Technologies (included as Annex A-1 to the Final Proxy Statement/Prospectus filed under Rule 424(b)(3) (File No. 333-256058) onJuly 21, 2021 ) 2.2* Amendment to the Merger Agreement, dated as ofApril 30, 2021 , by and among the Company, Merger Sub and AEye Technologies (included as Annex A-2 to the Final Proxy Statement/Prospectus filed under Rule 424(b)(3) (File No. 333-256058) onJuly 21, 2021 ) 3.1 Second Amended and Restated Certificate of Incorporation ofAEye, Inc. 3.2 Amended and Restated Bylaws ofAEye, Inc. 10.1* Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 filed on the Registrant's Current Report on Form 8-K (File No. 001-39699), filed onFebruary 17, 2021 ) 10.2 Form of Indemnification Agreement 10.3* 2021 Equity Incentive Plan (included as Annex A-1 to the Final Proxy Statement/Prospectus filed under Rule 424(b)(3) (File No. 333-256058) onJuly 21, 2021 ) 99.1 Unaudited Pro Forma Condensed Combined Financial Information of the Company as ofDecember 31, 2020 and for the Six Months endedJune 30, 2021 99.2 Unaudited Consolidated Financial Statements ofAEye, Inc. for the Six Months endedJune 30, 2021 104 Cover Page Interactive Data File * Filed previously 32
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