AEYE, INC. Item 7.01 Regulation FD Disclosure
On
CF III hereby furnishes the information in this Item 7.01 and Exhibit 99.1
attached hereto. This information is not deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended (the "Securities Act"), in each case, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing. Other documents filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Form of Investor Presentation.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between CF III
and AEye. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
transaction described herein, CF III intends to file relevant materials with the
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in the Solicitation
CF III and AEye and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from CF III's
stockholders in connection with the proposed transaction. Information about CF
III's directors and executive officers and their ownership of CF III's
securities is set forth in CF III's filings with the
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF III or AEye , nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
regarding the proposed transactions and CF III. Such forward-looking statements
include, but are not limited to, statements regarding the closing of the
combination and the expectations, hopes, beliefs, intentions, plans, prospects
or strategies regarding the business combination, and future business plans of
the AEye and CF III management teams, including AEye's products, revenue growth
and financial performance, facilities, product expansion and services.
Forward-looking statements are sometimes accompanied by words such as "believe,"
"continue," "project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "predict," "plan," "may," "should," "will," "would,"
"potential," "seem," "seek," "outlook" and similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of CF III and AEye. Many factors
could cause actual future events to differ from the forward-looking statements
in this Current Report on Form 8-K, including but not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at all, which
may adversely affect the price of CF III's securities, (ii) the risk that the
transaction may not be completed by CF III's business combination deadline and
the potential failure to obtain an extension of the business combination
deadline if sought by CF III, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval by the stockholders of
CF III, the satisfaction of the minimum trust account amount following any
redemptions by CF III's public stockholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the transaction, (v) the inability to
complete the PIPE Investments, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(vii) the effect of the announcement or pendency of the transaction on AEye's
business relationships, operating results, and business generally, (viii) risks
that the transaction disrupts current plans and operations of AEye and potential
difficulties in AEye employee retention as a result of the transaction, (ix) the
outcome of any legal proceedings that may be instituted against AEye or against
CF III related to the Merger Agreement or the transaction, (x) the ability to
maintain the listing of CF III stock on the
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