References to the "Company," "our," "us" or "we" refer to CF Finance Acquisition
Corp. III. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
unaudited condensed consolidated financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes 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 (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Such statements include, but are not limited
to, possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this Form 10-Q. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described in our other
Securities and Exchange Commission ("SEC") filings.
Overview
We are a blank check company incorporated in Delaware on March 15, 2016 for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more
businesses (the "Initial Business Combination"). Our sponsor is CF Finance
Holdings III, LLC (the "Sponsor").
Although we are not limited in our search for target businesses to a particular
industry or sector for the purpose of consummating the Initial Business
Combination, we are focusing our search on companies operating in the financial
services, healthcare, real estate services, technology and software industries.
We are an early stage and emerging growth company and, as such, we are subject
to all of the risks associated with early stage and emerging growth companies.
Our registration statement for our initial public offering (the "Initial Public
Offering") was declared effective on November 12, 2020. On November 17, 2020, we
consummated the Initial Public Offering of 23,000,000 units (each, a "Unit" and
with respect to the shares of Class A common stock included in the Units sold,
the "Public Shares"), including 3,000,000 Units sold upon the exercise of the
underwriters' overallotment option in full, at a purchase price of $10.00 per
Unit, generating gross proceeds of $230,000,000. Each Unit consists of one share
of Class A common stock and one-third of one redeemable warrant. Each whole
warrant entitles the holder to purchase one share of Class A common stock at a
price of $11.50. Each warrant will become exercisable on the later of 30 days
after the completion of the Initial Business Combination and 12 months from the
closing of the Initial Public Offering (or November 17, 2021) and will expire 5
years after the completion of the Initial Business Combination, or earlier upon
redemption or liquidation.
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 500,000 Units (the "Private Placement Units") at a price of $10.00
per Private Placement Unit to the Sponsor in a private placement (the "Private
Placement"), generating gross proceeds of $5,000,000.
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Following the closing of the Initial Public Offering and sale of Private
Placement Units on November 17, 2020, an amount of $230,000,000 ($10.00 per
Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the sale of the Private Placement Units was placed in a trust
account (the "Trust Account") located in the United States at UMB, N.A., with
Continental Stock Transfer & Trust Company ("Continental") acting as trustee,
which may be invested only in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund
selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier
of: (i) the completion of the Initial Business Combination and (ii) the
distribution of the Trust Account, as described below.
We have until September 17, 2021 or prior to the expiration of the applicable
four-month extension period, as described below, to consummate the Initial
Business Combination (or a later date approved by the Company's stockholders in
accordance with the Amended and Restated Certificate of Incorporation, the
"Combination Period"). If we are unable to complete the Initial Business
Combination by the end of the Combination Period, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish our
public stockholders' rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and
liquidate, subject in the case of clauses (ii) and (iii) above to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete the Initial Business Combination within the
Combination Period.
On April 30, 2021, the Sponsor funded the amount needed to extend the Company's
time to consummate its initial business combination from May 17, 2021 to
September 17, 2021, the proceeds of which were deposited into the Trust Account.
In connection therewith, the Company issued the Sponsor a promissory note in the
amount of $2,300,000. As a result of the foregoing extension, the balance of the
Trust Account increased to $10.10 per Public Share. The Sponsor agreed to fund
the amount needed to further extend the Company's time to consummate its initial
business combination to January 17, 2022, if necessary.
If we anticipate that we may not be able to consummate the Initial Business
Combination by September 17, 2021, and subject to the Sponsor depositing
additional funds into the Trust Account as set out below, the time to consummate
the Initial Business Combination may be extended for an additional four months
up to three additional times, for a total of up to 22 months from the closing of
the Initial Public Offering to complete the Initial Business Combination. The
stockholders will not be entitled to vote or redeem their shares in connection
with any such extension. Pursuant to the terms of the Amended and Restated
Certificate of Incorporation and the Trust Agreement entered into between us and
Continental, in order for the time available for us to consummate the Initial
Business Combination to be extended, the Sponsor or its affiliates or permitted
designees, upon five business days advance notice prior to the applicable
deadline, must deposit into the Trust Account $2,300,000 ($0.10 per Public
Share), on or prior to the date of the applicable deadline, for each of the
available four month extensions providing a total possible business Combination
Period of 22 months at a total payment value of $9,200,000 ($0.10 per Public
Share), including the $2,300,000 deposited by the Sponsor on April 30, 2021. Any
such payments would be made by the Sponsor pursuant to a non-interest bearing
loan issued by us which would be due and payable on the consummation of the
Business Combination out of the proceeds of the Trust Account released to us. If
we do not complete the Initial Business Combination, we may repay such loans
solely from assets not held in the Trust Account, if any.
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Liquidity and Capital Resources
As of June 30, 2021 and December 31, 2020, we had $128,719 and $1,250,
respectively, of cash in our operating bank account and working capital deficit
of approximately $3,156,000 and $46,000, respectively. As of June 30, 2021, we
did not have any interest income in the Trust Account, as during the six months
ended June 30, 2021, $11,487 of the interest income from the Trust Account was
used to pay taxes.
Our liquidity needs through June 30, 2021 have been satisfied through a
contribution of $25,000 from the Sponsor in exchange for the issuance of the
founder shares, a loan of approximately $140,000 from the Sponsor pursuant to a
promissory note (the "Pre-IPO Note"), the proceeds from the consummation of the
Private Placement with the Sponsor not held in the Trust Account, and the
Sponsor Loan (as defined below). We fully repaid the Pre-IPO Note upon
completion of the Initial Public Offering. In addition, in order to finance
transaction costs in connection with the Initial Business Combination, our
Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses
relating to investigating and selecting a target business and other working
capital requirements after the Initial Public Offering and prior to the Initial
Business Combination (the "Sponsor Loan"). If the Sponsor Loan is insufficient,
the Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors may, but are not obligated to, provide us additional loans.
On April 30, 2021, the Sponsor funded the amount needed to extend the Company's
time to consummate its initial Business Combination from May 17, 2021 to
September 17, 2021 and agreed to fund the amount needed to further extend the
Company's time to consummate its initial Business Combination to January 17,
2022, if necessary. In connection therewith, the Company issued the Sponsor a
promissory note in the amount of $2,300,000 and an additional amount of $0.10
per Public Share was deposited in the Trust Account.
As of June 30, 2021 and December 31, 2020, there was approximately $3,461,000
and $428,000, respectively, outstanding under the loans payable by the Company
to the Sponsor, including approximately $1,161,000 and $428,000, respectively,
outstanding under the Sponsor Loan and an additional $2,300,000 and $0,
respectively, outstanding under the loan payable to the Sponsor as a result of
the extension of the Combination Period from May 17, 2021 to September 17, 2021.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from the Sponsor to meet our needs through the
earlier of the consummation of the Initial Business Combination or one year from
the date of this Report. Over this time period, we will be using these funds for
paying existing accounts payable, identifying and evaluating prospective target
businesses, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire,
and structuring, negotiating and consummating the Initial Business Combination.
Results of Operations
Our entire activity from inception through June 30, 2021 related to our
formation, the preparation for the Initial Public Offering, and since the
closing of the Initial Public Offering, toward locating and completing a
suitable Initial Business Combination. We have neither engaged in any operations
nor generated any revenues to date. We will not generate any operating revenues
until after completion of the Initial Business Combination. We will generate
non-operating income in the form of interest income on investments held in the
Trust Account. We expect to incur increased expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For the three months ended June 30, 2021, we had net loss of approximately
$1,912,000, which consisted of approximately $1,567,000 of loss from the change
in fair value of warrants liability, approximately $271,000 in general and
administrative expenses, approximately $50,000 of franchise tax expense and
$30,000 in administrative expenses to related party, which were partially offset
by approximately $6,000 of interest income on investments held in the Trust
Account.
For the six months ended June 30, 2021, we had net loss of approximately
$1,574,000, which consisted of approximately $844,000 in general and
administrative expenses, approximately $550,000 of loss from the change in fair
value of warrants liability, approximately $131,000 of franchise tax expense and
$60,000 in administrative expenses to related party, which were partially offset
by approximately $11,000 of interest income on investments held in the Trust
Account.
For the three and six months ended June 30, 2020, we had no income.
Proposed Business Combination
On February 17, 2021, we entered into an Agreement and Plan of Merger (the
"Original Merger Agreement") with Meliora Merger Sub, Inc., a Delaware
corporation and our wholly-owned subsidiary ("Merger Sub"), and AEye, Inc., a
Delaware corporation ("AEye"). Pursuant to the Merger Agreement, subject to the
terms and conditions set forth therein, upon the closing of the transactions
contemplated thereby (the "Closing"), Merger Sub will merge with and into AEye
(the "Merger" and together with the other transactions contemplated by the
Merger Agreement, the "Transactions"), whereby the separate corporate existence
of Merger Sub will cease and AEye will be the surviving corporation of the
Merger and become our wholly owned subsidiary. At the Closing, we will amend our
charter to, among other matters, change our name to "AEye, Inc." On April 30,
2021, the Company entered into Amendment No. 1 to the Merger Agreement with
Merger Sub and AEye (the "Merger Agreement Amendment" and, together with the
Original Merger Agreement, the "Merger Agreement"). For more information about
the business combination with AEye, see the Company's Registration Statement on
Form S-4 initially filed with the SEC on May 13, 2021 and as amended on June 28,
2021 and July 8, 2021 (the "Form S-4"), the definitive proxy statement filed
with the SEC on July 21, 2021 (the "Proxy Statement") and the Current Reports on
Form 8-K filed with the SEC on February 17, 2021 and May 3, 2021.
23
Contemporaneously with the execution of the Original Merger Agreement, we
entered into separate Subscription Agreements (the "Subscription Agreements")
with a number of subscribers (each a "Subscriber"), including the Sponsor,
pursuant to which the Subscribers agreed to purchase, and we agreed to sell to
the Subscribers, at the Closing, an aggregate of 22.5 million shares of Class A
common stock, for a purchase price of $10.00 per share and an aggregate purchase
price of $225.0 million (the "PIPE Investments"), with the Sponsor's
Subscription Agreement accounting for $9.5 million of such aggregate PIPE
Investments (of which the Sponsor has assigned $4.5 million of its subscription
to an unrelated third-party).
Contractual Obligations
Business Combination Marketing Agreement
We engaged Cantor Fitzgerald & Co. ("CF&Co."), an affiliate of the Sponsor, as
an advisor in connection with the Initial Business Combination to assist us in
holding meetings with our stockholders to discuss the Initial Business
Combination and the target business' attributes, introduce us to potential
investors that are interested in purchasing the Company's securities, assist us
in obtaining stockholder approval for the Initial Business Combination and
assist us with our press releases and public filings in connection with the
Initial Business Combination. We will pay CF&Co. a cash fee for such services
upon the consummation of the Initial Business Combination in an amount of
$8,650,000, which is equal to 3.5% of the gross proceeds of the base offering in
the Initial Public Offering, and 5.5% of the gross proceeds from the full
exercise of the underwriters' over-allotment option.
Related Party Loans
In order to finance transaction costs in connection with an intended Initial
Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor
Loan to be provided to us to fund expenses relating to investigating and
selecting a target business and other working capital requirements, including
$10,000 per month for office space, administrative and shared personnel support
services that will be paid to the Sponsor, after the Initial Public Offering and
prior to the Initial Business Combination.
On April 30, 2021, the Sponsor funded the amount needed to extend the Company's
time to consummate its initial Business Combination from May 17, 2021 to
September 17, 2021 and agreed to fund the amount needed to further extend the
Company's time to consummate its initial Business Combination to January 17,
2022, if necessary. In connection therewith, the Company issued the Sponsor a
promissory note in the amount of $2,300,000 and an additional amount of $0.10
per Public Share was deposited in the Trust Account. As of June 30, 2021 and
December 31, 2020, there was approximately $3,461,000 and $428,000,
respectively, outstanding under the loans payable by the Company to the Sponsor,
including approximately $1,161,000 and $428,000, respectively, outstanding under
the Sponsor Loan and an additional $2,300,000 and $0, respectively, outstanding
under the loan payable to the Sponsor as a result of the extension of the
Combination Period from May 17, 2021 to September 17, 2021.
The Sponsor pays expenses on our behalf. We reimburse the Sponsor for such
expenses paid on our behalf. As of June 30, 2021 and December 31, 2020, we had
accounts payable outstanding to the Sponsor for such expenses paid on our behalf
of approximately $109,000 and $4,300, respectively.
Critical Accounting Policies and Estimates
The Company has identified the following as its critical accounting polices:
Use of Estimates
The preparation of our unaudited condensed consolidated financial statements and
related disclosures in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
unaudited condensed consolidated financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. These accounting estimates require the use of assumptions about
matters, some of which are highly uncertain at the time of estimation. To the
extent actual experience differs from the assumptions used, our unaudited
condensed consolidated balance sheets, unaudited condensed consolidated
statements of operations and unaudited condensed consolidated statements of cash
flows could be materially affected. We believe that the following accounting
policies involve a higher degree of judgment and complexity.
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Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act") exempts emerging growth companies from being required to comply with new
or revised financial accounting standards until private companies (that is,
those that have not had a registration statement under the Securities Act of
1933, as amended (the "Securities Act") declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply
with the new or revised financial accounting standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such
election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, we, as
an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard.
Warrant Liability
We account for our outstanding public warrants and private placement warrants in
accordance with guidance in Financial Accounting Standards Board Accounting
Standards Codification ("ASC") Topic 815-40, Derivatives and Hedging - Contracts
in Entity's Own Equity, under which the warrants do not meet the criteria for
equity classification and must be recorded as liabilities. As both the public
and private placement warrants meet the definition of a derivative under ASC
815, Derivatives and Hedging, they are measured at fair value at inception and
at each reporting date in accordance with the guidance in ASC 820, Fair Value
Measurement, with any subsequent changes in fair value recognized in the
statement of operations in the period of change.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity.
Shares of Class A common stock subject to mandatory redemption (if any) are
classified as liability instruments and are measured at fair value. Shares of
conditionally redeemable Class A common stock (including Class A common stock
that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely
within our control) are classified as temporary equity. At all other times,
shares of Class A common stock are classified as stockholders' equity. Our
Class A common stock features certain redemption rights that are considered to
be outside of our control and subject to the occurrence of uncertain future
events. Accordingly, as of June 30, 2021, and December 31, 2020, 20,958,853 and
21,325,774 shares of Class A common stock subject to possible redemption,
respectively, are presented as temporary equity outside of the stockholders'
equity section of our balance sheets.
Net Income (Loss) Per Common Share
We comply with accounting and disclosure requirements of ASC Topic 260, Earnings
Per Share. Net income per common share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding for the period. We have not considered the effect of
the warrants sold in the Initial Public Offering and the concurrent Private
Placement to purchase an aggregate of 7,833,332 shares of Class A common stock
in the calculation of diluted earnings per share, since their inclusion would be
anti-dilutive under the treasury stock method. As a result, diluted earnings per
common share is the same as basic earnings per common share for the period.
Our statement of operations includes a presentation of income per share for
common stock subject to redemption in a manner similar
to the two-class method of income per share. Net income per share, basic and
diluted for shares of Class A common stock are calculated by dividing the
interest income (loss) earned on cash equivalents and investments and held in
the Trust Account, net of applicable taxes available to be withdrawn from the
Trust Account, by the weighted average number of shares of Class A common stock
outstanding for the applicable period, excluding 500,000 shares of Class A
common stock held by the Sponsor, which is not subject to redemption. Net loss
per share, basic and diluted for shares of Class B common stock is calculated by
dividing the net income, less income attributable to the shares of redeemable
Class A common stock by the weighted average number of shares of Class B common
stock and 500,000 shares of Class A common stock held by the Sponsor outstanding
for the applicable period.
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Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments
or contractual obligations.
Recent Accounting Pronouncements
See Note 2-"Summary of Significant Accounting Policies" to our unaudited
condensed consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q for information regarding recent accounting pronouncements.
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