CUSIP
No. 008183 105
|
1
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Names
of Reporting Person.
CF
Finance Holdings III, LLC
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2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
AF
|
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5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
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6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
4,426,000
(1)
|
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
|
9
|
Sole
Dispositive Power
4,426,000
(1)
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,426,000
(1)
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.9%
|
|
14
|
Type
of Reporting Person
OO
|
|
|
(1)
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Includes (a) 500,000 shares of the Issuer’s common stock, $0.0001
par value (“Common Stock”) issued upon separation of private placement units purchased by CF Finance Holdings III, LLC (“CF
Finance Holdings III”) in November 2020, (b) 3,426,000 shares of Common Stock that were issued upon conversion of the Issuer’s
Class B common stock, $0.0001 par value (“Class B Common Stock”), at the time of the Issuer’s initial business combination
and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration
statement on Form S-1 (File No. 333-249367) and (c) 500,000 shares of Common Stock purchased by CF Finance Holdings III in a private placement
that consummated simultaneously with the Issuer’s initial business combination in August 2021. Immediately after consummation of
the Issuer’s initial business combination, CF Finance Holdings III transferred 2,284,000 shares of Common Stock to Lidar AI Investments,
LLC. CF Finance Holdings III is controlled by its sole member, Cantor Fitzgerald, L.P. (“Cantor”), which is controlled by
its managing general partner, CF Group Management, Inc. (“CFGM”). CFGM indirectly has the sole voting and dispositive power
of the securities held by CF Finance Holdings III. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee
of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities reported herein. Each of Cantor,
CFGM and Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest it or he
may have therein, directly or indirectly.
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CUSIP
No. 008183 105
|
1
|
Names
of Reporting Person.
Cantor
Fitzgerald, L.P.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
WC
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power (see Item 5 below)
4,426,000
(1)
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
4,426,000
(1)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,426,000
(1)
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.9%
|
|
14
|
Type
of Reporting Person
PN
|
|
|
(1)
|
Includes (a) 500,000 shares of Common Stock issued upon separation
of private placement units purchased by CF Finance Holdings III in November 2020, (b) 3,426,000 shares of Common Stock that were issued
upon conversion of the Class B Common Stock at the time of the Issuer’s initial business combination and as more fully described
under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1
(File No. 333-249367) and (c) 500,000 shares of Common Stock purchased by CF Finance Holdings III in a private placement that consummated
simultaneously with the Issuer’s initial business combination in August 2021. Immediately after consummation of the Issuer’s
initial business combination, CF Finance Holdings III transferred 2,284,000 shares of Common Stock to Lidar AI Investments, LLC. CF Finance
Holdings III is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has
the sole voting and dispositive power of the securities held by CF Finance Holdings III. Mr. Lutnick is the Chairman and Chief Executive
Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities
reported herein. Each of Cantor, CFGM and Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of
any pecuniary interest it or he may have therein, directly or indirectly.
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CUSIP
No. 008183 105
|
1
|
Names
of Reporting Person.
CF
Group Management, Inc.
|
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
AF
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
New
York
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power (see Item 5 below)
4,426,000
(1)
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
4,426,000
(1)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,426,000
(1)
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.9%
|
|
14
|
Type
of Reporting Person
CO
|
|
|
(1)
|
Includes (a) 500,000 shares of Common Stock issued upon separation
of private placement units purchased by CF Finance Holdings III in November 2020, (b) 3,426,000 shares of Common Stock that were issued
upon conversion of the Class B Common Stock at the time of the Issuer’s initial business combination and as more fully described
under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1
(File No. 333-249367) and (c) 500,000 shares of Common Stock purchased by CF Finance Holdings III in a private placement that consummated
simultaneously with the Issuer’s initial business combination in August 2021. Immediately after consummation of the Issuer’s
initial business combination, CF Finance Holdings III transferred 2,284,000 shares of Common Stock to Lidar AI Investments, LLC. CF Finance
Holdings III is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has
the sole voting and dispositive power of the securities held by CF Finance Holdings III. Mr. Lutnick is the Chairman and Chief Executive
Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities
reported herein. Each of Cantor, CFGM and Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of
any pecuniary interest it or he may have therein, directly or indirectly.
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CUSIP
No. 008183 105
|
1
|
Names
of Reporting Person.
Howard
W. Lutnick
|
|
2
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
AF
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
|
|
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power (see Item 5 below)
4,426,000
(1)
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power (see Item 5 below)
4,426,000
(1)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,426,000
(1)
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.9%
|
|
14
|
Type
of Reporting Person
IN
|
|
|
(1)
|
Includes (a) 500,000 shares of Common Stock issued upon separation
of private placement units purchased by CF Finance Holdings III in November 2020, (b) 3,426,000 shares of Common Stock that were issued
upon conversion of the Class B Common Stock at the time of the Issuer’s initial business combination and as more fully described
under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1
(File No. 333-249367) and (c) 500,000 shares of Common Stock purchased by CF Finance Holdings III in a private placement that consummated
simultaneously with the Issuer’s initial business combination in August 2021. Immediately after consummation of the Issuer’s
initial business combination, CF Finance Holdings III transferred 2,284,000 shares of Common Stock to Lidar AI Investments, LLC. CF Finance
Holdings III is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has
the sole voting and dispositive power of the securities held by CF Finance Holdings III. Mr. Lutnick is the Chairman and Chief Executive
Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities
reported herein. Each of Cantor, CFGM and Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of
any pecuniary interest it or he may have therein, directly or indirectly.
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SCHEDULE
13D
This Amendment No. 2 (this “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission on November 27, 2020 (as amended from time to time, the
“Schedule 13D”) by CF Finance Holdings III, LLC, a Delaware limited liability company (“CF Finance Holdings III”),
Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), CF Group Management, Inc., a New York corporation (“CFGM”)
and Howard W. Lutnick (collectively, the “Reporting Persons”, relating to their beneficial ownership in AEye, Inc. (formerly
known as CF Finance Acquisition Corp. III, the “Issuer”). Except to the extent set forth in this Amendment, all material information
disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings
set forth in the Schedule 13D.
Item
4. Purpose of the Transaction
Item
4 of the Schedule 13D is amended and supplemented as follows:
On August 16, 2021, the Issuer
consummated its business combination (the “Business Combination”) with AEye Technologies, Inc. pursuant to that certain Agreement
and Plan of Merger, dated as of February 17, 2021, among the Issuer, AEye Technologies, Inc. and Meliora Merger Sub, Inc. as amended on
April 30, 2021.
Pursuant to that certain subscription
agreement, dated February 17, 2021 (the “Subscription Agreement”), by and between the Issuer and CF Finance Holdings III,
CF Finance Holdings III purchased an aggregate of 500,000 shares of Common Stock for an aggregate purchase price of $5,000,000 (or $10.00
per share) in a private placement that consummated simultaneously with the Business Combination.
Pursuant to that certain agreement (the “Transfer Agreement”),
dated as of February 17, 2021, by and among the Issuer, CF Finance Holdings III and Lidar AI Investments, LLC, a Delaware limited liability
company (“Lidar”), immediately after consummation of the Business Combination, CF Finance Holdings III transferred 2,284,000
shares of Common Stock to Lidar.
Item 5. Interest
in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated as follows:
(a)-(b)
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 154,404,302
shares of Common Stock outstanding as of August 16, 2021) are as follows:
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CF Finance Holdings III
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a)
|
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Amount beneficially owned: 4,426,000
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Percentage: 2.9%
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b)
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Number of shares to which the Reporting Person has:
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|
|
|
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i.
|
Sole power to vote or to direct the vote:
|
|
4,426,000
|
|
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ii.
|
Shared power to vote or to direct the vote:
|
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0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
4,426,000
|
|
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iv.
|
Shared power to dispose or to direct the disposition of:
|
|
0
|
|
Cantor
|
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a)
|
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Amount beneficially owned: 4,426,000
|
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Percentage: 2.9%
|
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b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
4,426,000
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
4,426,000
|
|
CFGM
|
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a)
|
|
Amount beneficially owned: 4,426,000
|
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Percentage: 2.9%
|
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b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
4,426,000
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
4,426,000
|
|
Howard W. Lutnick
|
|
a)
|
|
Amount beneficially owned: 4,426,000
|
|
Percentage: 2.9%
|
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
4,426,000
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
4,426,000
|
CF Finance Holdings III is
controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has the sole voting
and dispositive power of the securities held by CF Finance Holdings III. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM
and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities reported
herein. Each of Cantor, CFGM and Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any pecuniary
interest it or he may have therein, directly or indirectly.
(c) None of the Reporting
Persons has effected any transactions of Common Stock during the 60 days preceding the date of this report, except as described in Item
4 and Item 6 hereof which information is incorporated herein by reference.
(d) Not applicable.
(e) The Reporting Persons
ceased to be the beneficial owner of more than five percent of the Common Stock on August 16, 2021. The filing of this Amendment represents
the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item
6 of the Schedule 13D is amended and supplemented as follows:
On February 17, 2021, the
Issuer and CF Finance Holdings III entered into the Subscription Agreement, pursuant to which CF Finance Holdings III agreed to purchase
an aggregate of 950,000 shares of Common Stock at an aggregate purchase price of $9,500,000 (or $10.00 per share) in a private placement
to be consummated simultaneously with the Business Combination. CF Finance Holdings III assigned $4,500,000 of its subscription to an
unrelated third party. CF Finance Holdings III is also entitled to certain registration rights as set forth in the Subscription Agreement.
The transactions contemplated by the Subscription Agreement closed on August 16, 2021. The description of the Subscription Agreement is
qualified in its entirety by reference to the full text of such agreement, a form of which is filed as Exhibit 10.7 hereto.
On February 17, 2021, the
Issuer, CF Finance Holdings III and Lidar entered into the Transfer Agreement. The transactions contemplated by the Transfer Agreement
closed on August 16, 2021, pursuant to which CF Finance Holdings III transferred 2,284,000 shares of Common Stock to Lidar. The description
of the Transfer Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit
10.6 to Amendment No. 1 to Schedule 13D.
Item
7. Material to be Filed as Exhibits
Item
7 of the Schedule 13D is hereby amended and supplemented to add the following:
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date:
August 25, 2021
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CF
FINANCE HOLDINGS III, LLC
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|
|
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|
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By:
|
/s/
Howard W. Lutnick
|
|
|
Name:
|
Howard
W. Lutnick
|
|
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Title:
|
Chairman and Chief Executive Officer
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Date:
August 25, 2021
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CANTOR
FITZGERALD, L.P.
|
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By:
|
/s/
Howard W. Lutnick
|
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Name:
|
Howard W. Lutnick
|
|
|
Title:
|
Chairman
and Chief Executive Officer
|
|
|
|
|
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Date:
August 25, 2021
|
CF
GROUP MANAGEMENT, INC.
|
|
|
|
|
|
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By:
|
/s/
Howard W. Lutnick
|
|
|
Name:
|
Howard W. Lutnick
|
|
|
Title:
|
Chairman
and Chief Executive Officer
|
|
|
|
|
|
Date:
August 25, 2021
|
|
/s/ Howard W. Lutnick
|
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Howard W. Lutnick
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8