Introductory Note
On August 16, 2021, AEye, Inc., a Delaware corporation (f/k/a CF Finance Acquisition Corp. III) (the Company),
consummated the previously announced business combination (the Business Combination) pursuant to that certain Merger Agreement, dated as of February 17, 2021 (as amended by that certain Merger Agreement Amendment, dated as of
April 30, 2021) by and among the Company, Meliora Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and AEye Technologies, Inc., a Delaware corporation (f/k/a AEye, Inc.) (AEye
Technologies).
Item 4.01.
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Changes in Registrants Certifying Accountant
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On October 26, 2021, the Audit Committee of the Board of Directors of the Company approved the appointment of Deloitte & Touche
LLP (Deloitte), effective immediately, as the Companys independent registered public accounting firm to audit the Companys consolidated financial statements for the year ending December 31, 2021. Deloitte served
as the independent registered public accounting firm of AEye Technologies prior to the Business Combination. Accordingly, Withum Smith+Brown, PC (Withum), the Companys independent registered public accounting firm prior to
the Business Combination, was informed that it would be dismissed as the Companys independent registered public accounting firm, effective immediately.
The audit report of Withum on the Companys financial statements as of December 31, 2020 and December 31, 2019, and for the
years then ended, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles, except that such audit report emphasized the restatement of the
Companys financial statements due to its change in accounting for warrants.
During the two most recent fiscal years, ended
December 31, 2020 and December 31, 2019, and the subsequent interim period through October 29, 2021, there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make a reference in connection with their opinion to the subject matter of the disagreement or reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
During the two most recent fiscal years, ended
December 31, 2020 and December 31, 2019, and through October 26, 2021, neither the Company nor anyone on the Companys behalf consulted with Deloitte regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Companys financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an
important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of
Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Withum with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Withum furnish a letter addressed to the Commission, a copy of which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating
the respects in which it does not agree.
2021 Equity Incentive Plan
On February 17, 2021, the Board of Directors of the Company, which was then known as CF Finance Acquisition Corp. III, considered and
approved, subject to stockholder approval, the CF Finance Acquisition Corp. III 2021 Equity Incentive Plan (the Incentive Plan). The Incentive Plan, as approved by the Board of Directors of the Company, contained an
evergreen provision with respect to the number of shares available for issuance thereunder, providing for an annual increase equal to (A) for the first annual increase, the lesser of (i) five percent (5%) of the number of
shares of common stock outstanding as of the conclusion of the immediately preceding fiscal
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