UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 25, 2021
CF
FINANCE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Delaware
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001-39699
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37-1827430
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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110
East 59th Street, New York, NY 10022
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 938-5000
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A common stock and one-third of one redeemable warrant
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CFACU
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The
Nasdaq Stock Market
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Class
A common stock, par value $0.0001 per share
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CFAC
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The
Nasdaq Stock Market
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Redeemable
warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
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CFACW
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The
Nasdaq Stock Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01.
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Regulation
FD Disclosure
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On
February 25, 2021, CF Finance Acquisition Corp. III (“CF III”) and AEye, Inc. (“AEye”) issued
a joint press release announcing that Continental AG is participating in the previously announced PIPE offering connected with
the previously announced merger agreement between CF III and AEye. The press release is attached hereto as Exhibit 99.1 and incorporated
into this Item 7.01 by reference. Notwithstanding the foregoing, information contained on the websites of CF III, AEye or any
of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor
is it incorporated by reference into this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CF III under the Securities
Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the
information in this Item 7.01, including Exhibit 99.1.
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 SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus.
The proxy statement/ prospectus will be sent to all CF III stockholders. CF III also will file other documents regarding the proposed
transaction with the SEC. Before making any voting or investment decision, investors and security holders of CF III are urged
to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed transaction as they become available because they will contain important information
about the proposed transaction.
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 SEC by CF III through the website maintained by the SEC at www.sec.gov or by directing a request
to CF III to 110 East 59th Street, New York, NY 10022 or via email at CFFinanceIII@cantor.com or at (212) 938-5000.
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 SEC. Additional information
regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
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 orAEye , 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.
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 disrupt 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 Nasdaq Stock Market, (xi) volatility in the price of CF III’s
securities, (xii) changes in competitive and regulated industries in which AEye operates, variations in operating performance
across competitors, changes in laws and regulations affecting AEye’s business and changes in the combined capital structure,
(xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and
identify and realize additional opportunities, (xiv) the potential inability of AEye to increase its manufacturing capacity or
to achieve efficiencies regarding its manufacturing process or other costs, (xv) the enforceability of AEye’s intellectual
property, including its patents and the potential infringement on the intellectual property rights of others, (xvi) the risk of
downturns and a changing regulatory landscape in the highly competitive industry in which AEye operates, (xvii) costs related
to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results
and underlying assumptions, including with respect to estimated stockholder redemptions, and (xviii) the potential inability of
AEye to enter into definitive agreements, partnerships or other commitments with original equipment manufacturers, contract manufacturers,
suppliers and other strategic partners. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused
significant economic uncertainty. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” section of CF III’s Registration
Statement on Form S-1, the registration statement that includes a proxy statement/prospectus on Form S-4 and other documents filed
by CF III from time to time with the SEC (including CF III’s quarterly filings). These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and AEye and CF III assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise. Neither AEye nor CF III gives
any assurance that either AEye or CF III will achieve its expectations.
Item
9.01.
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Financial
Statements and Exhibits.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CF
FINANCE ACQUISITION CORP. III
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By:
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/s/
Howard W. Lutnick
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Name:
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Howard
W. Lutnick
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Title:
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Chief
Executive Officer
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Dated:
February 25, 2021
3
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