As
previously disclosed, on February 17, 2021, CF Finance Acquisition Corp. III, a Delaware corporation (“CF
III”) entered into an Agreement and Plan of Merger, as amended on April 30, 2021 (the “Merger
Agreement”), by and among CF III, Meliora Merger Sub, Inc. a Delaware corporation and a direct
wholly owned subsidiary of CF III (“Merger Sub”), and AEye, Inc., a Delaware corporation
(“AEye”), pursuant to which 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
a wholly-owned subsidiary of CF III.
CF
III issued a press release today announcing that the Securities and Exchange Commission (the “SEC”)
has declared effective its registration statement on Form S-4 (the “S-4 Registration Statement”)
filed in connection with the Transactions and that a special meeting (the “Meeting”)
of its stockholders will be held on Thursday, August 12, 2021 at 9:30 a.m., Eastern Time. The purpose of the Meeting is to vote on certain
proposals relating to the Transactions. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form
8-K.
Important
Information and Where to Find It
This
Current Report on Form 8-K relates to the proposed Transactions 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 Transactions, CF III has filed a registration statement on
Form S-4, which includes a definitive proxy statement/prospectus. The definitive proxy statement/ prospectus will be sent to all CF III
stockholders. CF III may also file other documents regarding the Transactions 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 Transactions as they become available because they
will contain important information about the proposed Transactions, CF III and AEye.
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.
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 Transactions. 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 Transactions may be obtained by reading
the proxy statement/prospectus regarding the proposed Transactions. 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 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.
Forward-Looking
Statements
Certain
statements included in this Current Report on Form 8-K that are not historical facts may constitute “forward-looking
statements” within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements
regarding CF III’s and AEye’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. 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. You should carefully consider the risks and uncertainties
described in the “Risk Factors” section of CF III’s registration statement on Form S-1, the definitive proxy statement/prospectus
on Form S-4 relating to the business combination, and other documents filed by CF III from time to time with the SEC. 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 CF III and AEye 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 CF III nor AEye gives any assurance that either
CF III or AEye will achieve its expectations.