As filed with the U.S. Securities and Exchange Commission on May 12, 2021

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

CF FINANCE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)

____________________________________

Delaware

 

6770

 

37-1827430

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

110 East 59th Street
New York, NY 10022
(212) 938-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________________

Howard W. Lutnick
Chief Executive Officer
CF Finance Acquisition Corp. III
110 East 59
th Street
New York, NY 10022
(212) 938-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
-0302
(212) 370
-1300

 

Ken Lefkowitz, Esq.
Gary J. Simon, Esq.
Michael Traube, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY 10004
(212) 837
-6000

 

Jonathan Axelrad
Jeffrey C. Selman
John F. Maselli
DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, CA 94105
(415) 836
-2500

____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

   

Non-accelerated filer

 

 

Smaller reporting company

 

           

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 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i)

(Cross-Border Issuer Tender Offer)

 

 

Exchange Act Rule 14d-1(d)

(Cross-Border Third-Party Tender Offer)

 

 

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount
to be
registered

 

Proposed
maximum
offering 
price
per share

 

Proposed
maximum
aggregate
offering
price

 

Amount of
registration
fee

Class A Common Stock, par value
$0.0001 per share

 

154,081,440

(1)(2)

 

N/A

 

$

513.55

(3)

 

$

0.06

(4)

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock” or “CF III Class A Common Stock”), of the registrant estimated to be issued, or issuable by, the registrant (“CF III”) upon the consummation of the business combination described herein. This number is based on the 41,496,050 fully-diluted AEye Shares outstanding as of April 30, 2021 (including shares reserved for the potential future issuance upon the exercise of AEye stock options and warrants being exchanged for CF III stock options and warrants in the business combination), converted at an Exchange Ratio of 3.71316 pursuant to the Merger Agreement.

(2)      Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)      Pursuant to Rule 457(f)(2) promulgated under the Securities Act of 1933, as amended (“Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $513.55, calculated as the product of (i) 154,081,440 (the maximum number of shares calculated as shown in note (1) above), and (ii) 0.000003333, which is an amount equal to one-third of the par value of AEye Common Stock.

(4)      Calculated pursuant to Rule 457 of the Securities Act and paid herewith.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. CF Finance Acquisition Corp. III may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS DATED MAY 12, 2021,
SUBJECT TO COMPLETION

CF Finance Acquisition Corp. III

To the Stockholders of CF Finance Acquisition Corp. III:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of CF Finance Acquisition Corp. III, which is referred to as “CF III”, on , 2021, at , Eastern time. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at . At the Special Meeting, the stockholders of CF III will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    to approve an amendment to CF III’s current amended and restated certificate of incorporation (the “Existing Charter”) to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 300,000,000 shares for the purposes of carrying out the Business Combination (as defined below);

(2)    to adopt and approve the Agreement and Plan of Merger, dated February 17, 2021, 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, and AEye, Inc., a Delaware corporation, and to approve the transactions contemplated thereby (the “Business Combination”);

(3)    to consider and vote upon a proposal to elect seven directors to serve on the board of directors of CF III following the Business Combination (the “Combined Entity”) until the next annual meeting of stockholders and until their respective successors are duly elected and qualified;

(4)    to approve, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635, the issuance of up to 154,081,440 shares of Class A Common Stock pursuant to the Merger Agreement and up to 22,500,000 shares of Class A Common Stock pursuant to the PIPE Investment;

(5)    to approve separate proposals to amend and restate the Existing Charter to adopt certain material differences that will be in effect upon the consummation of the Business Combination;

(6)    to approve the Equity Incentive Plan of the Combined Entity (the “Equity Incentive Plan”) in connection with the Business Combination; and

(7)    to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

The Board of Directors of CF III (the “CF III Board”) has fixed the close of business on             , 2021 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The CF III Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” each of the Proposals presented to CF III stockholders. When you consider the CF III Board’s recommendation of these proposals, you should keep in mind that the directors and officers of CF III have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of the Sponsor and CF III’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to the Existing Charter, CF III public stockholders have redemption rights in connection with the Business Combination. CF III public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF III Class A Common Stock for cash. This means that public stockholders who hold shares of CF III Class A Common Stock on or before           , 2021 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF III Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

 

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By Order of the CF III Board,

     
   

Howard W. Lutnick

Chief Executive Officer and Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated, 2021 and is first being mailed to the stockholders of CF III on or about           , 2021.

 

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CF Finance Acquisition Corp. III
110 East 59
th Street
New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF CF FINANCE ACQUISITION CORP. III
TO BE HELD ON            , 2021

TO THE STOCKHOLDERS OF CF FINANCE ACQUISITION CORP. III:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of CF Finance Acquisition Corp. III, a Delaware corporation, which is referred to as “CF III”, will be held on, 2021, at, Eastern time, as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at. At the Special Meeting, CF III stockholders will be asked to consider and vote upon the following proposals:

(1)    The Pre-Merger Charter Amendment Proposal — To approve an amendment of CF III’s current amended and restated certificate of incorporation (the “Existing Charter”) to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 300,000,000 shares for the purposes of carrying out the Business Combination (as defined below). We refer to this proposal as the “Pre-Merger Charter Amendment Proposal.”

(2)    The Business Combination Proposal — To approve and adopt the Agreement and Plan of Merger, dated February 17, 2021, as amended on April 30, 2021 (as the terms and conditions therein may be further amended, modified or waived from time to time, the “Merger Agreement”), by and among CF III, Meliora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF III (“Merger Sub”), and AEye, Inc., a Delaware corporation (“AEye”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into AEye, with AEye continuing as the surviving corporation and as a wholly-owned subsidiary of CF III (the “Business Combination”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):

(a)     shares of AEye’s common stock and preferred stock (collectively, the “AEye Capital Stock”) outstanding immediately prior to the Effective Time (other than dissenting shares and certain other shares as set forth under the Merger Agreement) and holders of AEye Capital Stock will receive a number of shares of Class A Common Stock for each share of AEye Capital Stock held equal to the “Exchange Ratio,” as further described in the section titled “The Business Combination Proposal — The Merger Agreement”;

(b)    each AEye Option, AEye RSU and AEye Warrant (each as defined below) outstanding immediately prior to the Effective Time, if not exercised prior to such time, will be assumed by CF III and convert, at the same ratio, into an option or warrant to purchase shares of Class A Common Stock or an RSU for the Combined Entity; and

(c)    CF III will change its name to “AEye Holdings, Inc.”

         We refer to this proposal as the “Business Combination Proposal.” Copies of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreement are attached to the proxy statement/prospectus as Annexes A, G, H and I.

(3)    The Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve on the Combined Entity Board until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

(4)    The Nasdaq Proposal — To approve, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635 (the “Nasdaq Listing Rule”), the issuance of up to 154,081,440 shares of Class A Common Stock, par value $0.0001 per share, of CF III (the “CF III Class A Common Stock” or the “Class A Common Stock”) pursuant to the Merger Agreement and up to 22,500,000 shares of Class A Common Stock pursuant to the PIPE Investment. We refer to this proposal as the “Nasdaq Proposal.”

 

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(5)     The Post-Merger Charter Amendment Proposals — To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the “Amended Charter”) that will be in effect upon the closing of the Merger and the Existing Charter, a copy of which is attached to this proxy statement/prospectus as Annex C;

(a)     Post-Merger Charter Amendment Proposal A — Change in Name

(b)    Post-Merger Charter Amendment Proposal B — Change in Corporate Purpose

(c)     Post-Merger Charter Amendment Proposal C — Elimination of Class B Common Stock

(d)    Post-Merger Charter Amendment Proposal D — Additional Director Class and Increased Term

(e)     Post-Merger Charter Amendment Proposal E — Amendment of Corporate Opportunities Provision

(f)     Post-Merger Charter Amendment Proposal F — Removal of Blank Check Company Provisions

         We refer to these proposals collectively as the “Post-Merger Charter Amendment Proposals.”

(6)    The Equity Incentive Plan Proposal — To approve and adopt the Equity Incentive Plan of the Combined Entity, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E. We refer to this proposal as the “Equity Incentive Plan Proposal.”

(7)    The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, or the Equity Incentive Plan Proposal. We refer to this proposal as the “Adjournment Proposal” and, together with the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, and the Equity Incentive Plan Proposal, as the “Proposals.”

Only holders of record of CF III Common Stock at the close of business on             , 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. In light of the ongoing COVID-19 pandemic and to protect the health of CF III stockholders, management, employees and the community, the Special Meeting will be held virtually conducted via live audio webcast. You will be able to attend the Special Meeting by visiting               . CF III recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Pursuant to the Existing Charter, CF III is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of $232.3 million on April 30, 2021, the estimated per share redemption price would have been $10.10. CF III public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF III Class A Common Stock for cash. This means that public stockholders who hold shares of CF III Class A Common Stock on or before           , (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF III Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of CF III Class A Common Stock included in the Units sold in the IPO. Holders of our outstanding Public Warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

 

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The Sponsor and CF III’s officers and directors have agreed to waive their redemption rights with respect to any shares of CF III Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 21.2% of the issued and outstanding shares of CF III Common Stock. The Sponsor and CF III’s directors and officers have agreed to vote any shares of CF III Common Stock owned by them in favor of the Business Combination Proposal.

The approval of each of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, and the Post-Merger Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF III Common Stock as of the Record Date for the Special Meeting. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF III Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of CF III Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. If the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are not approved, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal will not be presented to the CF III stockholders for a vote. The approval of each of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the election of each director nominee pursuant to the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal, is a precondition to the consummation of the Business Combination. The CF III Board has already approved the Business Combination.

As of April 30, 2021, there was $232.3 million in the Trust Account. Each redemption of shares of CF III Class A Common Stock by CF III’s public stockholders will decrease the amount in the Trust Account. Net tangible assets will be maintained at a minimum of $5,000,001 immediately prior to or upon consummation of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call Morrow Sodali LLC at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

 

By Order of the CF III Board

     
   

Howard W. Lutnick

Chief Executive Officer and Chairman

         , 2021

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

6

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

9

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

20

SUMMARY RISK FACTORS

 

36

SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA OF AEYE

 

39

SELECTED HISTORICAL FINANCIAL INFORMATION OF CF III

 

40

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

41

COMPARATIVE PER SHARE INFORMATION

 

44

RISK FACTORS

 

46

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

87

SPECIAL MEETING OF CF III STOCKHOLDERS

 

98

THE PRE-MERGER CHARTER AMENDMENT PROPOSAL

 

104

THE BUSINESS COMBINATION PROPOSAL

 

105

THE DIRECTOR ELECTION PROPOSAL

 

140

THE NASDAQ PROPOSAL

 

141

THE POST-MERGER CHARTER AMENDMENT PROPOSALS

 

142

THE EQUITY INCENTIVE PLAN PROPOSAL

 

144

THE ADJOURNMENT PROPOSAL

 

152

INFORMATION ABOUT CF III

 

153

CF III’S MANAGEMENT

 

159

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CF III

 

165

INFORMATION ABOUT AEYE

 

170

EXECUTIVE OFFICERS AND DIRECTORS OF AEYE

 

181

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AEYE

 

183

MANAGEMENT OF THE COMBINED ENTITY FOLLOWING THE BUSINESS COMBINATION

 

196

EXECUTIVE COMPENSATION

 

201

BENEFICIAL OWNERSHIP OF SECURITIES

 

208

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

211

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS

 

217

DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION

 

224

PRICE RANGE AND DIVIDENDS OF SECURITIES

 

228

APPRAISAL RIGHTS

 

229

LEGAL MATTERS

 

229

EXPERTS

 

229

TRANSFER AGENT AND REGISTRAR

 

229

SUBMISSION OF STOCKHOLDER PROPOSALS

 

229

FUTURE STOCKHOLDER PROPOSALS

 

229

STOCKHOLDER COMMUNICATIONS

 

229

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

230

WHERE YOU CAN FIND MORE INFORMATION

 

230

INDEX TO FINANCIAL STATEMENTS

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “CF III” refer to CF Finance Acquisition Corp. III.

In this document:

Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by CF III that more time is necessary or appropriate to approve one or more proposal at the Special Meeting.

AEye” means AEye, Inc., a Delaware corporation, and its subsidiaries, prior to the Closing of the Business Combination.

AEye Board” means the board of directors of AEye.

AEye Bylaws” means the bylaws of AEye in effect immediately prior to the Effective Time.

AEye Capital Stock” means, collectively, shares of common stock and preferred stock of AEye that are outstanding immediately prior to the Effective Time.

AEye Charter” means the certificate of incorporation of AEye in effect immediately prior to the Effective Time.

AEye Common Stock” means the shares of AEye’s common stock, par value $0.00001 per share.

AEye Common Stock Warrants” means all outstanding and unexercised warrants to purchase shares of AEye Common Stock.

AEye Companies” means, collectively, AEye and its subsidiaries.

AEye Convertible Equity” means the aggregate principal amount and accrued dividends thereon outstanding under the AEye Convertible Equity Instruments.

AEye Convertible Equity Instruments” means: (i) the convertible equity instruments of AEye, as amended pursuant to the Merger Agreement and the documents ancillary thereto, issued pursuant to the AEye Convertible Equity Purchase Agreement; and (ii) any other instruments, debt or securities convertible or exchangeable into AEye Common Stock or AEye Preferred Stock, other than the AEye Preferred Stock, the AEye Options and the AEye Warrants.

AEye Convertible Equity Purchase Agreement” means the Convertible Equity Purchase Agreement dated as of February 26, 2020, as amended and restated on August 3, 2020, as further amended and restated on September 15, 2020, as further amended on December 8, 2020, as further amended on December 21, 2020, and as further amended from time to time pursuant to the Merger Agreement and the documents ancillary thereto, by and among the Company and the investors party thereto.

AEye ESOP” means, collectively, the AEye, Inc. 2016 Stock Plan and the 2014 US LADAR, Inc. Equity Incentive Plan.

AEye Governing Documents” means, collectively, the AEye Charter and the AEye Bylaws.

AEye Options” means any options granted under the AEye ESOP to purchase shares of AEye Common Stock.

AEye Preferred Stock” means, collectively, the AEye Series A Preferred Stock and the AEye Series B Preferred Stock.

AEye RSUs” means any restricted stock units granted under the AEye ESOP.

AEye Series A Preferred Stock” means the shares of AEye’s preferred stock, par value $0.00001 per share, designated as Series A Convertible Preferred Stock in the AEye Charter.

AEye Series A Warrants” means all outstanding and unexercised warrants to purchase shares of AEye Series A Preferred Stock.

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AEye Series B Preferred Stock” means the shares of AEye’s preferred stock, par value $0.00001 per share, designated as Series B Convertible Preferred Stock in the AEye Charter.

AEye Stockholder” means any holder of any share of AEye Capital Stock.

AEye Warrants” means, collectively, the AEye Common Stock Warrants and the AEye Series A Warrants.

Amended Bylaws” means the Amended and Restated Bylaws of the Combined Entity, in the form appended hereto as Annex D.

Amended Charter” means the Second Amended and Restated Certificate of Incorporation of the Combined Entity, in the form appended hereto as Annex C, which will become effective upon approval of the Post-Merger Charter Amendment Proposals and other Proposals by the stockholders of CF III and consummation of the Business Combination.

Amended Governing Documents” means the Amended Bylaws and the Amended Charter.

Amendment to the Merger Agreement” means the amendment to the Merger Agreement entered into by and among CF III, Merger Sub and AEye on April 30, 2021.

Available CF III Cash” means the amount of cash, including the amount of cash available in the Trust Account, and other amounts available to CF III and Merger Sub as of the Closing.

Business Combination” means the Merger, the AEye Convertible Equity Conversion (as defined below) and other transactions to be consummated pursuant to the Merger Agreement.

Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of CF III, the Sponsor and of CF&Co.

CF&Co.” means Cantor Fitzgerald & Co., the representative of the underwriters in the IPO, the sole placement agent for the PIPE Investment, the financial advisor to CF III for the Business Combination, and an affiliate of CF III and the Sponsor.

CF III” means CF Finance Acquisition Corp. III, a Delaware corporation.

CF III Board” means the board of directors of CF III.

CF III Bylaws” means the bylaws of CF III in effect immediately prior to the Effective Time.

CF III Capital Stock” means, collectively, shares of CF III Common Stock and CF III Preferred Stock.

CF III Class A Common Stock” or “Class A Common Stock” means the Class A common stock, par value $0.0001, of CF III (or, following consummation of the Business Combination, the Combined Entity).

CF III Class B Common Stock” or “Class B Common Stock” means the Class B common stock, par value $0.0001, of CF III.

CF III Common Stock” or “Common Stock” means the common stock of CF III, par value $0.0001, including the CF III Class A Common Stock and CF III Class B Common Stock.

CF III Governing Documents” means, collectively, the Existing Charter and the CF III Bylaws.

CF III Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all CF III Share Redemptions.

CF III Share Redemptions” or “Redemption” means the election of an eligible (as determined in accordance with the CF III Governing Documents) holder of shares of CF III Common Stock to redeem all or a portion of the shares of CF III Common Stock held by such holder at a per-share price, payable in cash, equal to a

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pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account, but net of taxes payable and up to $100,000 to pay dissolution expenses) (as determined in accordance with the CF III Governing Documents) in connection with the Business Combination.

CF III Stockholders’ Approval” means the approval of the Proposals in accordance with the CF III Governing Documents at the Special Meeting duly called by the CF III Board and held for such purpose.

CF III Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by CF III, Merger Sub or the Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Business Combination, including (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (B) transfer taxes, and (C) any and all filing fees to the governmental authorities in connection with the Business Combination.

Closing” means the closing of the Business Combination.

Closing Date” means the date on which the Business Combination is consummated.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Entity” means CF III (which is anticipated to be renamed to “AEye Holdings, Inc.” upon Closing), (and, where the context so requires, its subsidiaries), after the consummation of the Business Combination.

Combined Entity Board” means the board of directors of the Combined Entity.

COVID-19” means SARs-CoV-2 or COVID-19, and any evolutions or mutations thereof.

COVID-19 Measures” means any legally binding quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar applicable law promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

DGCL” means the Delaware General Corporation Law, as amended.

Director Election Proposal” means the proposal to be considered at the Special Meeting to elect seven directors to serve on the Combined Entity Board until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.

Dissenting Shares” means all shares of AEye Capital Stock held by an AEye Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL with respect to its AEye Capital Stock.

DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Effective Time” means the effective time of the Business Combination.

Equity Incentive Plan” means the Equity Incentive Plan of the Combined Entity, which will become effective following the Business Combination. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex E.

Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Equity Incentive Plan of the Combined Entity.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Existing Charter” means CF III’s amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on November 12, 2020.

Founders Shares” means 5,750,000 shares of Class B Common Stock currently outstanding, 5,710,000 shares of which are held by Sponsor and 40,000 shares of which are held by CF III’s independent directors.

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Fully-Diluted AEye Shares” means the number of shares of AEye Capital Stock equal to the total number of issued and outstanding shares of AEye Capital Stock on an as-converted to AEye Common Stock basis as of immediately prior to the Effective Time and assuming as outstanding all shares of AEye Capital Stock subject to (a) all of AEye’s outstanding awards under the AEye ESOP and (b) all of the outstanding AEye Warrants, in each case, as of immediately prior to the Effective Time.

GAAP” means accounting principles generally accepted in the United States of America.

IPO” means CF III’s initial public offering which was consummated in November 2020.

Merger” means the merger of Merger Sub with and into AEye pursuant to the terms of the Merger Agreement, with AEye continuing as the surviving entity and becoming a wholly-owned subsidiary of the Combined Entity.

Merger Agreement” means the Merger Agreement, dated as of February 17, 2021, as amended on April 30, 2021, as the terms and conditions therein may be further amended, modified or waived from time to time, by and among CF III, Merger Sub and AEye.

Merger Sub” means Meliora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF III.

Minimum Cash Amount” means the Available CF III Cash after (i) deducting the amount required to satisfy the CF III Share Redemption Amount, (ii) deducting the sum of any indebtedness of CF III for borrowed money immediately prior to the Closing (for the avoidance of doubt, excluding (x) any debt financing or other loans made by the Sponsor or its affiliates to CF III and (y) any CF III Transaction Expenses) and (iii) including the amount from the PIPE Investments.

Nasdaq” means The Nasdaq Stock Market, LLC.

Nasdaq Proposal” means the proposal to be considered at the Special Meeting to approve the issuance of Class A Common Stock to holders of AEye Capital Stock pursuant to the Merger Agreement and the related PIPE Investment in order to comply with The Nasdaq Stock Market Listing Rule 5635.

NDA” means the Non-Disclosure Agreement, dated as January 7, 2021, between CF III and AEye.

Original Merger Agreement” means the original Merger Agreement entered into by and among CF III, Merger Sub and AEye on February 17, 2021.

PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

PIPE Investment” means the sale of shares of newly issued Class A Common Stock in a private placement to occur concurrently with the consummation of the Business Combination.

PIPE Investors” means investors that subscribed for shares of Class A Common Stock in the PIPE Investment.

Placement Shares” means the shares of CF III Class A Common Stock underlying the Placement Units.

Placement Units” means the Units issued to the Sponsor in the Private Placement.

Placement Warrants” means the Warrants underlying the Placement Units.

Post-Merger Charter Amendment Proposals” means the proposals to be considered at the Special Meeting to approve the Amended Charter to adopt certain material differences that will each be in effect upon the consummation of the Business Combination.

PPP Loan” means all principal, accrued interest, penalties, fines and other payment obligations of any nature of AEye under that certain U.S. Small Business Administration Paycheck Protection Program Note dated April 22, 2020, issued to AEye.

Pre-Merger Charter Amendment Proposal” means the proposal to be considered at the Special Meeting to approve the increase of the number of Class A Common Stock authorized to be issued under the Existing Charter from 200,000,000 to 300,000,000.

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Private Placement” means the private placement consummated simultaneously with the IPO on November 17, 2020 in which CF III issued to the Sponsor the Placement Units.

Proposals” means the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Public Shares” means the shares of CF III Class A Common Stock underlying the Public Units.

Public Units” means the Units issued in the IPO.

Public Warrants” means the Warrants underlying the Public Units.

Record Date” means             , 2021, the record date for the Special Meeting.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account determined in accordance with the Existing Charter (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like prior to the Redemption). The Redemption Price will be calculated two (2) business days prior to the completion of the Business Combination in accordance with the Existing Charter, as then in effect.

Redemption Rights” means the right of the holders of CF III Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

SEC” means the United States Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Special Meeting” means the special meeting of the stockholders of CF III, to be held on               , 2021 at            Eastern Time, as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at           .

Sponsor” means CF Finance Holdings III, LLC, a Delaware limited liability company.

Surviving Corporation” means, with respect to the periods from and after the Effective Time, AEye, the surviving corporation of the Merger.

Trust Account” means the Trust Account of CF III, which holds the net proceeds of the IPO and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses.

Unit” means a unit consisting of one share of CF III Class A Common Stock and one-third of one Warrant.

Warrant” means a warrant to purchase one share of CF III Class A Common Stock at a price of $11.50 per share issued in connection with the IPO. “Warrant” excludes the AEye Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of CF III and AEye. These statements are based on the beliefs and assumptions of the management of CF III and AEye. Although CF III and AEye believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CF III nor AEye can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “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 in this proxy statement/prospectus include, but are not limited to, statements about:

•        the benefits from the Business Combination;

•        CF III’s ability to consummate the Business Combination or, if CF III does not complete the Business Combination, any other initial business combination;

•        any satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect at CF III or AEye and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to maintain the listing of the Class A Common Stock on Nasdaq following the Business Combination;

•        the Combined Entity’s future financial performance following the Business Combination, including any expansion plans and opportunities;

•        the Combined Entity’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination or any other initial business combination;

•        changes in the Combined Entity’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of the Combined Entity’s business model;

•        the Combined Entity’s ability to scale in a cost-effective manner;

•        CF III’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with CF III’s business or in approving the Business Combination;

•        CF III’s public securities’ potential liquidity and trading;

•        the ability of CF III and AEye to consummate the PIPE Investment or raise additional financing concurrently with the consummation of the Business Combination or otherwise in the future;

•        the use of proceeds not held in the Trust Account or available to CF III from interest income on the Trust Account balance;

•        the impact of epidemics, including the COVID-19 pandemic, on AEye’s business and the actions AEye may take in response thereto;

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•        AEye’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        expectations regarding the time during which the Combined Entity will be an emerging growth company under the JOBS Act (as defined below);

•        AEye’s future capital requirements and sources and uses of cash;

•        AEye’s ability to obtain funding for its operations;

•        AEye’s business, expansion plans and opportunities;

•        AEye’s ability to successfully commercialize its products on its expected timeframe;

•        AEye’s estimates of the total addressable market;

•        the anticipated cash available at the closing of the Business Combination; and

•        the anticipated use of the Combined Entity’s cash and cash equivalents.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that CF III or AEye “believes,” and similar statements reflect only such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either CF III or AEye has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause CF III’s actual results to differ include:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against CF III, AEye or others following announcement of the Business Combination and the transactions contemplated therein;

•        the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of CF III or AEye or other conditions to closing in the Merger Agreement;

•        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•        costs related to the proposed Business Combination;

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•        the possibility that CF III or AEye may be adversely impacted by other economic, business, and/or competitive factors;

•        the risk that the market for AEye’s products may not develop on the timeframe or in the manner that AEye currently anticipates;

•        future exchange and interest rates;

•        the significant uncertainty created by the COVID-19 pandemic; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by CF III.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of CF III stockholders. The following questions and answers do not include all the information that is important to stockholders of CF III. We urge the stockholders of CF III to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     CF III stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. CF III has entered into the Merger Agreement as a result of which AEye will become a wholly-owned subsidiary of CF III upon the consummation of the Business Combination. Subject to the terms of the Merger Agreement, CF III is expected to issue an aggregate of up to 154,081,440 shares of Class A Common Stock to holders of AEye Capital Stock in exchange for their shares of AEye Capital Stock (which includes the maximum number of shares of Class A Common Stock underlying AEye Warrants and AEye Options to be assumed in connection with the Business Combination). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are proposals on which CF III stockholders are being asked to vote.

(1)    The Pre-Merger Charter Amendment Proposal To approve and adopt an amendment to CF III’s Charter to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 300,000,000 shares for the purposes of carrying out the Business Combination;

(2)    The Business Combination Proposal — To approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

(a)     each share of AEye Capital Stock outstanding immediately prior to the Effective Time (other than dissenting shares and certain other shares as set forth under the Merger Agreement) will be converted into the right to receive a number of shares of Class A Common Stock equal to the “Exchange Ratio,” as further described in the section titled “The Business Combination Proposal — The Merger Agreement”;

(b)    each option and warrant of AEye outstanding immediately prior to the Effective Time, if not exercised prior to such time, will be assumed by CF III and convert, at the same ratio, into an option or warrant to purchase shares of Class A Common Stock; and

(c)     CF III will change its name to “AEye Holdings, Inc.”

Copies of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreement are attached to this proxy statement/prospectus as Annexes A, F, G, H and I;

(3)    The Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve on the Combined Entity Board until the next annual meeting of stockholders and until their respective successors are duly elected and qualified;

(4)    The Nasdaq Proposal — To approve, for purposes of complying with the Nasdaq Listing Rule, the issuance of up to 154,081,440 shares of Class A Common Stock, par value $0.0001 per share, pursuant to the Merger Agreement and up to 22,500,000 shares of Class A Common Stock pursuant to the related PIPE Investment;

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(5)    The Post-Merger Charter Amendment Proposals — To approve and adopt the Amended Charter, a copy of which is attached to this proxy statement/prospectus as Annex C;

(6)    The Incentive Plan Proposal — To approve and adopt the Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex E; and

(7)    The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposal, or the Incentive Plan Proposal.

Q:     Are the proposals conditioned on one another?

A:     The Business Combination Proposal is subject to and conditioned upon the approval of the Pre-Merger Charter Amendment Proposal. Unless the Pre-Merger Charter Amendment Proposal is approved, the Business Combination Proposal will not be presented to the stockholders of CF III at the Special Meeting. The Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal are subject to and conditioned on the approval of the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal. Unless the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are approved, the Director Election Amendment Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal will not be presented to the stockholders of CF III at the Special Meeting.

The Business Combination Proposal is also subject to and conditioned on the approval of the Director Election Proposal, the Nasdaq Proposal, each of the Post-Merger Charter Amendment Proposals, and the Equity Incentive Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or any of the other Proposals (except for the Adjournment Proposal) does not receive the requisite vote for approval, we will not consummate the Business Combination. If CF III does not consummate the Business Combination and fails to complete an initial business combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022 (if necessary), and as may be further extended by the Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), CF III will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the Existing Charter, subject to payment of CF III’s tax obligations and up to $100,000 of dissolution expenses.

Q:     What will happen in the Business Combination?

A:     At the Closing, Merger Sub will merge with and into AEye with AEye surviving such merger and holders of AEye Capital Stock will receive shares of Class A Common Stock in exchange for their shares of AEye Capital Stock. Upon consummation of the Business Combination, AEye will become a wholly-owned subsidiary of CF III. In connection with the Business Combination, the remaining cash held in the Trust Account after redemptions, if any, and the proceeds from the PIPE Investment will be used to pay the transaction expenses of CF III and AEye in connection with the Business Combination and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What equity stake will current stockholders of CF III and holders of AEye Capital Stock hold in the Combined Entity after the Closing?

A:     It is anticipated that, upon the completion of the Business Combination, and assuming no redemptions by CF III’s public stockholders, (i) CF III’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 11.3% of the Combined Entity, (ii) the PIPE Investors (other than the Sponsor and holders of AEye Capital Stock and AEye Convertible Equity Instruments) will own approximately 10.1% of the Combined Entity, (iii) the Sponsor, the other initial stockholders and their affiliates, through their ownership of Founder Shares, Placement Units and the purchase by the Sponsor of Class A Common

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Stock in the PIPE Investment, will retain an ownership interest of approximately 3.3% of the Combined Entity, and (iv) existing holders of AEye Capital Stock and AEye Convertible Equity Instruments (including their shares of Class A Common Stock purchased in the PIPE Investment) will own approximately 75.4% of the Combined Entity.

The ownership percentage with respect to the Combined Entity following the Business Combination is based upon the number of shares of AEye Capital Stock issued and outstanding as of April 30, 2021, assuming the issuance of Class A Common Stock underlying Assumed Options and Assumed Warrants using the Treasury Stock Method, but does not take into account (i) the redemption of any shares by CF III’s public stockholders, (ii) the exercise of the Warrants, or (iii) the exercise of any options or other securities under any incentive plans issued after April 30, 2021. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by CF III’s existing stockholders and AEye Stockholders in the Combined Entity will be different.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of CF III of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal. CF III must obtain the approval of CF III stockholders for each of the Proposals set forth in this proxy statement/prospectus for their approval (other than the Adjournment Proposal) and AEye must obtain the written consent of AEye Stockholders for the Merger. CF III and AEye must also obtain certain necessary regulatory approvals and satisfy other closing conditions set forth under the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:     Why is CF III providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the Existing Charter, CF III must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of CF III’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, CF III has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, CF III is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q:     Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to meet the minimum cash condition for consummating the Business Combination?

A:     Yes. On February 17, 2021, CF III entered into Subscription Agreements (the “PIPE Subscription Agreements”) with a number of subscribers, including the Sponsor, pursuant to which the subscribers agreed to purchase, and CF III agreed to sell to the subscribers, an aggregate of 22,500,000 shares of Class A Common Stock for gross proceeds to CF III of $225 million in a private placement. The closing of the PIPE Investment is contingent upon, among other customary closing conditions, the substantially concurrent Closing. The proceeds from the Trust Account and the PIPE Investment will be used to pay any loans owed by CF III to the Sponsor, for any CF III transaction expenses or other administrative expenses incurred by CF III, and to pay all unpaid transaction expenses of AEye and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. In addition, AEye may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

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Q:     How many votes do I have at the Special Meeting?

A:     CF III stockholders are entitled to one vote at the Special Meeting for each share of CF III Common Stock held of record as of             , 2021, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were 29,250,000 outstanding shares of CF III Common Stock.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF III Common Stock as of the Record Date. Accordingly, a CF III stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposals.

The Sponsor and our directors and officers have agreed to vote their shares in favor of the Business Combination Proposal. As a result, we would need only 8,375,001, or approximately 36.4%, of the 23,000,000 Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF III Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of CF III Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. A CF III stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting will not be counted towards the number of shares of CF III Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal.

If the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are not approved, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal will not be presented to the CF III stockholders for a vote. The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the election of each director nominee pursuant to the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, and the Equity Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Q:     What constitutes a quorum at the Special Meeting?

A:     Holders of a majority in voting power of CF III Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, 14,625,001 shares of CF III Common Stock would be required to achieve a quorum.

Q:     How will the Sponsor and CF III’s directors and officers vote?

A:     The Sponsor and CF III’s officers and directors have agreed to vote any Founders Shares and Placement Shares held by them in favor of the initial business combination, including the Business Combination. Accordingly, if CF III seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and CF III’s officers and directors had agreed to vote their Founders Shares and Placement Shares in accordance with the majority of the votes cast by CF III’s public stockholders.

As a result, we would need only 8,375,001, or approximately 36.4%, of the 23,000,000 Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

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Q:     What interests do CF III’s current officers and directors have in the Business Combination?

A:     The Sponsor and CF III’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

•        unless CF III consummates an initial business combination, CF III’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF III ($300,304 of such expenses have been incurred as of April 30, 2021, and none of such expenses have been reimbursed) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the Placement Units, including the Placement Shares, and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the Placement Units, and all of their underlying securities, will not be sold or transferred by it until 30 days after CF III has completed a business combination, subject to limited exceptions;

•        the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

•        the fact that Sponsor has agreed not to redeem any of the Founders Shares or Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if CF III does not complete an initial business combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), the proceeds from the sale of the Placement Units will be included in the liquidating distribution to CF III’s public stockholders and the Placement Warrants will expire worthless;

•        the fact that upon completion of the Business Combination, an aggregate amount of $8.65 million in business combination marketing fees, $10.0 million of M&A advisory fees and $6.75 million of placement agent fees will be payable to CF&Co., an affiliate of CF III and the Sponsor;

•        if the Trust Account is liquidated, including in the event CF III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF III to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share by the claims of prospective target businesses with which CF III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to CF III, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor and CF III’s officers and directors will lose their entire investment in CF III, including loans in the aggregate amount of $3,033,335 as of April 30, 2021, if an initial business combination is not completed;

•        the fact that CF III’s two independent directors own an aggregate of 40,000 Founder Shares that were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $399,200, based on the closing price of Class A Common Stock on April 30, 2021; and

•        the fact that CF III’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Merger Agreement.

These interests may influence CF III’s officers and directors in making their recommendation that you vote in favor of the approval of the Business Combination.

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Q:     Did the CF III Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     The CF III Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The CF III Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The CF III Board also determined, without seeking a valuation from a financial advisor, that AEye’s fair market value was at least 80% of CF III’s net assets, excluding any taxes payable on interest earned on the funds held in the Trust Account. Accordingly, investors will be relying on the judgment of the CF III Board as described above in valuing AEye’s business and assuming the risk that the CF III Board may not have properly valued such business.

Q:     What factors did the CF III Board consider in determining whether or not to proceed with the Business Combination?

A:     The CF III Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, AEye’s leadership position in the long-range lidar industry, a large and growing addressable market, AEye’s differentiated technology, relationships with important Tier 1 automotive suppliers, an experienced management team and an attractive valuation.

The CF III Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to: macroeconomic uncertainty generally and in the lidar industry, technological risks in the lidar industry and in AEye’s target markets, the risks that business plan and projections may not be achieved, and risks relating to CF III’s valuation of AEye, in particular the lack of third party valuation. See the sections titled “The Business Combination Proposal — The CF III Board’s Reasons for the Approval of the Business Combination.”

Q:     What happens if I sell my shares of Class A Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of CF III Class A Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of CF III Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Pursuant to the Existing Charter, if the Business Combination Proposal is not approved and CF III does not otherwise consummate an alternative business combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), CF III will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, subject to payment of CF III’s tax obligations and up to $100,000 of dissolution expenses.

Q:     Do I have redemption rights?

A:     Pursuant to the Existing Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Charter. As of April 30, 2021, based on funds in the Trust Account of $232.3 million, this would have amounted to $10.10 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF III Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CF III’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of CF III Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

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Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you affirmatively vote your shares of CF III Common Stock “FOR” or “AGAINST” the Business Combination Proposal or abstain from voting on the Business Combination Proposal or any other Proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on             , 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CF III Class A Common Stock. A holder of the Public Shares, together with any of its affiliates any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the Public Shares, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is CF III’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, CF III does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CF III’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to CF III’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that CF III’s transfer agent return the shares (physically or electronically). You may make such request by contacting CF III’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the federal income tax consequences of exercising my redemption rights?

A:     CF III expects that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “The Business Combination Proposal — United States Federal Income Tax Considerations of the Redemption.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

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Q:     If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of CF III Common Stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•        CF III stockholders who properly exercise their redemption rights;

•        the $8,650,000 business combination marketing fee to CF&Co.;

•        certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by CF III or AEye in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•        any loans owed by CF III to the Sponsor for any CF III transaction expenses or other administrative expenses incurred by CF III; and

•        for general corporate purposes including, but not limited to, working capital for operations.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, CF III is unable to complete the Business Combination or another initial business combination transaction by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the

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Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), the Existing Charter provides that CF III will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the CF III Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

CF III expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to CF III’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to CF III’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either CF III or AEye if the Closing has not occurred by on or before the earlier of six months from the date this Registration Statement was initially filed with the SEC and the 270 day anniversary of the date of the Merger Agreement, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of CF III Common Stock on             , 2021, the Record Date, you may vote with respect to the Proposals at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

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Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, CF III will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, and the Post-Merger Charter Amendment Proposals. Abstentions will have no effect on the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal or the Adjournment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by CF III without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. CF III believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to CF III’s secretary at the address listed below so that it is received by CF III’s secretary prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. You also may revoke your proxy by sending a notice of revocation to CF III’s secretary, which must be received by CF III’s secretary prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     CF III will pay the cost of soliciting proxies for the Special Meeting. CF III has engaged Morrow Sodali LLC, which we refer to as “Morrow,” to assist in the solicitation of proxies for the Special Meeting. CF III has agreed to pay Morrow a fee of $27,500, plus disbursements. CF III will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. CF III will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of CF III Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the CF III Common Stock and in obtaining voting instructions from those owners. CF III’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

CF Finance Acquisition Corp. III

110 East 59th Street

New York, New York 10022

Tel: (212) 938-5000

E-mail: CFFinanceIII@cantor.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC

Tel: (800) 662-5200 or (203) 658-9400 (banks and brokers)

Email: CFIII.info@investor.morrowsodali.com

To obtain timely delivery, CF III stockholders must request the materials no later than         , 2021.

You may also obtain additional information about CF III from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CF III’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers about the Proposals,” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to the “Combined Entity” refer to CF III and its consolidated subsidiaries (including AEye) after giving effect to the Business Combination. References to the “Company” or “CF III” refer to CF Finance Acquisition Corp. III.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s public stockholders and do not include any shares of CF III Common Stock issuable upon the exercise of the Warrants.

Information About the Parties to the Business Combination

CF Finance Acquisition Corp. III

CF III is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CF III’s Class A Common Stock, Units, and Warrants are currently listed on Nasdaq under the symbols “CFAC”, “CFACU” and “CFACW”, respectively. The mailing address of CF III’s principal executive officer is 110 East 59th Street, New York, NY 10022.

For more information about CF III, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF III” and “Information Related to CF III.”

Merger Sub

Merger Sub is a wholly-owned subsidiary of CF III, formed on February 10, 2021 to consummate the Business Combination. Following the Business Combination, AEye will merge with and into Merger Sub with AEye surviving the merger. As a result, AEye will become a wholly-owned subsidiary of CF III.

AEye

AEye provides active lidar systems for vehicle autonomy, advanced driver-assistance systems (“ADAS”), and robotic vision applications. AEye’s proprietary software-definable iDAR™ (Intelligent Detection and Ranging) platform combines solid-state active lidar, an optionally fused low-light HD camera, and integrated deterministic artificial intelligence to capture more intelligent information with less data. AEye was incorporated in Delaware in 2013. The mailing address of AEye’s principal executive office is 1 Park Place, Dublin, CA 94568 and its telephone number is (925) 400-4366.

For more information about AEye, see the sections titled “Information About AEye” and “AEye’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Proposals to Be Voted On by CF III Stockholders

Pre-Merger Charter Amendment Proposal

CF III stockholders will be asked to approve and adopt an amendment to the Existing Charter to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 300,000,000 shares for the purposes of carrying out the Business Combination. See the section titled “The Pre-Merger Charter Amendment Proposal.”

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The Business Combination Proposal

CF III and AEye have agreed to the Business Combination under the terms of the Merger Agreement, dated as of February 17, 2021, as amended on April 30, 2021. This amended agreement, as the terms and conditions therein may be further amended, modified or waived from time to time, is referred to in this proxy statement/prospectus as the “Merger Agreement.” Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, Merger Sub, a Delaware corporation and a direct wholly-owned subsidiary of CF III, will merge with and into AEye, with AEye continuing as the surviving entity and becoming a wholly-owned subsidiary of CF III. For more information about the Merger Agreement and the Business Combination (including the Merger), see the section titled “The Business Combination Proposal.”

The Merger Agreement

CF III, Merger Sub and AEye entered into the Original Merger Agreement, on February 17, 2021, and the Amendment to the Merger Agreement on April 30, 2021.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the Closing, Merger Sub will merge with and into AEye, 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. As a result of the Merger, among other things, (i) all outstanding shares of AEye Capital Stock will be cancelled and AEye Stockholders will receive a number of shares of Class A Common Stock for each share of AEye Capital Stock held equal to the quotient obtained by dividing the Price Per AEye Share (as defined below) by $10.00 (the “Exchange Ratio”), (ii) all outstanding options, restricted stock units and warrants to purchase AEye Capital Stock will be assumed by CF III and instead represent the right to acquire shares of Class A Common Stock, with the number of shares and price per share thereunder adjusted at the Closing based on the Exchange Ratio, and (iii) CF III will amend the Existing Charter to, among other matters, change its name to “AEye Holdings, Inc.”

The “Price Per AEye Share” is obtained by dividing (x) $1.52 billion (together with the aggregate exercise price of any outstanding options or warrants being assumed by CF III), by (y) the number of outstanding shares of AEye Capital Stock (calculated on a fully-diluted basis in accordance with the Merger Agreement). For example, as of April 30, 2021 (the day the Amendment to the Merger Agreement was executed), assuming 41,326,208 Fully-Diluted AEye Shares outstanding on such date, the Exchange Ratio would have been 3.71332.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations and warranties are qualified by materiality or Company Material Adverse Effect or Acquiror Material Adverse Effect (each as defined below).

The Merger Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Merger Agreement. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

CF III and AEye agreed, as promptly as practicable after the execution of the Original Merger Agreement and receipt by CF III of the PCAOB Audited Financials (as defined below), to prepare and (in the case of CF III) file with the SEC this Registration Statement in connection with the registration under the Securities Act of the issuance of the Class A Common Stock be issued to the AEye Stockholders, and containing a proxy statement/prospectus for the purpose of CF III soliciting proxies from the stockholders of CF III to obtain the CF III Stockholders’ Approval at the Special Meeting and providing such stockholders an opportunity, in accordance with the Existing Charter and IPO prospectus, to have their shares of Class A Common Stock redeemed.

CF III agreed to take all action within its power so that effective at the Closing, the Combined Entity Board will consist of seven individuals, a majority of whom shall be independent directors in accordance with Nasdaq requirements, and which shall comply with all diversity requirements under applicable law, and the executive officers of the Combined Entity will be the executive officers of AEye immediately prior to the Closing.

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Conditions to the Parties’ Obligations to Consummate the Merger

Under the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination are subject to a number of customary conditions for special purpose acquisition companies, including, among others, the following: (i) the approval of the Merger and the other Proposals required to approve the Business Combination by CF III’s stockholders and AEye’s stockholders, (ii) all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable, (iii) the effectiveness of this Registration Statement, (iv) the shares of Class A Common Stock to be issued to AEye Stockholders and the PIPE Investors having been approved for listing on Nasdaq, subject to round lot holder requirements, and (v) CF III having a minimum of $5,000,001 of net tangible assets upon the Closing (after giving effect to any Redemptions and any PIPE Investment).

The obligations of CF III and Merger Sub to consummate (or cause to be consummated) the Business Combination are also subject to, among other things (i) the representations and warranties of AEye being true and correct, subject to the materiality standards contained in the Merger Agreement, (ii) material compliance by AEye with its pre-closing covenants, subject to the materiality standards contained in the Merger Agreement, (iii) obtaining the consent of certain holders of AEye Convertible Equity Instruments to an amendment providing for the conversion of such AEye Convertible Equity Instruments into AEye Common Stock immediately prior to the Merger, and (iv) no Company Material Adverse Effect.

In addition, the obligations of AEye to consummate (and cause to be consummated) the Business Combination are also subject to, among other things (i) the representations and warranties of CF III being true and correct, subject to the materiality standards contained in the Merger Agreement, (ii) material compliance by CF III with its pre-closing covenants, subject to the materiality standards contained in the Merger Agreement, (iii) no Acquiror Material Adverse Effect, and (iv) the Available CF III Cash being at least $225 million.

Termination Rights

The Merger Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of CF III and AEye, (ii) if the consummation of the Business Combination is prohibited by law, (iii) if the Closing has not occurred on or before the earlier of six months from the date this Registration Statement was initially filed with the SEC and the 270 day anniversary of the date of the Original Merger Agreement, (iv) in connection with a breach of a representation, warranty, covenant or other agreement by a party which is not capable of being cured within 30 days after receipt of notice of such breach, subject to the materiality standards contained in the Merger Agreement, (v) by either CF III or AEye if the board of directors of the other party publicly changes its recommendation with respect to the Merger Agreement and Business Combination and related stockholder approvals under certain circumstances detailed in the Merger Agreement, (vi) by either CF III or AEye if the Special Meeting is held and the CF III Stockholders’ Approval is not received, (vii) by CF III if the PCAOB Audited Financials have not been delivered to CF III by the date that is four months following the date of the Merger Agreement, or June 17, 2021 (which condition has been satisfied), or (viii) by CF III if AEye does not receive the written consent of its stockholders to the Merger Agreement and related approvals within five business days after this Registration Statement has become effective.

None of the parties to the Merger Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Merger Agreement (except that AEye may be responsible for $250,000 in consultant expenses of CF III if the Merger Agreement is terminated for certain reasons). However, each party will remain liable for willful and material breaches of the Merger Agreement prior to termination.

Trust Account Waiver

AEye agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for CF III’s public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

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Executive Officers of the Combined Entity

The executive officers of the Combined Entity will be the executive officers of AEye immediately prior to the Closing.

Board of Directors of the Combined Entity

Subject to the approval of the Director Election Proposal, the Combined Entity Board will consist of Blair LaCorte, Luis Dussan, Wen Hsieh, Prof. Dr. Bernd Gottschalk, Dr. Karl-Thomas Neumann, Timothy J. Dunn and Carol DiBattiste, with Carol DiBattiste serving as the Chairperson of the Combined Entity Board.

CF III’s Reasons for the Business Combination

CF III was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CF III sought to do this by utilizing the networks and industry experience of both its management team and its board of directors to identify, acquire and, after its initial business combination, help to build a company in an industry that complements the experience and expertise of its management team.

In evaluating and approving the Business Combination, the CF III Board considered a wide variety of factors. In light of the complexity of those factors, the CF III Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CF III Board may have given different weight to different factors.

Based on its review of the industry data and the operational, financial and other relevant information related to AEye’s business provided by AEye and presented to the CF III Board, the factors considered by the CF III Board included, but were not limited to, (1) AEye’s technological capabilities in the long-range lidar industry and the large potential addressable market providing for significant growth potential, (2) the belief that AEye has sustainable competitive advantages with respect to its technology and active lidar capabilities, (3) AEye’s business model has the potential to generate significant free cash flows, (4) that AEye has an experienced and capable management team, and (5) AEye has the opportunity to evolve successfully and become a leader in the lidar space through its existing partnerships with Tier 1 auto suppliers and potential new partnerships with Tier 1 auto suppliers.

In addition, based on its review of the industry data and the operational, financial and other relevant information related to the AEye business provided by AEye and presented to the CF III Board, the factors considered by the CF III Board included, but were not limited to, the following:

•        AEye’s Leadership Position in the Long-Range Lidar Industry.    According to AEye and the report prepared by the consulting firm engaged by CF III, AEye is currently one of the leading companies in the long-range lidar industry. AEye believes it maintains a leading technological position in the nascent lidar space, which is supported by information provided by AEye, the findings contained in the report prepared by the consulting firm and other materials CF III considered in assessing the sector.

•        Large and Growing Addressable Market.    According to AEye’s estimates (supported by various sources including Wall Street research, industry estimates and the report prepared by the consulting firm), the total addressable market for lidar is estimated to surpass $42 billion by 2030. AEye estimates that the market sizes for the three main industrial applications, ADAS, Mobility and Industrial, will be approximately $18.0 billion, $7.1 billion, and $17.1 billion, respectively, by 2030. As long-range lidar continues to gain acceptance in the marketplace and the price of each unit continues to decrease over time, the market for long-range lidar is expected to increase considerably. As a market leader in long-range lidar, AEye has the opportunity to significantly benefit from these changes.

•        AEye’s Differentiated Technology.    AEye has developed a single modular platform to address its target markets and a proprietary software-configurable sensing platform with 75 patents (includes issued and pending patents). AEye’s high resolution, long range lidar platform employs deterministic artificial intelligence at the edge to deliver salient and actionable information to enable higher levels of

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autonomous features and functionality. Due to its flexible design and optimized size, weight, and power, AEye’s lidar system can be seamlessly integrated in a variety of locations on a vehicle including behind the windshield, within the headlight enclosure or in the grill.

•        Relationships with Important Tier 1 Automotive Suppliers.    AEye’s ADAS strategy includes working with Tier 1 automotive suppliers to sell to the automotive original equipment manufacturers, or OEMs. Key partnerships that have been announced include Continental, Hella, Aisin, and ZKW Group GmbH (an affiliate of LG Electronics). Although all partnerships are subject to definitive agreements, AEye expects to benefit from its Tier 1 partners’ validation of AEye’s technology as well as industrialization, manufacturing, or sales channel to sell products containing AEye’s lidar to OEMs. AEye expects to participate with its Tier 1 partners in at least 16 opportunities over the next two years for long-range lidar.

•        Growth Potential of AEye’s Business.    AEye has the potential for revenues to accelerate quickly as the technological use cases of lidar become increasingly present in different industries and as these industries deploy lidar in greater quantities and in increasing numbers of products.

•        Selected by one of the Largest Automotive Suppliers to Meet Premium OEM Requirements.    AEye has been selected by Continental to meet the requirements of premium OEMs with an anticipated start date of production in 2024.

•        Projected Financial Breakeven.    AEye projects that the net proceeds of the Business Combination will provide it with sufficient capital to fund its business until its breakeven point, which is expected in 2024, and therefore additional capital raises are not expected to be necessary in the near term. The proceeds of the transactions will also provide AEye resources to accelerate its business plan to expand its access to revenue seeking opportunities, which could enable AEye to exceed its financial projections.

•        Business Model.    AEye’s business model of relying on automotive Tier 1 suppliers for manufacturing its products is a capital light business model and provides advantages to AEye over its competitors, including the potential for higher gross margins and EBITDA margins than its competitors.

•        Experienced and Capable Management Team.    Following completion of the Business Combination, AEye will continue to be led by the same senior management team as prior to the Business Combination, which management team has positioned AEye to benefit as the long-range lidar industry begins to move into the mass adoption phase.

•        Attractive Valuation.    The CF III Board’s determination that if AEye is able to meet its financial projections, then CF III’s stockholders will have acquired their shares in the Combined Entity at an attractive valuation which would increase shareholder value.

•        Other Alternatives.    The CF III Board’s belief, after a thorough review of other business combination opportunities reasonably available to CF III, that the Business Combination represents an attractive potential business combination for CF III.

•        Terms and Conditions of the Merger Agreement.    The terms and conditions of the Merger Agreement and the Business Combination (including the Merger), were, in the opinion of the CF III Board, the product of arm’s-length negotiations between the parties.

•        Continued Ownership by Holders of AEye Capital Stock and AEye Convertible Equity Instruments.    The CF III Board considered that the holders of AEye Capital Stock and AEye Convertible Equity Instruments (i) are not receiving any cash proceeds from the Business Combination, (ii) will be significant shareholders of the Combined Entity after Closing, with a large majority of holders of AEye Capital Stock entering into Lock-Up Agreements, and (iii) are investing an additional $14.5 million in the Combined Entity through the PIPE Investment.

•        Involvement of the PIPE Investors.    The CF III Board considered that the agreement of the investors in the PIPE Investment, including the Sponsor, existing holders of AEye Capital Stock and AEye Convertible Equity Instruments (including strategic partners and Tier 1 automotive suppliers) and new investors in the PIPE Investment, to invest an aggregate of $225.0 million in the Combined Entity at Closing at $10.00 per share was a validation of AEye’s valuation and future prospects.

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•        AEye Being an Attractive Target.    The CF III Board considered the fact that AEye (i) is of a sufficient size relevant to the public marketplace, (ii) has an experienced existing management team, (iii) has a significant total addressable market and expansion opportunities, and (iv) would benefit from the consummation of the Business Combination by becoming a public company and receiving the net proceeds of the Business Combination, which the CF III Board believed would allow AEye to accelerate its business plan and improve AEye’s ability to meet its financial projections.

In the course of its deliberations, in addition to the various other risks associated with the business of AEye, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the CF III Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

•        Macroeconomic Risks Generally.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on the Combined Entity’s revenues and financial performance.

•        Macroeconomic Risks in the Lidar Industry.    AEye is the sixth (6th) company in the lidar industry to announce a business combination with a special purpose acquisition company and other lidar companies may be contemplating such transactions. With many OEMs expected to have RFQ processes over the next few years, much of the projected available revenue in the lidar industry will be put to bid in this time frame which will lock in revenues for lidar companies over the remaining part of this decade. AEye will face significant competition from its competitors, each with access to cash as a result of their respective business combination transactions, and AEye may not win as many of the RFQs as it expects, thereby negatively impacting the Combined Entity’s revenues and financial performance.

•        Technological Risks in the Lidar Industry.    While AEye believes it is the technological leader in the lidar industry with its active sensing iDAR products, which enable real-time intelligence processing at the edge with long range, high resolution and low latency lidar solutions, existing and new competitors of AEye may emerge and achieve technological breakthroughs that make it more difficult for AEye to achieve design wins, adoption of AEye’s technology, future revenues and profitability. All these risks would negatively impact the Combined Entity’s revenues and financial performance. OEMs and other potential lidar customers could still choose other lidar companies for other reasons, including the cost of the lidar sensors.

•        Technological Risks in AEye’s Target Markets.    AEye’s projections rely on the expanded use of lidar sensors in the ADAS, Mobility and Industrial markets. If the technological advances needed in any of these industries for mass adoption of lidar is not achieved or not achieved in the expected time frame, then AEye’s ability to timely meet its financial projections could be diminished.

•        Business Plan and Projections May Not be Achieved.    The risk that AEye may not be able to execute on its business plan, and realize the financial performance as set forth in the financial projections presented to management of CF III and the CF III Board.

•        Tier 1 Automotive Supplier Relationships.    The risk that AEye has only entered into non-binding memorandums of understanding with its key Tier 1 automotive supplier partners and may not enter into final definitive agreements with all or certain of its Tier 1 automotive supplier partners.

•        Intense Competition.    The fact that AEye operates in an emerging market and is subject to intense competition and that certain of its competitors may offer their products and services to OEMs on terms that AEye and/or its partners are unwilling to match.

•        OEM Design Wins and Commercial Arrangements.    The risk that AEye and its Tier 1 automotive supplier partners are unsuccessful in securing design wins expected to be awarded in 2021 and 2022, or are unable to successfully enter into definitive agreements or other commercial arrangements with OEMs on the basis of such design wins, in a timely manner or at all, or, even if successful in entering into agreements with OEMs, that OEMs change the size of any proposed program and/or delay the implementation of AEye’s products, which in each case would delay or otherwise adversely affect AEye’s revenue growth and its ability to meet its financial projections.

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•        Dilution from the Equity Incentive Plan.    Pursuant to the Equity Incentive Plan, up to 23,801,624 shares of Class A Common Stock will be available for issuance after Closing. In addition, the Equity Incentive Plan includes an evergreen provision, whereby after the first year, the lesser of (i) 5% of Class A Common Stock outstanding as of the conclusion of the Combined Entity’s immediately preceding fiscal year or (ii) such amount, if any, as the Combined Entity’s Board of Directors may determine, will be added to the Equity Incentive Plan and, each year thereafter, the lesser of (i) another 3% of the Class A Common Stock outstanding as of the conclusion of the Combined Entity’s immediately preceding fiscal year or (ii) such amount, if any, as the Combined Entity’s Board of Directors may determine, will be added to the Equity Incentive Plan. The issuance of Class A Common Stock after Closing under the Equity Incentive Plan could dilute the ownership of the Combined Entity by the holders of CF III Common Stock as of the Closing.

•        Lock-Ups.    The Class A Common Stock issued to the investors in the PIPE Investment are not subject to any lock-ups, and the Combined Entity is required to register such shares of Class A Common Stock promptly after Closing. Approximately 90% of the shares of Class A Common Stock issued to stockholders of AEye will be subject to lock-up (subject to waiver by CF III). The Class A Common Stock issued to the stockholders of AEye subject to lock-up and the Founder Shares held by the Sponsor are subject to a twelve (12) month lock-up. Upon the expiration of any such lock-ups and upon the registration of such shares of Class A Common Stock, a substantial number of shares of Class A Common Stock may become available for sale, which could have a negative impact on the Combined Entity’s stock price.

•        No Third-Party Valuation.    The risk that CF III did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

•        Liquidation.    The risks and costs to CF III if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in CF III being unable to effect a business combination within the completion window which would require CF III to liquidate.

•        Stockholder Vote and Other Actions.    The risk that CF III Stockholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing, including to vote down the Proposals at the Special Meeting or redeem their shares of CF III Class A Common Stock.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CF III’s control.

•        CF III’s Stockholders Holding a Minority Position in the Post-Combination Company.    The fact that existing CF III stockholders will hold a minority position in the Combined Entity following completion of the Business Combination, with existing CF III stockholders (excluding the Sponsor and PIPE Investors) owning approximately 11.3% of the Combined Entity after Closing, based on the assumptions described in the section entitled “Questions and Answers About the Proposals — What equity stake will current stockholders of CF III and holders of AEye Capital Stock hold in the Combined Entity after the Closing?”, including no redemptions by existing CF III Stockholders.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Redemptions.    The risk that holders of CF III Public Shares would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account.

•        Nasdaq Listing.    The potential inability to maintain the listing of the Combined Entity’s securities on Nasdaq following the Closing.

•        Valuation.    The risk that the CF III Board may not have properly valued AEye’s business.

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•        Distraction to Operations.    The risk that the potential diversion of AEye’s management and employee attention as a result of the Business Combination may adversely affect AEye’s operations.

•        Readiness to be a Public Company.    As AEye has not previously been a public company, AEye may not have all the different types of employees necessary for it to timely and accurately prepare reports for filing with the SEC. There is a risk that AEye will not be able to hire the right people to fill in these gaps by the time of the Closing or that additional issues could arise after the Closing due to its failure to have hired these people in advance of Closing.

In addition to considering the factors described above, the CF III Board also considered that:

•        Interests of Certain Persons.    The Sponsor and certain officers and directors of CF III may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of CF III’s stockholders (see section entitled “The Business Combination Proposal — Interests of the Sponsor and CF III’s Directors and Officers in the Business Combination”). CF III’s independent directors on the CF III Audit Committee reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the CF III Audit Committee, the Merger Agreement and the transactions contemplated therein.

After considering the foregoing, the CF III Board concluded, in its business judgment, that the potential benefits to CF III and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Related Agreements

PIPE Subscription Agreements

Contemporaneously with the execution of the Original Merger Agreement, CF III entered into separate PIPE Subscription Agreements with a number of subscribers (each a “PIPE Investor”), including the Sponsor, pursuant to which the PIPE Investors agreed to purchase, and CF III agreed to sell to the PIPE Investors, an aggregate of 22.5 million shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $225 million, with the Sponsor’s PIPE 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).

The closing of the sale of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent Closing. The purpose of the PIPE Investments is to raise additional capital for use by AEye following the Closing.

Pursuant to the PIPE Subscription Agreements, CF III agreed that, within 30 calendar days after the Closing, CF III will file with the SEC (at CF III’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and CF III shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies CF III that it will “review” the registration statement) following the Closing and (ii) the second business day after the date CF III is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

Stockholder Support Agreement

Contemporaneously with the execution of the Original Merger Agreement, CF III, AEye, and certain AEye Stockholders entered into a Stockholder Support Agreement (the “Original Stockholder Support Agreement”). On April 30, 2021, contemporaneously with the execution of the Amendment to the Merger Agreement, CF III, AEye, and certain AEye Stockholders entered into an Amended and Restated Stockholder Support Agreement (the “A&R Stockholder Support Agreement”), which reaffirmed the applicable AEye Stockholders’ obligations under the Original Stockholder Support Agreement and the Lock-Up Agreements entered into by such AEye Stockholders, including, among other things, the agreement (i) not to transfer, and to vote their shares of AEye Capital Stock in favor of the Merger Agreement (including by execution of a written consent), the Merger and the other transactions

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contemplated by the Merger Agreement, (ii) to consent to the termination of certain stockholder agreements with AEye, effective at closing of the Merger, and (iii) release the Sponsor, CF III, AEye and its subsidiaries from pre-closing claims relating to their capacity as stockholders, subject to customary exceptions.

The AEye Stockholders party to the A&R Stockholder Support Agreement collectively have a sufficient number of votes to approve the Merger.

The A&R Stockholder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Merger Agreement pursuant to its terms. Upon such termination of the A&R Stockholder Support Agreement, all obligations of the parties under the A&R Stockholder Support Agreement will terminate; provided, however, that such termination will not relieve any party thereto from liability arising in respect of any breach of the A&R Stockholder Support Agreement prior to such termination.

Sponsor Support Agreement

Contemporaneously with the execution of the Original Merger Agreement, CF III entered into a Sponsor Support Agreement with the Sponsor and AEye, pursuant to which, among other things: (i) for the benefit of AEye, the Sponsor has agreed to comply with its obligations under the letter agreement, dated as of November 12, 2020 (the “Insider Letter”), by and among CF III, the Sponsor and certain officers and directors of CF III to not transfer, to not participate in the Redemption and to vote its shares of CF III Common Stock in favor of the Merger Agreement and the Business Combination (including the Merger), other than as permitted by the Sponsor Support Agreement, and CF III agreed to enforce such provisions, and CF III and the Sponsor provided AEye with certain consent rights with respect to transfers of CF III securities owned by the Sponsor and amendments, modifications or waivers under the Insider Letter, (ii) to waive its anti-dilution rights with respect to its shares of Class B Common Stock under the Existing Charter, and (iii) to release CF III, AEye, Merger Sub and their respective subsidiaries effective as of the Closing from all pre-Closing claims, subject to customary exceptions.

On April 30, 2021, contemporaneously with the execution of the Amendment to the Merger Agreement, AEye, CF III, the Sponsor and AEye amended the Sponsor Support Agreement pursuant to which the Sponsor extended the deadline for CF III to consummate its initial business combination from May 17, 2021 to September 17, 2021 by depositing an additional $0.10 per share in accordance with the Existing Charter and the Trust Agreement (resulting in the Trust Account holding $10.10 per share). If the Merger has not been consummated by September 17, 2021, the Sponsor further agreed to fund the amount needed to extend CF III’s term to January 17, 2022 on or prior to September 17, 2021.

The Sponsor Support Agreement, as amended, and all of its provisions will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Merger Agreement pursuant to its terms.

Lock-Up Agreement

Concurrently with the execution of the Original Merger Agreement, CF III and AEye entered into separate Lock-Up Agreements with a number of AEye Stockholders, pursuant to which the securities of CF III held by such stockholders as of Closing will be locked-up and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain exceptions. The securities held by such stockholders will be locked-up until the earlier of: (i) the one (1) year anniversary of the date of the Closing, (ii) the date on which the last reported sale price of Class A Common Stock exceeds $12.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (iii) the date on which CF III consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing which results in all of CF III’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Registration Rights Agreement

Concurrently with the execution of the Original Merger Agreement, CF III and certain AEye Stockholders (the “Investors”) entered into a Registration Rights Agreement, which shall be effective at the Closing. Pursuant to the terms of the Registration Rights Agreement, CF III will be obligated to file one or more registration statements to register the resales of Class A Common Stock held by such Investors after the Closing. Investors holding at least

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25% of the registrable securities owned by all Investors are entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their registrable securities, up to a total of three (3) such demands (subject to the right of one of the Investors to initiate one such demand on its own without any of the other Investors). In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, such Investors may demand at any time or from time to time, that CF III file a registration statement on Form S-3 (or any similar short-form registration which may be available) to register the resale of the registrable securities of CF III held by such Investors. The Registration Rights Agreement will also provide such Investors with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Under the Registration Rights Agreement, CF III agreed to indemnify such Investors and certain persons or entities related to such Investors such as their officers, employees, directors, and agents against any losses or damages resulting from any untrue or alleged untrue statement, or omission or alleged omission, of a material fact in any registration statement or prospectus pursuant to which the Investors sell their registrable securities, unless such liability arose from such Investor’s misstatement or alleged misstatement, or omission or alleged omission, and the Investors including registrable securities in any registration statement or prospectus agreed to indemnify CF III and certain persons or entities related to CF III such as its officers and directors and underwriters against all losses caused by their misstatements or omissions (or alleged misstatements or omissions) in those documents.

Organizational Structure

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto prior to Closing.

1.      CF III will issue shares of Class A Common Stock to holders of AEye Capital Stock and such holders’ shares of AEye Capital Stock will be cancelled.

2.      Merger Sub will merge into and with AEye, Inc., with AEye surviving the merger.

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Ownership of Surviving Corporation following Business Combination

The diagram below illustrates the organizational structure of the Combined Entity (which will be renamed AEye Holdings, Inc. upon the consummation of the Business Combination).

It is anticipated that, upon the completion of the Business Combination:

•        CF III’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 11.3% of the Combined Entity;

•        the PIPE Investors (other than the Sponsor, existing holders of AEye Capital Stock and AEye Convertible Equity Instruments) will own approximately 10.1% of the Combined Entity;

•        the Sponsor, the other initial stockholders and their affiliates, through their ownership of Founder Shares, Placement Units and the purchase by the Sponsor of Class A Common Stock in the PIPE Investment, will retain an ownership interest of approximately 3.3% of the Combined Entity; and

•        the AEye Stockholders and holders of AEye Convertible Equity Instruments (including their shares of Class A Common Stock purchased in the PIPE Investment) will own approximately 75.4% of the Combined Entity.

The ownership percentage with respect to the Combined Entity following the Business Combination is based upon the number of shares of AEye Capital Stock issued and outstanding as of April 30, 2021, assuming the issuance of Class A Common Stock underlying Assumed Options and Assumed Warrants using the Treasury Stock Method, but does not take into account (i) the redemption of any shares of CF III Class A Common Stock by CF III’s public stockholders, (ii) the exercise of the Warrants, or (iii) the exercise of any options or other securities under any incentive plans issued after April 30, 2021. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership set forth above will be different.

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The Director Election Proposal

CF III stockholders will be asked to approve the election of seven directors to serve on the Combined Entity Board until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. Please see the section entitled “The Director Election Proposal.”

The Nasdaq Proposal

The issuance of shares of Class A Common Stock to the AEye Stockholders in connection with the consummation of the Business Combination will exceed 20% of CF III’s issued and outstanding Common Stock. To comply with the Nasdaq Listing Rules applicable to CF III, stockholders are being asked to approve the issuance of the Class A Common Stock to AEye Stockholders pursuant to the Merger Agreement and to PIPE Investors pursuant to the PIPE Investment. Please see the section titled “The Nasdaq Proposal.”

The Post-Merger Charter Amendment Proposals

CF III stockholders will be asked to approve and adopt an amendment and restatement of the Existing Charter, as set out in the Amended Charter appended to this proxy statement/prospectus as Annex C. Please see the section titled “The Post-Merger Charter Amendment Proposals.”

The Equity Incentive Plan Proposal

CF III is proposing that its stockholders approve and adopt the Equity Incentive Plan, which will become effective upon the Closing of the Business Combination. A summary of the Equity Incentive Plan is set forth in the “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex E.

The Adjournment Proposal

CF III stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, or the Equity Incentive Plan Proposal. Please see the section titled “The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The Special Meeting will be held at              Eastern time, on         , 2021, as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at           .

Record Date; Outstanding Shares and Public Warrants; Stockholders and Warrant Holders Entitled to Vote

CF III has fixed the close of business on             , 2021, as the Record Date for determining the CF III stockholders entitled to notice of and to attend and vote at the Special Meeting.

As of the close of business on the Record Date there were 29,250,000 shares of CF III Common Stock outstanding and entitled to vote, consisting of 23,000,000 Public Shares, 5,750,000 Founder Shares and 500,000 shares of CF III Class A Common Stock underlying the Placement Units. Each share of CF III Common Stock is entitled to one vote per share at the Special Meeting. The Sponsor and CF III’s officers and directors own 5,750,000 Founder Shares and 500,000 Placement Units.

Quorum and Required Vote for Stockholder Proposals

A quorum of CF III stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the CF III Common Stock issued and outstanding and entitled to vote at the Special Meeting is present via the virtual meeting platform or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

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The approval of the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF III Common Stock as of the Record Date. Accordingly, a CF III stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Pre-Merger Charter Amendment Proposal, the Business Combination Proposal and the Post-Merger Charter Amendment Proposals.

The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF III Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of CF III Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. A CF III stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and Adjournment Proposal.

The Business Combination Proposal is subject to and conditioned upon the approval of the Pre-Merger Charter Amendment Proposal. Unless the Pre-Merger Charter Amendment Proposal is approved, the Business Combination Proposal will not be presented to the stockholders of CF III at the Special Meeting. The Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal are subject to and conditioned on the approval of the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal. Unless the Pre-Merger Charter Amendment Proposal and the Business Combination Proposal are approved, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, and the Equity Incentive Plan Proposal will not be presented to the stockholders of CF III at the Special Meeting. The Business Combination Proposal is also subject to and conditioned on the approval of the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals and the Equity Incentive Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or any of the other Proposals (except for the Adjournment Proposal) does not receive the requisite vote for approval, we will not then consummate the Business Combination. If CF III does not consummate the Business Combination and fails to complete an initial business combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), CF III will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the Existing Charter, subject to payment of CF III’s tax obligations and up to $100,000 of dissolution expenses.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares via the virtual meeting platform if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of CF III Stockholders — Revoking Your Proxy.”

Redemption Rights

Under the Existing Charter, holders of CF III Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (b) the total number of the then-issued and outstanding shares of CF III Class A Common Stock; provided that CF III will not redeem any Public Shares to the extent that such redemption would result in CF III having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of April 30, 2021, this would have amounted to $10.10 per share. Holders of CF III Class A Common Stock on or before             , 2021 (two business before the Special Meeting) may exercise redemption rights whether or not they are holders as of the Record Date and whether or not such shares are voted

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at the Special Meeting. However, under the Existing Charter, in connection with an initial business combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF III Class A Common Stock for cash and will no longer own shares of CF III Class A Common Stock and will not participate in the future growth of CF III or the Combined Entity, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CF III’s transfer agent in accordance with the procedures described herein. See the section titled “Special Meeting of CF III Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. A stockholder holding both Public Shares and Public Warrants may redeem its Public Shares but retain the Public Warrants, which if the Business Combination closes, will become Warrants of the Combined Entity.

Interests of the Sponsor and CF III’s Directors and Officers in the Business Combination

The Sponsor and CF III’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of CF III’s stockholders. These interests include, among other things:

•        unless CF III consummates an initial business combination, CF III’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF III ($300,304 of such expenses have been incurred as of April 30, 2021, and none of such expenses have been reimbursed) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the Placement Units, including the Placement Shares, and Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the Placement Units, and all of their underlying securities, will not be sold or transferred by it until 30 days after CF III has completed a business combination, subject to limited exceptions;

•        the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination;

•        the fact that Sponsor has agreed not to redeem any of the Founders Shares or Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if CF III does not complete an initial business combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the Sponsor to up to September 17, 2022 in accordance with the Existing Charter (or a later date approved by the stockholders of CF III pursuant to the Existing Charter), the proceeds from the sale of the Placement Units will be included in the liquidating distribution to CF III’s public stockholders and the Placement Warrants will expire worthless;

•        the fact that upon completion of the Business Combination, an aggregate amount of $8.65 million in business combination marketing fees, $10.0 million of M&A advisory fees and $6.75 million of placement agent fees will be payable to CF& Co., an affiliate of CF III and the Sponsor;

•        if the Trust Account is liquidated, including in the event CF III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF III to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share by the claims of prospective target businesses with which CF III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to CF III, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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•        the fact that the Sponsor and CF III’s officers and directors will lose their entire investment in CF III, including loans in the aggregate amount of $3,033,335 as of April 30, 2021, if an initial business combination is not completed;

•        the fact that CF III’s two independent directors own an aggregate of 40,000 Founder Shares that were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $399,200, based on the closing price of Class A Common Stock on April 30, 2021; and

•        the fact that CF III’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Merger Agreement.

These interests may influence CF III’s officers and directors in making their recommendation with regard to CF III stockholders’ vote on the Proposals.

Interests of AEye’s Directors and Officers in the Business Combination

In considering the recommendation of the CF III Board to vote in favor of the approval of the Business Combination Proposal, the Post-Merger Charter Amendment Proposals and other Proposals, you should keep in mind that certain members of the Combined Entity Board and executive officers of AEye have interests in such Proposals that are different from, or in addition to, those of CF III’s stockholders and of AEye’s stockholders generally. In particular:

•        Continuing Officers and Directors.    Certain of AEye’s directors and executive officers are expected to become directors and/or executive officers of the Combined Entity upon the completion of the Business Combination. Specifically, the following individuals who are currently executive officers of AEye are expected to become executive officers of the Combined Entity upon the completion of the Business Combination, serving in the offices set forth opposite their names below:

 

Name

 

Title

Blair LaCorte

 

President and Chief Executive Officer

Robert Brown

 

Treasurer, Chief Financial Officer and Chief Accounting Officer

Luis Dussan

 

Chief Technology Officer and Chief Product Strategist

Thomas R. Tewell

 

Chief Operating Officer

Andrew S. Hughes

 

Secretary and General Counsel

•        In addition, the following individuals who are currently directors of AEye are expected to become members of the Combined Entity Board upon the completion of the Business Combination: Blair LaCorte, Luis Dussan and Wen Hsieh.

Recommendation to Stockholders

The CF III Board believes that the Proposals to be presented at the Special Meeting are in the best interests of CF III and its stockholders and unanimously recommends that CF III stockholders vote “FOR” each of the Proposals.

For more information about the CF III Board’s recommendation and the proposals, see the sections titled “Special Meeting of CF III Stockholders — Recommendation of the CF III Board” beginning on page 96 and “The Business Combination Proposal — CF III Board’s Reasons for Approval of the Business Combination” beginning on page 121.

Appraisal Rights

CF III stockholders do not have appraisal rights in connection with the Business Combination Proposal or the other Proposals.

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Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no public stockholders exercise their redemption rights in connection with the Business Combination.

Sources (in millions)

 

Uses (in millions)

Cash and investments held in the Trust Account

 

$

232.3

 

Transaction expenses

 

$

50.4

PIPE Investment

 

$

225.0

 

Cash to balance sheet

 

$

390.7

Total Sources

 

$

457.3

 

Debt Repayment(1)

 

$

16.2

   

 

   

Total Uses

 

$

457.3

____________

(1)      Calculated as of April 30, 2021, assuming all $10.0 million available under the SVB Agreement is drawn and repaid (a portion of which may only be drawn upon the filing of this Registration Statement).

Expected Accounting Treatment

The Business Combination will be accounted for as a reverse capitalization in accordance with GAAP. Under this method of accounting, CF III will be treated as the “acquired” company for financial reporting purposes. See the subsection titled “The Business Combination — Expected Accounting Treatment of the Business Combination.”

Regulatory Approvals

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the State of Delaware, (ii) filings required with the SEC pursuant to the reporting requirements applicable to CF III, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement/prospectus to CF III’s stockholders and (iii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the Business Combination and the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act.

Under the HSR Act and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Business Combination cannot be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), and certain waiting period requirements have been satisfied. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. In March 2021, the Parties each filed their respective Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC and the 30 calendar-day waiting period expired on April 5, 2021.

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SUMMARY RISK FACTORS

The consummation of the Business Combination and the business and financial condition of the Combined Entity subsequent to Closing are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors” of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect CF III’s ability to effect a business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of CF III and AEye prior to the Business Combination and that of the Combined Entity subsequent to the Business Combination. Such risks include, but are not limited to:

•        The Sponsor and each of CF III’s officers and directors have agreed to vote in favor of the Business Combination, regardless of how CF III’s public stockholders vote.

•        Neither the CF III Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

•        Since the Sponsor and the members of CF III’s management team have interests that are different, or in addition to (and which may conflict with), the interests of CF III’s stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as CF III’s initial business combination.

•        The exercise of the CF III Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in CF III’s stockholders’ best interest.

•        Subsequent to the consummation of the Business Combination, the Combined Entity may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Entity’s financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

•        The historical financial results of AEye and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what AEye’s actual financial position or results of operations would have been if it were a public company.

•        The Sponsor or CF III’s or AEye’s respective directors, officers, advisors or respective affiliates may elect to purchase shares of Class A Common Stock from public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of the Class A Common Stock.

•        CF III’s stockholders may be held liable for claims by third parties against CF III to the extent of distributions received by them upon redemption of their shares.

•        Public stockholders who wish to redeem their Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

•        If CF III is not able to complete the Business Combination by September 17, 2021, which date the Sponsor has agreed to extend to January 17, 2022, if necessary, and as may be further extended by the Sponsor to up to September 17, 2022, or is unable to complete another initial business combination by such date, CF III would cease all operations except for the purpose of winding up and it would redeem its Public Shares and liquidate, in which case CF III’s public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and CF III’s warrants will expire worthless.

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•        AEye is an early stage company with a history of losses, and expects to incur significant expense and continuing losses for the foreseeable future;

•        AEye’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter;

•        AEye operates in a highly competitive industry involving emerging technology. Certain of its competitors in the lidar technology space have in the past offered, and may in the future offer, their products and services on terms that AEye and/or its partners are unwilling to match, which may adversely affect AEye’s market share;

•        AEye’s business could be materially and adversely affected by the current global COVID-19 pandemic or other epidemics and outbreaks;

•        AEye continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates and AEye may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability;

•        If AEye’s deterministic artificial intelligence-driven sensing system is not selected for inclusion in ADAS, by OEMs or their suppliers, its business will be materially and adversely affected;

•        AEye’s products require key components and critical raw materials and AEye’s inability to reduce and control the cost of such components and raw materials could negatively impact the adoption of its products and accordingly, its financial condition and operating results.

•        Continued pricing pressures, OEM and Tier 1 supplier cost reduction initiatives and the ability of OEMs and Tier 1 suppliers to re-source or cancel vehicle or technology programs may result in lower than anticipated revenue, or cause substantial losses to be incurred, which may adversely affect AEye’s business;

•        AEye expects to incur substantial research and development (“R&D”) costs and devote significant resources to identifying and commercializing new products, which could significantly reduce its profitability and may never result in revenue to AEye;

•        If market adoption of lidar does not continue to develop, or develops more slowly than AEye expects, its business will be adversely affected;

•        AEye is highly dependent on the services of its executive officers, in particular, Luis Dussan, one of its founders, and Blair LaCorte, its Chief Executive Officer;

•        AEye may experience difficulties in managing its growth and expanding its operations;

•        AEye relies on third-party suppliers and because some of the raw materials and key components in its products come from limited or single source suppliers, AEye is susceptible to supply shortages, longer than anticipated lead times for components, and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers;

•        Because AEye’s sales have been primarily to customers making purchases for R&D projects and its current orders are project-based, AEye expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the stock price of the Combined Entity to fluctuate or decline;

•        AEye may face risks associated with its reliance on certain artificial intelligence and machine learning models;

•        AEye’s outsourced manufacturing business model for the Industrial and Mobility markets may not be successful, which could harm its ability to deliver products and recognize revenue in the Industrial and Mobility markets;

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•        The complexity of AEye’s products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in its hardware or software which could reduce the market adoption of its new products, damage its reputation with current or prospective customers, expose AEye to product liability and other claims and thereby adversely affect its operating costs;

•        AEye may be subject to product liability or warranty claims that could result in significant direct or indirect costs, which could adversely affect its business and operating results;

•        AEye’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and

•        The other matters described in the section titled “Risk Factors” beginning on page 46.

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SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA OF AEYE

The following table shows selected historical financial information of AEye for the periods and as of the dates indicated.

The selected historical consolidated statements of operations and comprehensive loss data and historical consolidated statements of cash flow data of AEye for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from AEye’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial information contained in this section relates to AEye, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company going forward. See the section titled “Selected Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Additionally, the following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “AEye’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace AEye’s consolidated financial statements and the related notes.

Consolidated Statements of Operations and Comprehensive Loss Data
(in thousands except per share data)

 

2020

 

2019

Revenue

 

$

1,579

 

 

$

1,466

 

Cost of revenue

 

 

808

 

 

 

253

 

Gross profit

 

 

771

 

 

 

1,213

 

Operating expenses

 

 

27,253

 

 

 

30,034

 

Loss from operations

 

 

(26,482

)

 

 

(28,821

)

Total other income (expense), net

 

 

(69

)

 

 

170

 

Net loss and comprehensive loss

 

$

(26,551

)

 

$

(28,651

)

Per share data

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

 

(2.36

)

 

 

(2.58

)

Weighted average shares outstanding (basic and diluted)

 

 

11,247,251

 

 

 

11,099,850

 

 

2020

 

2019

Consolidated Balance Sheets Data (in thousands)

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,275

 

 

$

5,855

Working capital

 

 

(18,114

)

 

 

4,852

Total assets

 

 

25,885

 

 

 

21,060

Convertible notes

 

 

29,079

 

 

 

Borrowings – net of issuance costs

 

 

5,577

 

 

 

3,784

Total stockholders’ (deficit) equity

 

 

(18,225

)

 

 

5,711

 

2020

 

2019

Consolidated Statements of Cash Flows Data (in thousands)

 

 

 

 

 

 

 

 

Net cash provided by/(used in):

 

 

 

 

 

 

 

 

Operating activities

 

$

(19,689

)

 

$

(25,829

)

Investing activities

 

 

(4,036

)

 

 

4,822 

 

Financing activities

 

 

32,018

 

 

 

5,092 

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CF III

The following table sets forth selected historical financial information derived from CF III’s audited financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, included elsewhere in this proxy statement/prospectus. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF III” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Statement of Operations

 

For the Year Ended
December 31,

   

2020

 

2019

Total expenses

 

$

(153,702

)

 

$

(548

)

Interest income on investments held in Trust Account

 

 

819

 

 

 

 

Change in fair value of warrant liability

 

 

(2,729,916

)

 

 

 

Net loss

 

$

(2,882,799

)

 

$

(548

)

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Class A – Public shares

 

 

23,000,000

 

 

 

 

Class A – Private placement

 

 

500,000

 

 

 

 

Class B – Common stock

 

 

5,090,659

 

 

 

5,000,000

 

Basic and diluted net income (loss) per share:

 

 

 

 

 

 

 

 

Class A – Public shares

 

$

(0.00

)

 

$

 

Class A – Private placement

 

$

(0.52

)

 

$

 

Class B – Common stock

 

$

(0.52

)

 

$

(0.00

)

Balance Sheets

 

As of December 31,

   

2020

 

2019

Cash

 

$

1,250

 

$

25,000

Cash equivalents held in Trust Account

 

$

230,000,819

 

$

Total assets

 

$

230,804,152

 

$

25,000

Sponsor Loan – promissory notes

 

$

427,612

 

$

Total liabilities

 

$

12,546,411

 

$

2,449

Common stock subject to possible redemption

 

$

213,257,740

 

$

Total stockholders’ equity

 

$

5,000,001

 

$

22,551

Statement of Cash Flows

 

For the Year Ended
December 31,

   

2020

 

2019

Cash Flow Data

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(230,000,000

)

 

$

Net cash provided by financing activities

 

$

229,976,250

 

 

$

25,000

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information (the “selected pro forma information”) gives effect to the Business Combination described in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization. Under this method of accounting, CF III will be treated as the “accounting acquiree” and AEye as the “accounting acquirer” for financial reporting purposes. This determination is primarily based on AEye Stockholders comprising a relative majority of the voting power of the Combined Entity and having the ability to nominate the members of the Combined Entity Board, AEye’s operations prior to the acquisition comprising the only ongoing operations of the Combined Entity, and AEye’s senior management comprising a majority of the senior management of the Combined Entity. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of AEye with the Business Combination treated as the equivalent of AEye issuing stock for the net assets of CF III, accompanied by a recapitalization. The net assets of CF III will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of AEye.

The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on December 31, 2020. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2020.

The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the Combined Entity appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section titled “Unaudited Pro Forma Condensed Financial Information.” The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what the Combined Entity’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Merger Agreement been completed as of the dates indicated. The selected pro forma information does not purport to project the future financial position or operating results of the Combined Entity.

The unaudited pro forma condensed combined financial statements have been prepared assuming two redemption scenarios after giving effect to the Business Combination, as follows:

•        No Redemptions Scenario — this scenario assumes that no shares of CF III Class A Common Stock are redeemed; and

•        Maximum Redemptions Scenario — this scenario assumes that 21,325,774 shares of CF III Class A Common Stock are redeemed for an aggregate payment of approximately $213,258 thousand, which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.00 per share based on the Trust Account balance as of December 31, 2020.

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The following summarizes the pro forma Class A Common Stock issued and outstanding immediately after the Business Combination, presented under the two redemption scenarios:

 

Pro Forma Combined
(Assuming No
Redemptions Scenario)

 

Pro Forma Combined
(Assuming Maximum
Redemptions Scenario)

Stockholder

 

Shares

 

%

 

Shares

 

%

Former CF III Class A public
stockholders

 

23,000,000

 

 

11.2

%

 

1,674,226

 

 

0.9

%

Sponsor, other CF III initial stockholders and transferees(1)

 

6,250,000

 

 

3.0

%

 

6,250,000

 

 

3.4

%

Former AEye stockholders (including holders of AEye Preferred Stock) and holders of AEye Convertible Equity Instruments(2)(3)

 

153,171,290

 

 

74.8

%

 

153,171,290

 

 

83.4

%

PIPE Investors(4)

 

22,500,000

 

 

11.0

%

 

22,500,000

 

 

12.3

%

Pro Forma common stock at December 31, 2020