United States securities and exchange commission logo July 1, 2021 Alice Chan Chief Financial Officer and Director CF Finance Acquisition Corp. III 110 East 59th Street New York, NY 10022 Re: CF Finance Acquisition Corp. III Amendment No. 1 to Registration Statement on Form S-4 Filed June 28, 2021 File No. 333-256058 Dear Ms. Chan: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. S-4/A filed on June 28, 2021 Unaudited Pro Forma Condensed Combined Financial Information Notes to the Unaudited Pro Forma Condensed Combined Financial Information 2. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information , page 98 1. We note your response to prior comment five of our letter dated June 9, 2021; however, given that the merger will be accounted for as a reverse recapitalization with AEye as the accounting acquirer, it appears to us that the expenses incurred by CF III are transaction costs related to the merger that should be expensed as incurred and recorded in the pro forma statement of operations as a non-recurring item. Please advise or otherwise modify your presentation accordingly. Alice Chan CF Finance Acquisition Corp. III July 1, 2021 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations of AEye Liquidity and Capital Resources Contractual Obligations and Commitments, page 198 2. Please revise your filing to update your contractual obligations and commitments table to reflect the balances owed at March 31, 2021. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with any other questions. Sincerely, FirstName LastNameAlice Chan Division of Corporation Finance Comapany NameCF Finance Acquisition Corp. III Office of Manufacturing July 1, 2021 Page 2 cc: Douglas Ellenoff FirstName LastName