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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