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United States securities and exchange commission logo
June 9, 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
Registration
Statement on Form S-4
Filed May 13, 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.
Registration Statement on Form S-4 filed May 13, 2021
What interests do CF III's . . .?,, page 13
1. Revise to quantify each
of the interests referenced in the bullet points. Also revise to
discuss the PIPE
investment and fees Cantor Fitzgerald will collect in connection with the
transactions described
in the document.
The Merger Agreement, page 21
2. We note the disclosure
regarding the exchange ratio as of April 30, 2021. Please revise to
provide a value as of a
date as recent as practicable. Consider providing such information
in the Question and
Answer section beginning on page 9 as well.
Alice Chan
FirstName
CF FinanceLastNameAlice Chan
Acquisition Corp. III
Comapany
June 9, 2021NameCF Finance Acquisition Corp. III
June 9,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 46
3. If the tax consequences of the redemption are uncertain or unclear and
present material
risks to investors, please revise to discuss those risks here. Also,
if counsel is providing
an opinion on those consequences, please revise your disclosure
beginning on page 133 to
identify counsel and that the disclosure represents its opinion.
The Amended Charter will require,, page 79
4. Please reconcile your disclosure here and page 223 regarding the sole
and exclusive forum
for claims under the Securities Act with Section 11.1 of Annex C,
which discusses
concurrent jurisdiction for those claims. If you intend to create
concurrent jurisdiction for
those claims, please present this change as a separate proposal in
connection with the post-
merger changes you intend to make. We note, in this regard, that it
appears your pre-
merger charter allowed for such claims only in the federal district
courts.
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
95
5. We refer to adjustments (C) and (D). Please address the need to
reflect transaction costs
in the pro forma statement of operations pursuant to Rule
11-02(a)(i)(6)(B) of Regulation
S-X.
6. In reference to adjustments (O) and (P), please tell us and disclose
the terms in the
warrants which are changing that will necessitate the reclassification
from a liability to
equity.
7. Refer to Adjustment (Q) on page 96. Please disclose the specific terms
and conditions
associated with the "Brown Award" that will result in the shares being
vested. Please also
more fully explain the accounting for the shares, including, if
applicable, the potential
impact that a change in the per share market price of the post
combination company could
have on the estimated fair value of the the shares and on the pro
forma financial
statements.
Background of the Business Combination, page 119
8. Clarify the timing of the twenty other business combination
opportunities you evaluated.
9. Please revise to clarify how you determined the enterprise value to
propose on January 5,
2021, including any due diligence you conducted. Given your subsequent
disclosure in
this section regarding an initial due diligence list on January 7,
2021 and an industry
report on January 19, 2021, it appears the amount you proposed was
based solely on the
value assigned during the potential Trimaran transaction. If so,
revise to state so directly.
Alice Chan
FirstName
CF FinanceLastNameAlice Chan
Acquisition Corp. III
Comapany
June 9, 2021NameCF Finance Acquisition Corp. III
June 9,
Page 3 2021 Page 3
FirstName LastName
10. Please revise to identify who provided the materials described at the
January 7, 2021
special meeting.
CF III Board's Reasons . . ., , page 123
11. Reconcile the reference on page 127 to no third-party valuation with
the disclosure on
page 122 regarding the "presentation" provided by CF & Co. on February
12, 2021.
Certain Forecasted Financial Information for AEye, , page 128
12. Please revise to clarify the assumptions and estimates on which the
projected financial
information is based and how those assumptions and estimates relate to
the amounts
disclosed on page 129. While we note the list of assumptions in the
second paragraph
here, it is unclear how each of them impacted the projected financial
information or the
weight assigned to each assumption. Provide quantified disclosure to
the extent possible,
including, as examples only, the assumptions regarding AEye's market
share and unit
volumes.
The Post-Merger Charter, page 142
13. Discuss specifically the "certain" changes that will be made insofar
as corporate
opportunities provisions are concerned.
Total Addressable Market (TAM) Projections, page 172
14. Please revise to clarify how you determined the numbers and
percentages discussed here
and on page 185. Explain specifically how each source you reference,
such as "customer
dialogue," relates to these amounts and supports your conclusions.
Exclusive Jurisdiction, page 227
15. Please describe the full scope of the provision referenced here.
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 Geoff Kruczek at (202) 551-3641 or Perry Hindin at (202) 551-3444 with
any other
questions.
Alice Chan
CF Finance Acquisition Corp. III
June 9, 2021
Page 4
Sincerely,
FirstName LastNameAlice Chan
Division of Corporation Finance
Comapany NameCF Finance Acquisition Corp. III
Office of Manufacturing
June 9, 2021 Page 4
cc: Douglas Ellenoff
FirstName LastName