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
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

              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
CF FinanceLastNameAlice   Chan
            Acquisition Corp. III
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
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

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
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
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
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
CF FinanceLastNameAlice   Chan
            Acquisition Corp. III
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
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

       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
 Alice Chan
CF Finance Acquisition Corp. III
June 9, 2021
Page 4

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