Blog: CF FINANCE ACQUISITION CORP. III : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 1.01. Entry into a Material Definitive Agreement



Amendment to Merger Agreement


As previously disclosed, CF Finance Acquisition Corp. III, a Delaware
corporation (“CF III”), Meliora Merger Sub, Inc., a Delaware corporation and a
wholly-owned direct subsidiary of CF III (“Merger Sub”), and AEye, Inc., a
Delaware corporation (“AEye”), entered into an Agreement and Plan of Merger on
February 17, 2021 (the “Original Merger Agreement”), pursuant to which Merger
Sub will merge with and into AEye with AEye surviving such merger and becoming a
wholly-owned subsidiary of CF III (the “Merger”).

On April 30, 2021, CF III, Merger Sub and AEye entered into Amendment to the
Original Merger Agreement (the “Merger Agreement Amendment” and together with
the Original Merger Agreement, the “Merger Agreement”), which decreased the
aggregate merger consideration (excluding the aggregate exercise price of
in-the-money options and warrants) from $1.9 billion to $1.52 billion.

The Merger Agreement Amendment is filed as Exhibit 2.1 to this Current Report on
Form 8-K and the foregoing description is qualified in its entirety by reference
to the full text of the Merger Agreement Amendment.

Amendment to Sponsor Support Agreement and Promissory Note

In connection, and concurrently, with the execution of the Merger Agreement
Amendment, CF III, CF Finance Holdings III, LLC, CF III’s sponsor (the
“Sponsor”), and AEye entered into Amendment to the Sponsor Support Agreement
(the “Sponsor Support Amendment”). Pursuant to the Sponsor Support Amendment,
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 into CF III’s trust account (such amount, the “First Extension
Funding”) in accordance with the amended and restated certificate of
incorporation of CF III and the trust agreement, dated as of November 12, 2020,
between CF III and Continental Stock Transfer & Trust Company so that the trust
now has $10.10 per share. The Sponsor has also agreed, if the Merger has not
been consummated by September 17, 2021, to fund the additional amount needed to
further extend the deadline from September 17, 2021 to January 17, 2022. In
connection with the First Extension Funding, CF III issued a non-interest
bearing, unsecured promissory note to the Sponsor (the “Promissory Note”).

The Sponsor Support Amendment and the Promissory Note are filed as Exhibits 10.1
and 10.3, respectively, to this Current Report on Form 8-K, and the foregoing
description is qualified in its entirety by reference to the full text of the
Sponsor Support Amendment and the Promissory Note.

Amended and Restated Stockholder Support Agreement

In connection, and concurrently, with the execution of the Merger Agreement
Amendment, 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 Stockholder Support Agreement dated February 17, 2021 and the lock-up
agreements entered into by such 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 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 of the
Merger 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.



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A form of the A&R Stockholder Support Agreement is filed as Exhibit 10.2 to this
Current Report on Form 8-K, and the foregoing description thereof is qualified
in its entirety by reference to the full text of the form of A&R Stockholder
Support Agreement.

Item 7.01 Regulation FD Disclosure

On May 3, 2021, CF III and AEye issued a press release announcing the Merger
Agreement Amendment. A copy of the press release is furnished as Exhibit 99.1
hereto.

CF III hereby furnishes the information in this Item 7.01 and Exhibit 99.1
attached hereto. This information is not deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended (the “Securities Act”), in each case, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing. Other documents filed with the Securities and Exchange
Commission (the “SEC”) shall not incorporate this information by reference,
except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.   Description

2.1*            Amendment to Merger Agreement dated April 30, 2021, by and among CF
              III, Merger Sub and AEye.

10.1            Amendment to Sponsor Support Agreement dated April 30, 2021, by and
              among CF III, the Sponsor and AEye.

10.2            Form of Amended and Restated Stockholder Support Agreement dated April
              30, 2021, by and among CF III, AEye, and certain stockholders of AEye.

10.3            Promissory Note dated April 30, 2021, issued to the Sponsor.

99.1            Press Release of CF III and AEye dated May 3, 2021, announcing Merger
              Agreement Amendment.



* The exhibits to this Exhibit have been omitted in accordance with Regulation

S-K Item 601(a)(5). CF III agrees to furnish supplementally a copy of any

omitted exhibit to the SEC upon its request; however, the Registrant may

request confidential treatment of omitted items.

Important Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between CF III
and AEye. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
transaction described herein, CF III intends to file relevant materials with the
SEC, including a registration statement on Form S-4, which will include a proxy
statement/prospectus. The proxy statement/ prospectus will be sent to all CF III
stockholders. CF III also will file other documents regarding the proposed
transaction with the SEC. Before making any voting or investment decision,
investors and security holders of CF III are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed transaction
as they become available because they will contain important information about
the proposed transaction.

Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by CF III through the website maintained by the SEC at
http://www.sec.gov or by directing a request to CF III to 110 East 59th Street, New
York, NY 10022 or via email at CFFinanceIII@cantor.com or at (212) 938-5000.



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Participants in the Solicitation

CF III and AEye and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from CF III’s
stockholders in connection with the proposed transaction. Information about CF
III’s directors and executive officers and their ownership of CF III’s
securities is set forth in CF III’s filings with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.



Non-Solicitation


This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential Transactions and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of CF III or AEye, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.



Forward-Looking Statements


This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
regarding the proposed transactions and CF III. Such forward-looking statements
include, but are not limited to, statements regarding the closing of the
combination and the expectations, hopes, beliefs, intentions, plans, prospects
or strategies regarding the business combination, and future business plans of
the AEye and CF III management teams, including AEye’s products, revenue growth
and financial performance, facilities, product expansion and services.
Forward-looking statements are sometimes accompanied by words such as “believe,”
“continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,”
“potential,” “seem,” “seek,” “outlook” and similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of CF III and AEye. Many factors
could cause actual future events to differ from the forward-looking statements
in this Current Report on Form 8-K, including but not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at all, which
may adversely affect the price of CF III’s securities, (ii) the risk that the
transaction may not be completed by CF III’s business combination deadline and
the potential failure to obtain an extension of the business combination
deadline if sought by CF III, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval by the stockholders of
CF III, the satisfaction of the minimum trust account amount following any
redemptions by CF III’s public stockholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the transaction, (v) the inability to
complete the PIPE Investments, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(vii) the effect of the announcement or pendency of the transaction on AEye’s
business relationships, operating results, and business generally, (viii) risks
that the transaction disrupt current plans and operations of AEye and potential
difficulties in AEye employee retention as a result of the transaction, (ix) the
outcome of any legal proceedings that may be instituted against AEye or against
CF III related to the Merger Agreement or the transaction, (x) the ability to
maintain the listing of CF III stock on the Nasdaq Stock Market, (xi) volatility
in the price of CF III’s securities, (xii) changes in competitive and regulated
industries in which AEye operates, variations in operating performance across
competitors, changes in laws and regulations affecting AEye’s business and
changes in the combined capital structure, (xiii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
transaction, and identify and realize additional opportunities, (xiv) the
potential inability of AEye to increase its manufacturing capacity or to achieve
efficiencies regarding its manufacturing process or other costs, (xv) the
enforceability of AEye’s intellectual property, including its patents and the
potential infringement on the intellectual property rights of others, (xvi) the
risk of downturns and a changing regulatory landscape in the highly competitive
industry in which AEye operates, (xvii) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to realize
estimated pro forma results and underlying assumptions, including with respect
to estimated stockholder redemptions, and (xviii) the potential inability of
AEye to enter into definitive agreements, partnerships or other commitments with
original equipment manufacturers, contract manufacturers, suppliers and other
strategic partners. These risks and uncertainties may be amplified by the
COVID-19 pandemic, which has caused significant economic uncertainty. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of CF III’s Registration Statement on Form S-1, the
registration statement that includes a proxy statement/prospectus on Form S-4
and other documents filed by CF III from time to time with the SEC (including CF
III’s periodic filings). These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and AEye and
CF III assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither AEye nor CF III gives any assurance that either
AEye or CF III will achieve its expectations.




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