UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On August 16, 2021, AEye, Inc., a Delaware corporation (f/k/a CF Finance Acquisition Corp. III) (the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Merger Agreement, dated as of February 17, 2021 (as amended by that certain Merger Agreement Amendment, dated as of April 30, 2021) by and among the Company, Meliora Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and AEye Technologies, Inc., a Delaware corporation (f/k/a AEye, Inc.) (“AEye Technologies”).
| Item 4.01. | Changes in Registrant’s Certifying Accountant |
On October 26, 2021, the Audit Committee of the Board of Directors of the Company approved the appointment of Deloitte & Touche LLP (“Deloitte”), effective immediately, as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. Deloitte served as the independent registered public accounting firm of AEye Technologies prior to the Business Combination. Accordingly, Withum Smith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be dismissed as the Company’s independent registered public accounting firm, effective immediately.
The audit report of Withum on the Company’s financial statements as of December 31, 2020 and December 31, 2019, and for the years then ended, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles, except that such audit report emphasized the restatement of the Company’s financial statements due to its change in accounting for warrants.
During the two most recent fiscal years, ended December 31, 2020 and December 31, 2019, and the subsequent interim period through October 29, 2021, there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make a reference in connection with their opinion to the subject matter of the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the two most recent fiscal years, ended December 31, 2020 and December 31, 2019, and through October 26, 2021, neither the Company nor anyone on the Company’s behalf consulted with Deloitte regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Withum with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Withum furnish a letter addressed to the Commission, a copy of which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.
| Item 8.01. | Other Events. |
2021 Equity Incentive Plan
On February 17, 2021, the Board of Directors of the Company, which was then known as CF Finance Acquisition Corp. III, considered and approved, subject to stockholder approval, the CF Finance Acquisition Corp. III 2021 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan, as approved by the Board of Directors of the Company, contained an “evergreen” provision with respect to the number of shares available for issuance thereunder, providing for an annual increase equal to (A) for the first annual increase, the lesser of (i) five percent (5%) of the number of shares of common stock outstanding as of the conclusion of the immediately preceding fiscal
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year, or (ii) such amount, if any, as the Board of Directors may determine, and (B) thereafter, the lesser of (i) three percent (3%) of the number of shares of common stock outstanding as of the conclusion of the immediately preceding fiscal year, or (ii) such amount, if any, as the Board of Directors may determine (collectively, the “Evergreen Provision”).
In connection with obtaining stockholder approval of the Incentive Plan, the Company filed a proxy statement/prospectus on Form S-4 (File No. 333-256058) (as amended and/or supplemented from time to time, the “Proxy Statement”), describing the material terms of the Incentive Plan, including the Evergreen Provision. The Company also appended the Incentive Plan to the Proxy Statement as Annex E thereto, but appended a version of the Incentive Plan that inadvertently omitted the Evergreen Provision. The proposal approving the Incentive Plan was approved by the Company stockholders on August 12, 2021. In order to correct this inadvertent oversight, a copy of the Incentive Plan as approved by the Board of Directors of the Company, as described in the Proxy Statement and as approved by the Company stockholders is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | 2021 Equity Incentive Plan. | |
| 16.1 | Letter to the Securities and Exchange Commission from Withum Smith+Brown, PC, dated October 29, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEye, Inc. | ||||||
| Dated: October 29, 2021 | ||||||
| By: | /s/ Andrew S. Hughes | |||||
| Andrew S. Hughes | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||