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Item 1. Financial Statements

2021-11-15 compared with 2021-08-10 · 845 added, 923 removed, 42 unchanged (98% of the section changed)

Financial Statements

CF FINANCE ACQUISITION

CONDENSED CONSOLIDATED

BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value)

September 30, 2021 December 31, 2020

CURRENT ASSETS:

Prepaid expenses

Cash and cash equivalents $ 52,468 $ 15,275

Marketable securities 129,910 —

Accounts receivable, net 147 156

Inventories, net 4,852 2,655

Prepaid and other current assets 6,701 1,396

Total current assets 194,078 19,482

Cash equivalents held in Trust Account

Liabilities and Stockholders’ Equity:

Property and equipment, net 4,835 4,865

Restricted cash 2,150 1,222

Other noncurrent assets 169 316

Total assets $ 201,232 $ 25,885

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accrued expenses

Payables to related party

Sponsor loan - promissory notes

Franchise tax payable

Income tax payable

Accounts payable $ 4,039 $ 1,807

Accrued expenses and other current liabilities 4,077 3,356

Deferred revenue (including $ 200 from related parties)

Convertible notes — 29,079

Borrowing - net of issuance costs, current portion — 2,693

Total current liabilities 8,361 37,595

Warrant liability

Deferred rent, noncurrent 3,185 3,631

Private placement warrant liability 156 —

Borrowings - net of issuance costs, noncurrent — 2,884

Total liabilities 11,702 44,110

COMMITMENTS AND CONTINGENCIES (Note 17)

Class A common stock, 20,958,853 and 21,325,774 shares subject to possible redemption at $ 10.10 and $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of both June 30, 2021 and December 31, 2020

Class A common stock, $ 0.0001 par value;

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock—$ 0.0001 par value:

1,000,000 shares authorized;

2,541,147 and 2,174,226 issued and outstanding (excluding 20,958,853 and 21,325,774 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

no shares issued and outstanding

Common stock—$ 0.0001 par value:

300,000,000 shares authorized;

5,750,000 shares issued and outstanding as of both June 30, 2021 and December 31, 2020

154,565,671 and 101,286,645 shares issued and outstanding at September 30, 2021 and December 31, 2020

Additional paid-in capital 316,318 68,549

Accumulated other comprehensive loss ( 42 ) —

Accumulated deficit ( 126,761 ) ( 86,784 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying

notes are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative costs

Administrative expenses - related party

Franchise tax expense

Loss from operations

( 1,034,908 )

Interest income on investments held in Trust Account

Changes in fair value of warrant liability

( 1,566,668 )

$ ( 1,911,426 )

$ ( 1,573,322 )

Weighted average number of shares of common stock outstanding:

Class A - Public shares

Class A - Private placement

Class B - Common stock

Total stockholders’ equity (deficit) 189,530 ( 18,225 )

Total liabilities and stockholders’ equity (deficit) $ 201,232 $ 25,885

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Prototype sales (including $ 0 and $ 161 from related parties for the three and nine months ended September 30, 2021, respectively)

$ 127 $ 87 $ 588 $ 150

Basic and diluted net income (loss) per share:

Class A - Public shares

Class A - Private placement

Class B - Common stock

Excludes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter.

This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split and subsequent return to the Company, which resulted in cancellation of 8,625,000 Founder Shares (see Note 6).

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021 and 2020

Stockholders’

Balance - December 31,

Development contracts (including $ 0 and $ 500 from related parties for the three and nine months ended September 30, 2021)

— 1,050 615 1,150

Shares subject to possible redemption

Balance – March 31, 2021

Total revenues 127 1,137 1,203 1,300

Cost of revenue 466 317 1,537 464

Gross (loss) profit ( 339 ) 820 ( 334 ) 836

OPERATING EXPENSES:

Research and development 7,468 3,247 19,030 11,207

Sales and marketing 2,991 672 6,489 2,610

General and administrative 6,086 1,650 13,846 4,862

Total operating expenses 16,545 5,569 39,365 18,679

LOSS FROM OPERATIONS ( 16,884 ) ( 4,749 ) ( 39,699 ) ( 17,843 )

OTHER INCOME (EXPENSE):

Change in fair value of embedded derivative liability and warrant liabilities 341 1,366 222 1,284

Gain on PPP loan forgiveness — — 2,297 —

Interest income and other 69 6 74 19

Interest expense and other ( 919 ) ( 401 ) ( 2,871 ) ( 955 )

Total other income (expense), net ( 509 ) 971 ( 278 ) 348

Provision for income tax expense — — — —

Net loss $ ( 17,393 ) $ ( 3,778 ) $ ( 39,977 ) $ ( 17,495 )

Net unrealized loss on available-for-sale securities ( 42 ) — ( 42 ) —

Comprehensive loss $ ( 17,435 ) $ ( 3,778 ) $ ( 40,019 ) $ ( 17,495 )

PER SHARE DATA

Net loss per common share (basic and diluted) $ ( 0.15 ) $ ( 0.04 ) $ ( 0.39 ) $ ( 0.17 )

Weighted average common shares outstanding (basic and diluted) 114,891,595 103,155,756 102,953,263 103,054,374

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Nine Months Ended September 30, 2021 and September 30, 2020

(In thousands, except share data)

Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (Deficit)

Shares Amount Shares Amount

BALANCE—December 31, 2020 (as previously reported)

16,383,725 $ 62,639 10,838,010 $ — $ 5,920 $ — $ ( 86,784 ) $ ( 18,225 )

Shares subject to possible redemption

Retroactive application of recapitalization (Note 2) ( 16,383,725 ) ( 62,639 ) 90,448,635 10 62,629 — — —

Balance as of December 31, 2020, as adjusted (Note 2)

— — 101,286,645 10 68,549 — ( 86,784 ) ( 18,225 )

Stock-based compensation — — — — 4,230 — — 4,230

Issuance of common stock upon exercise of stock options — — 180,202 — 89 — — 89

Net Loss — — — — — — ( 22,584 ) ( 22,584 )

BALANCE—June 30, 2021 — $ — 101,466,847 $ 10 $ 72,868 $ — $ ( 109,368 ) $ ( 36,490 )

Stock-based compensation — — — — 2,282 — — 2,282

Issuance of common stock upon exercise of stock options — — 23,917 — 11 — — 11

Issuance of common stock in lieu of cash retainer — — 1,171 — 10 — — 10

Conversion of convertible notes and accrued interest into Class A common stock — — 20,778,097 2 39,093 — — 39,095

Business Combination and PIPE financing — — 31,894,635 3 256,808 — — 256,811

Offering cost in connection with Business Combination and PIPE financing — — — — ( 52,661 ) — — ( 52,661 )

Net settlement of common stock and Series A preferred stock warrants — — 240,806 — — — — —

Assumption of the private placement warrant liability in connection with Business Combination — — — — ( 268 ) — — ( 268 )

Repurchase of stock options — — — — ( 1,500 ) — — ( 1,500 )

Issuance of common stock upon vesting of restricted stock units — — 197,759 — — — — —

Taxes related to net share settlement of equity awards — — ( 37,561 ) — ( 325 ) — — ( 325 )

Unrealized loss on available-for-sale securities — — — — — ( 42 ) — ( 42 )

Net loss — — — — — — ( 17,393 ) ( 17,393 )

BALANCE—September 30, 2021

— $ — 154,565,671 $ 15 $ 316,318 $ ( 42 ) $ ( 126,761 ) $ 189,530

June 30, 2021

Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (Deficit)

Shares Amount Shares Amount

BALANCE—December 31, 2019 (as previously reported)

16,383,725 $ 62,639 11,283,838 $ — $ 3,305 $ ( 60,233 ) $ 5,711

Stockholders’

- December 31, 2019

Retroactive application of recapitalization (Note 2) ( 16,383,725 ) ( 62,639 ) 91,661,644 10 62,629 — —

Balance as of December 31, 2019, as adjusted (Note 2)

— — 102,945,482 10 65,934 ( 60,233 ) 5,711

March 31, 2020

June 30, 2020

Stock-based compensation — — — — 543 — 543

Issuance of common stock upon exercise of stock options — — 298,873 — 82 — 82

Net loss — — — — — ( 13,717 ) ( 13,717 )

BALANCE—June 30, 2020 — $ — 103,244,355 $ 10 $ 66,559 $ ( 73,950 ) $ ( 7,381 )

Stock-based compensation — — — — 272 — 272

Issuance of common stock upon exercise of stock options — — 91,163 — 46 — 46

Repurchase of common stock — — ( 3,536,070 ) — — — —

Net loss — — — — — ( 3,778 ) ( 3,778 )

BALANCE—September 30, 2020

— $ — 99,799,448 $ 10 $ 66,877 $ ( 77,728 ) $ ( 10,841 )

(1) This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split and subsequent return to the Company, which resulted in cancellation of 8,625,000 Founder Shares (see Note 6).

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

For the Six Months Ended

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,573,322 )

Net loss $ ( 39,977 ) $ ( 17,495 )

Adjustments to reconcile net loss to net cash used in operating activities:

General and administrative expenses paid by related party

Interest income on investments held in Trust Account

Changes in fair value of warrant liability

Depreciation and amortization 769 679

Change in fair value of embedded derivative liability and warrant liabilities ( 222 ) ( 1,284 )

Noncash gain on PPP loan forgiveness ( 2,297 ) —

Stock-based compensation 6,522 815

Amortization of issuance costs 725 45

Amortization of debt discount 752 509

Amortization of premiums on marketable securities 47 —

Other 286 116

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accrued expenses

Income tax payable

Payable to related party

Franchise tax payable

Accounts receivable, net 9 ( 91 )

Inventories, net ( 2,197 ) ( 414 )

Prepaid and other current assets ( 5,305 ) 3,832

Other noncurrent assets ( 142 ) 108

Accounts payable 840 ( 230 )

Accrued expenses and other current liabilities 1,417 44

Deferred rent ( 400 ) ( 391 )

Deferred revenue ( 415 ) ( 201 )

Net cash used in operating activities ( 39,588 ) ( 13,958 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from Trust Account to pay tax

Cash deposited to Trust Account

( 2,300,000 )

Net cash used by investing activities

( 2,293,509 )

Purchase of property and equipment ( 713 ) ( 4,017 )

Purchase of available-for-sale securities ( 129,999 ) —

Net cash used in investing activities ( 130,712 ) ( 4,017 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related party – Sponsor loan

Payment of related party payable

Proceeds from the exercise of stock options 100 128

Proceeds from Business Combination and PIPE financing 256,811 —

Transaction costs related to Business Combination and PIPE financing ( 47,775 ) —

Proceeds from the issuance of convertible notes 8,045 12,596

Proceeds from bank loans 10,000 2,270

Principal payments on bank loans ( 13,333 ) ( 444 )

Transaction costs related to Business Combination and PIPE financing paid prior to the close ( 3,210 ) —

Payments of debt issuance costs ( 717 ) ( 122 )

Repurchase of stock options ( 1,500 ) —

Net cash provided by financing activities 208,421 14,428

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash financing activities:

Prepaid expenses paid with payables to related party

Changes in Class A common stock subject to possible redemption

$ ( 1,573,325 )

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description

of Organization, Business Operations and Basis of Presentation

CF Finance Acquisition Corp.

III (the “Company”) was incorporated in Delaware on March 15, 2016.

The Company was formed for the purpose of effecting a

merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”).

The Company’s wholly-owned subsidiary Meliora Merger Sub, Inc.

was formed on February

Although the Company is

not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination,

the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology

and software industries.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the

risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not commenced

All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial

Public Offering”) described below, and since the Initial Public Offering, relates to the Company’s efforts toward locating

and completing a suitable Business Combination.

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

The Company has generated non-operating income in the form of interest income on investments

in money market funds that invest in U.S.

Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering,

and recognized changes in the fair value of warrant liability as other income (expense).

The Company’s sponsor is CF Finance Holdings

III, LLC (the “Sponsor”).

The registration statement for the Initial Public Offering was declared effective by the U.S.

and Exchange Commission (“SEC”) on November 12, 2020.

On November 17, 2020, the Company consummated the Initial Public Offering

of 23,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the

“Public Shares”), including 3,000,000 Units sold upon the exercise of the underwriters’ overallotment option in full,

at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is described in Note 4.

Each Unit consists of

one share of Class A common stock and one-third of one redeemable warrant.

Each whole warrant entitles the holder to purchase one share

of Class A common stock at a price of $ 11.50 .

Each warrant will become exercisable on the later of 30 days after the completion of the

Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the

Business Combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 500,000 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $ 5,000,000 , which is described in Note 5.

proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption

of the Public Shares subject to the requirements of applicable law (see Note 5).

Offering costs amounted to approximately $ 4,600,000 ,

consisting of $ 4,100,000 of underwriting fees and approximately $ 500,000 of other costs.

Following the closing of the Initial Public Offering

and sale of the Private Placement Units on November 17, 2020, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 5) was placed in a trust account

(“Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company

acting as trustee, which may be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4)

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the Trust Account, as described below.

Initial Business Combination - The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale

of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 38,121 ( 3,547 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 16,497 8,205

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending $ 54,618 $ 4,658

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest $ 358 $ 148

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Changes in purchases of property and equipment recorded in accounts payable and accrued liabilities 26 ( 3,159 )

Financings costs included in accounts payable and accrued liabilities 1,387 72

Conversion of Series A and Series B preferred stock into Class A common stock 62,639 —

Conversion of Convertible notes and accrued interest into Class A common stock 39,095 —

Assumption of the private placement warrant liability in connection with Business Combination 268 —

Transaction costs paid in 2020, previously recorded to other non-current assets and reclassified to additional paid-in capital 289 —

Issuance of Class A common stock in lieu of cash retainer 10 —

Taxes related to net settlement of restricted stock units included in accrued liabilities 325 —

The accompanying notes are an integral part of these condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data or otherwise stated)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(the "Company" or “AEye”) is a provider of high-performance, active LiDAR systems for vehicle autonomy, advanced driver-assistance systems (ADAS), and robotic vision applications.

AEye’s software-definable iDAR™ (Intelligent Detection and Ranging) platform combines solid-state active LiDAR, an optionally fused low-light HD camera, and integrated deterministic artificial intelligence to capture more intelligent information with less data, enabling faster, more accurate, and more reliable perception.

On February 17, 2021, AEye Technologies, Inc., then known as AEye, Inc.

("AEye Technologies"), entered into the Agreement and Plan of Merger (the "Merger Agreement") with CF Finance Acquisition Corp.

III, a Delaware corporation ("CF III"), now known as AEye, Inc., and Meliora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CF III ("Merger Sub").

Based on CF III's business activities, it was a "shell company" as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On August 16, 2021 (the "Closing Date"), CF III consummated the business combination (the "Business Combination," and together with the other transactions contemplated by the Merger Agreement, the "Transactions") pursuant to the Merger Agreement, and Merger Sub was merged with and into AEye Technologies with AEye Technologies surviving the merger as a wholly owned subsidiary of CF III.

On the Closing Date, and in connection with the closing of the Transactions (the "Closing"), CF III changed its name to AEye, Inc.

The Company's common stock and public warrants are now listed on the Nasdaq Stock Market LLC ("Nasdaq") under the symbols "LIDR" and "LIDRW", respectively.

Unless otherwise specified, "we", "us", "our", "AEye", and the "Company" refers to AEye, Inc., the combined company following the Business Combination.

Refer to Note 2 for further discussion of the Business Combination.

Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

GAAP") and include all adjustments necessary to the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows for the period presented under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting.

The accompanying interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S.

GAAP along with instructions to Form 10-Q and Article 10 of SEC Regulation S-X.

Business Combination

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public

Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion

of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The public stockholders will be entitled to redeem their Public Shares for

a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public Share).

The per share amount to be distributed

to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 5).

be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed

with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation

of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is

not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will,

pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”),

conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing

a Business Combination.

If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain

stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant

to the proxy rules and not pursuant to the tender offer rules.

Additionally, each public stockholder may elect to redeem their Public

Shares irrespective of whether they vote for or against the proposed Business Combination.

If the Company seeks stockholder approval in

connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined

below in Note 5), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public

Offering in favor of a Business Combination.

In addition, the initial stockholders have agreed to waive their redemption rights with respect

to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and

Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate

of 15 % or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and

directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of

Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its

Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect

to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public

stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

On February 17, 2021, the Company entered into

an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among the Company, Meliora Merger Sub, Inc., a Delaware

corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and AEye, Inc., a Delaware corporation (“AEye”),

a provider of high-performance, active LiDAR systems for vehicle autonomy, advanced driver assistance systems and robotic vehicle applications.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated

thereby (the “Closing”), Merger Sub will merge with and into AEye (the “Merger” and together with the other transactions

contemplated by the Merger Agreement, the “Transactions”), whereby the separate corporate existence of Merger Sub will cease

and AEye will be the surviving corporation of the Merger and become a wholly owned subsidiary of the Company.

At the Closing, the Company

will amend its charter to, among other matters, change its name to “AEye, Inc.” On April 30, 2021, the Company entered into

Amendment No.

1 to the Merger Agreement with Merger Sub and AEye (the “Merger Agreement Amendment” and, together with the

Original Merger Agreement, the “Merger Agreement”).

The board of directors of each of AEye and the Company have unanimously

approved the Transactions.

The closing of the Transactions will require the approval of the stockholders of AEye and the Company, and

is subject to other customary closing conditions, including the receipt of certain regulatory approvals.

For more information about the

business combination with AEye, see the Company’s Registration Statement on Form S-4 initially filed with the SEC on May 13, 2021

and as amended on June 28, 2021 and July 8, 2021 (the “Form S-4”), the definitive proxy statement filed with the SEC on July

21, 2021 (the “Proxy Statement”) and the Current Reports on Form 8-K filed with the SEC on February 17, 2021 and May 3, 2021.

Contemporaneously with the execution of the Original

Merger Agreement, the Company entered into separate Subscription Agreements (the “Subscription Agreements”) with a number

of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the Subscribers agreed to purchase, and the

Company agreed to sell to the Subscribers, at the Closing, an aggregate of 22.5 million shares of Class A common stock, for a purchase

price of $ 10.00 per share and an aggregate purchase price of $ 225.0 million (the “PIPE Investments”), with the Sponsor’s

Subscription Agreement accounting for $ 9.5 million of such aggregate PIPE Investments (of which the Sponsor has assigned $ 4.5 million

of its subscription to an unrelated third-party).

The PIPE Investments are contingent upon the closing of the Business Combination with

AEye and, therefore, do not affect the shares subject to possible redemption as of June 30, 2021.

Failure to Consummate a Business Combination

- The Company has until September 17, 2021 or prior to the expiration of the applicable four-month extension period, as described

below, to consummate a Business Combination (as may be extended pursuant to the Amended and Restated Certificate of Incorporation or as

approved by the Company’s stockholders, the “Combination Period”).

If the Company is unable to complete a Business Combination

by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and

not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number

of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,

dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide

for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within

the Combination Period.

On April 30, 2021, the Sponsor funded the amount

needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September 17, 2021 and

agreed to fund the amount needed to further extend the Company’s time to consummate its initial Business Combination to January

17, 2022, if necessary .

In connection therewith, the Company issued the Sponsor a promissory note in the amount of $ 2,300,000 and

an additional amount of $ 0.10 per Public Share was deposited in the Trust Account.

If the Company anticipates that it may not be

able to consummate a Business Combination by September 17, 2021, and subject to the Sponsor depositing additional funds into the Trust

Account as set out below, the time to consummate a Business Combination shall be extended for an additional four months up to three additional

times, for a total of up to 22 months to complete a Business Combination.

The stockholders will not be entitled to vote or redeem their

shares in connection with any such extension.

Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust

agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for

the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or permitted designees, upon five business

days advance notice prior to the applicable deadline, must deposit into the Trust Account $2,300,000 ($0.10 per Public Share) on or prior

to the date of the applicable deadline, for each of the available four month extensions providing a total possible Combination Period

of 22 months at a total payment value of $9,200,000 ($0.10 per Public Share), including the $2,300,000 deposited by the Sponsor on April

Any such payments would be made by the Sponsor pursuant to a non-interest bearing loan issued by the Company which would be

due and payable on the consummation of the Business Combination out of the proceeds of the Trust Account released to the Company.

Company does not complete a Business Combination, it may repay such loans solely from assets not held in the Trust Account, if any.

The initial stockholders have agreed to waive

their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination

However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within

the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available

for distribution (including Trust Account assets) will be less than $ 10.00 per share initially held in the Trust Account.

protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a

vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims

by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account

or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third

party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims

of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company

does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the

Trust Account, except for the Company’s independent registered public accounting firm.

Liquidity and Capital

As of June 30, 2021 and December 31, 2020, the

Company had $ 128,719 and $ 1,250 , respectively, of cash in its operating account and working capital deficit of $ 3,155,564 and $ 45,897 ,

respectively.

As of June 30, 2021, the Company did not have any interest income from the Trust Account, as during the three months and

six months ended June 30, 2021, $ 5,815 and $ 11,487 of the interest income earned on funds held in the Trust Account, respectively, was

used to pay taxes.

The Company’s liquidity needs through June

30, 2021 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a

loan of approximately $ 140,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 5), the proceeds

from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).

The Company fully

repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor has committed up to $ 1,750,000 to be provided to the Company to fund the Company’s expenses

relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and

prior to the Company’s initial Business Combination (the “Sponsor Loan”).

If the Sponsor Loan is insufficient, the Sponsor

or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company

Working Capital Loans (as defined in Note 5).

On April 30, 2021, the Sponsor funded the amount needed to extend the Company’s time

to consummate its initial Business Combination from May 17, 2021 to September 17, 2021 and agreed

to fund the amount needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022,

if necessary .

In connection therewith, the Company issued the Sponsor a promissory note in the amount of $ 2,300,000 and an additional

amount of $ 0.10 per Public Share was deposited in the Trust Account.

As of June 30, 2021 and December 31, 2020, there

was approximately $ 3,461,000 and $ 428,000 , respectively, outstanding under the loans payable by the Company to the Sponsor, including

approximately $ 1,161,000 and $ 428,000 , respectively, outstanding under the Sponsor Loan and an additional $ 2,300,000 and $ 0 , respectively,

outstanding under the loan payable to the Sponsor as a result of the extension of the Combination Period from May 17, 2021 to September

Basis of Presentation

The unaudited condensed

consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal

recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June

30, 2021 and the results of operations and cash flows for the periods presented.

Certain information and disclosures normally included

in unaudited condensed consolidated financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules

and regulations.

Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited condensed consolidated

financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A

filed by the Company with the SEC on May 3, 2021.

In connection with the Company’s going concern

considerations in accordance with guidance in Accounting Standards Update (“ASU”) No.

2014-15, Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern , the Company’s original mandatory liquidation date of May 17,

2021 was extended to September 17, 2021.

In connection with the extension, the Sponsor funded the amount needed to extend the Company’s

time to consummate its initial Business Combination.

In addition, the Sponsor agreed to fund the

amount needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022, if necessary.

It is the current intention, but not obligation, of the Sponsor to exercise, at least three four-month extensions, should a Business Combination

not occur within the applicable allotted time period for such a Business Combination.

The Sponsor has already exercised one of the four

extensions available.

The consummation of the Business Combination pursuant to the Merger Agreement is subject to, among other

closing conditions, the approval of the stockholders of the Company, and other terms and conditions as described in the Current Reports

on Form 8-K filed with the SEC on February 17, 2021 and April 30, 2021, the Form S-4 and the Proxy Statement.

These unaudited condensed

financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities

should the Company be unable to continue as a going concern.

As discussed in Note 1, in the event of a mandatory liquidation, within ten

business days, the Company will redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company

to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares.

The Business Combination is accounted for as a reverse recapitalization, as AEye Technologies was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805).

The determination is primarily based on the evaluation of the following facts and circumstances:

• the equity holders of AEye Technologies hold the majority of voting rights in the Company;

• the board of directors of AEye Technologies represent a majority of the members of the board of directors of the Company;

• the senior management of the AEye Technologies became the senior management of the Company;

• the operations of AEye Technologies comprise the ongoing operations of the Company.

In connection with the Business Combination, outstanding capital stock of AEye Technologies was converted into common stock of the Company, par value $ 0.0001 per share, representing a recapitalization, and the net

assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded.

The consolidated assets and liabilities and results of operations prior to the Closing are those of AEye Technologies.

The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio (as defined below) established in the Merger Agreement.

The number of shares of preferred stock was also retroactively converted into common shares based on the Exchange Ratio.

Principle of Consolidation and Liquidity

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock.

As discussed in Note 2 the Company consummated the Business Combination with CF Finance Acquisition Corp.

III on August 16, 2021 for proceeds of $ 256,811 , net of transaction expenses of $ 52,661 , from the transaction.

As of September 30, 2021, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $ 182,378 .

The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $ 126,761 and net current assets of $ 185,717 as of September 30, 2021.

During the nine months ended September 30, 2021, the Company incurred a net loss of $ 39,977 and had negative cash flows from operating activities of $ 39,588 .

The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development.

Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Future capital may be required to grow the business, however, and this will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features.

From time to time, the Company may seek to raise additional funds through debt or equity issuances.

If the Company is unable to raise additional capital when desired and on reasonable terms, the business, results of operations, and financial condition could be adversely affected.

The Company’s long-term success is dependent upon its ability to successfully market its products and services;

generate revenue;

maintain or reduce its operating costs and expenses;

meet its obligations;

obtain additional capital when needed;

and, ultimately, achieve profitable operations.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Specifically, restricted cash is now presented as a separate line item on the condensed consolidated balance sheets and was previously included within other noncurrent assets;

all other changes made were immaterial.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

In December 2019, a novel strain of coronavirus (COVID-19) began to impact the population of China and expanded into a worldwide pandemic during 2020, leading to significant business and supply chain disruptions.

While the quarantine, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the business disruptions, and related financial impact, cannot be estimated at this time.

Nevertheless, COVID-19 presents material uncertainty and

risk with respect to the Company, its performance, and its financial results and could adversely affect the Company’s financial position and results.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of

2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such

extended transition period, which means that when a standard is issued or revised and it has different application dates for public or

private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

This may make comparison

of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the

potential differences in accounting standards used.

Note 2—Summary

of Significant Accounting Policies

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards.

This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant

Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could

differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents in its operating

account as of June 30, 2021 and December 31, 2020.

The balance of the Company’s investments held in the Trust Account as of June

30, 2021 and December 31, 2020 was comprised of cash equivalents.

Concentration of Credit

Financial instruments

that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Corporation maximum coverage limit of $ 250,000 , and cash equivalents held in the Trust Account.

For the three and six months ended June 30, 2021 and 2020, the Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such accounts.

Principles of Consolidation

The unaudited condensed consolidated financial

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of June 30, 2021.

Merger Sub had no assets

or liabilities as of June 30, 2021.

All significant inter-company transactions and balances have been eliminated in consolidation.

Fair Value of Financial

As of June 30, 2021 and

December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party,

the Sponsor Loan and franchise tax payable approximated their fair values due to the short-term nature of the instruments.

Offering Costs Associated

with the Initial Public Offering

Offering costs consisted

of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering.

These costs, together

with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Warrant Liability

The Company evaluated the Public Warrants (as

defined in Note 3) and Private Placement Warrants (as defined in Note 4 and, together with the Public Warrants, the “Warrants”)

(see Note 4, Note 7 and Note 8) in accordance with guidance in Financial Accounting Standards Board (the “FASB”) Accounting

Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC

815-40”) and concluded that pursuant to the terms thereof related to certain tender or exchange offers, the Warrants are precluded

from being accounted for as components of equity.

As the Warrants meet the definition of a derivative under ASC 815, Derivatives and

Hedging , the Warrants are recorded as liabilities on the balance sheet and measured at fair value at inception (on the date of

the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement , with any subsequent

changes in fair value recognized in statement of operations in the period of change.

Class A Common

Stock Subject to Possible Redemption

The Company accounts

for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities

from Equity .

Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments

and are measured at fair value.

Shares of conditionally redeemable Class A common stock (including Class A common stock that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock

are classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of June

30, 2021 and December 31, 2020, 20,958,853 and 21,325,774 shares of Class A common stock subject to possible redemption, respectively,

are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income taxes are accounted for under ASC 740,

Income Taxes (“ASC 740”), using the asset and liability method.

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statement

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes

the enactment date.

To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance

would be established to offset their benefit.

ASC 740 prescribes a recognition threshold that

a tax position is required to meet before being recognized in the unaudited condensed consolidated financial statements.

The Company provides

for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained

upon examination by tax authorities.

The Company recognizes interest and penalties related to unrecognized tax benefits as provision for

income taxes on the statement of operations.

Net Loss Per Share of Common Stock

Net loss per share of common stock is computed

by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate

of 7,833,332 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive

under the treasury stock method.

As a result, diluted earnings per share of common stock is the same as basic earnings per share of common

stock for the periods presented.

The Company’s statement of operations includes

a presentation of income per share of common stock subject to redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments

held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of

shares of Class A common stock outstanding for the period, excluding 500,000 shares of Class A common stock held by the Sponsor, which

is not subject to redemption.

Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net

income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B

common stock and 500,000 shares of Class A common stock held by the Sponsor and outstanding for the period.

The following table reflects the calculation of basic and diluted net

loss per share of common stock:

For the Three Months Ended

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable shares of Class A common stock

Basic and diluted net loss per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net loss minus redeemable net earnings

Loss from operations

$ ( 350,573 )

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

$ ( 1,566,668 )

Non-redeemable net loss

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Significant items subject to such estimates and assumptions include the useful lives of fixed assets;

the valuation of deferred tax assets, fixed assets, inventory, investments, embedded derivative, fair value of common stock, and share-based compensation.

Segment Reporting

We manage our business on the basis of one reportable and operating segment.

Operating segments are defined as, components of an enterprise which separate financial information, is evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer (“CEO”).

The CEO decides how to allocate resources and assesses the Company’s performance based upon condensed consolidated financial information.

All of our sales were made to customers (in USD) located in the United States, Europe, and Asia through AEye, Inc., and all property and equipment is located in the United States.

Cash and Cash Equivalents and Marketable Securities

The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit, and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents.

Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that were readily convertible to cash.

Cash equivalents are stated at cost, which approximates fair market value.

Marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities.

Unrealized gains and

losses in fair value of the available-for-sale ("AFS") debt securities are reported in other comprehensive income (loss).

When the AFS debt securities are sold, cost is based on the specific identification method, and the realized gains and losses are included in other income (expense), net in the condensed consolidated statements of operations.

The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date.

The Company considers all AFS debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying condensed consolidated balance sheets.

AFS debt securities included in marketable securities on the condensed consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase.

Interest on marketable securities is included within interest income.

Restricted Cash

Restricted cash of $ 2,150 and $ 1,222 as of September 30, 2021 and December 31, 2020, respectively consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement.

In 2020, the Company had a letter of credit to the amount of $ 2,150 with Silicon Valley Bank as security for the payment of rent on its new headquarters in Dublin, CA.

During the year ended December 31, 2020, as a result of COVID-19, the Company agreed to a rent payment restructuring arrangement with the landlord, whereby restricted cash under the letter of credit was released and $ 928 was used to fund rental payments during the period from May 1, 2020 through December 31, 2020.

At December 31, 2020, the Company had an available letter of credit of $ 928 .

As part of the restructuring arrangement, the Company replenished the letter of credit back by paying $ 928 in January 2021.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable.

The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment.

The Company's marketable securities have investment grade ratings when purchased which mitigates risk.

The Company’s accounts receivables are derived from customers located in the U.S., Europe, and Asia.

The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions.

The Company generally does not require collateral.

The Company’s concentration of risk related to accounts receivable and accounts payable was determined by evaluating the number of customers and vendors accounting for 10% or more of accounts receivable ("AR") and accounts payable ("AP").

As of September 30, 2021, AEye had three customers accounting for 10 % or more of AR and two vendors accounting for 10 % or more of AP.

As of December 31, 2020, AEye had four customers accounting for 10 % or more of AR and three vendors accounting for 10 % or more of AP.

For the three and nine months ended September 30, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net loss per non-redeemable share of Class A private placement common stock and share of Class B common stock

For the Six Months Ended

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable shares of Class A common stock

Basic and diluted net loss per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net loss minus redeemable net earnings

Loss from operations

Customer A * 92 % * 81 %

Customer B 21 % * * *

Customer C 16 % * * *

Customer D 13 % * * *

Customer E 16 % * * *

Customer F 35 % * 20 % *

Customer G * * 42 % *

Customer H * * 11 % *

*Customer accounted for less than 10% of total revenue in the period.

Fair Value of Financial Instruments

The Company defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.

The Company accounts for derivative instruments in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging.

The Company’s objectives and strategies for using derivative instruments, and how the derivative instruments and related hedged items are accounted for affect the financial statements.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk.

Terms of convertible debt instruments are reviewed to determine whether they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the condensed consolidated balance sheets at fair value.

An evaluation of specifically identified conditions is made to determine whether the fair value of the derivative issued is required to be classified as equity or as a derivative liability.

The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest.

Amounts collected on accounts receivable are included in net cash provided by operating activities in the condensed consolidated statements of cash flows.

Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable.

The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement.

On September 30, 2021 and December 31, 2020, the Company did no t have an allowance for doubtful accounts or write-offs.

Inventories, net

Inventories consist of raw materials, work in progress and finished goods.

Inventories are stated at the lower of cost and net realizable value and costs are computed under the standard cost method.

Prototype inventory cost consists of the associated raw material, direct and indirect labor.

The Company evaluates the need for inventory write-downs associated with obsolete, slow moving, and non-sellable inventory by reviewing estimated net realizable values on a periodic basis and records a provision for excess and obsolete inventory to adjust the carrying value of inventory as needed.

The Company recorded an allowance to write down inventory of $ 546 and $ 298 as of September 30, 2021 and December 31, 2020 respectively, to reduce inventory to the lower of cost or to its net realizable value.

Deferred Transaction Costs

The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination.

In August 2021, upon the completion of the Business Combination, all deferred costs were offset against proceeds from the Business Combination and the private investment in public equity ("PIPE") financing.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation and amortization.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years.

Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

There are no impairment charges recorded in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020.

The Company rents office space and vehicles under long-term leases that are accounted for as operating leases following ASC 840, Leases.

Rent expense is recognized on a straight-line basis over the expected lease term.

The difference between straight-line rent expense and amounts paid are recorded as a deferred rent liability.

Lease incentives, including tenant improvement allowances, are also recorded as a deferred rent liability and amortized as a reduction of rent expense on a straight-line basis over the expected term of the lease.

Revenue Recognition

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606) (collectively, “ASC 606”).

ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those

goods or services.

In addition, ASC 606 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company generates revenues from the sale of prototype systems and from R&D and collaboration arrangements with automakers and suppliers to automakers.

Under ASC 606, the Company accounts for such arrangements as contracts with customers and accordingly recognizes revenue by applying the following steps:

• Identification of the contract, or contracts, with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

See Note 15, Revenue, for additional information related to the application of ASC 606 to the Company’s primary revenue streams.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the condensed consolidated statements of operations.

Contract Liabilities

Contract liabilities relate to deferred revenue.

Deferred revenue consists of amounts that have been invoiced with cash received but for which revenue not been recognized.

This generally includes unrecognized revenue balances for technology development.

Deferred revenue that will be realized during the succeeding 12-month period is recorded within current liabilities and the remaining deferred revenue is recorded as noncurrent liabilities.

Arrangements with Multiple Performance Obligations

When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement.

The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price.

Significant Financing Component

In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied.

The expected timing difference between the payment and satisfaction of performance obligations for all of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money.

The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.

Collaboration and Development Agreements

The Company considers whether an arrangement qualified as a collaborative arrangement under ASC 808, Collaborative Arrangements, by assessing whether the arrangement between the parties have joint operating activities where both are (i) active participants in the activity;

and (ii) have exposure to significant risks and rewards dependent on the commercial success of the activity.

When both criteria are met, the arrangement is considered a collaborative arrangement and accounted for under ASC 808.

To qualify and present consideration as revenue within the scope of ASC 606, consideration exchanged in a collaborative arrangement must originate from a customer.

The Company refers to ASU 2018-18, Clarifying

the Interaction between Topic 808 and Topic 606, which clarifies when participants of a collaborative arrangement are within the scope of ASC 606 (and a customer relationship exists in the context of a unit of account).

The Company evaluates the unit of account for each arrangement and determines if the collaboration partner is considered a customer (defined as a party contracted with the entity to obtain goods and services which are outputs from the entity's ordinary course of business, in exchange for consideration).

When this definition is met, the Company applies the ASC 606 guidance, including recognition, measurement, presentation, and disclosure requirements to the unit of account.

When a portion of a bundle unit of account (i.e., multiple promises which are not individually distinct) is not with a customer, the entire unit of account is not accounted for under the scope of ASC 606.

For such arrangements, the Company may choose to analogize to the recognition and measurement guidance of ASC 606 whereby the consideration associated with revenue from non-ASC 606 elements are recognized together with revenue to be recognized under ASC 606, as appropriate.

Cost of Revenue

Cost of revenue primarily consists of costs directly associated with the production of those prototypes that are held for sale and costs associated with collaboration arrangements.

Such costs are direct materials, direct labor, indirect labor, and allocation of overhead.

Direct and indirect labor includes personnel-related costs, including associated stock-based compensation, and packaging and procurement respectively associated with the production of prototypes.

Other costs such as indirect manufacturing costs are recognized in research and development and general and administrative expenses on the condensed consolidated statements of operations.

Research and Development Expenses

Research and development expenses include personnel costs (including salaries, benefits, bonuses, and stock-based compensation), new hardware and software materials to the extent no future economic benefits are expected, other related expenses such as lab equipment, third party development-related contractors, and allocated overhead expenses.

Substantially all the R&D expenses are related to the development of new products and services, including contract development expenses.

They are expensed as incurred and included in the condensed consolidated statements of operation and comprehensive loss.

Sales and Marketing Expenses

Sales and marketing expenses include personnel costs (including salaries, benefits, bonuses, and stock-based compensation) for employees associated with business development and account management, trade shows expenses, and advertising and promotions expenses for press releases, other public relations services, and allocated overhead expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs (including salaries, benefits, bonuses, and stock-based compensation) for executive management and employees related to finance, legal, technical support, and other administrative personnel.

General and administrative expenses also include management consulting, accounting and legal professional fees, insurance, software, computer equipment costs, general office expenses, and allocated overhead expenses.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards based on estimated grant-date fair values.

The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option-valuation model.

The Black-Scholes option-valuation model requires the input of

subjective assumptions, including the option’s expected term and the price volatility of the underlying stock.

The Company's policy is to recognize stock-based compensation net of estimated forfeitures, based on historical forfeiture rates.

The Company measures nonemployee awards at the date of grant, which generally is the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award.

The fair value of the restricted stock units, or "RSUs," is equal to the fair market value of the Company’s common stock on the grant date.

The fair value of the stock-based compensation is recognized on a straightline basis over the requisite service period, which is generally the vesting period of the award.

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance would be made to reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which determinations are made (1) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statements of operations.

Accrued interest and penalties are included on the related tax liability line in the condensed consolidated balance sheets.

As of and for the three and nine months ended September 30, 2021 and September 30, 2020 there were no interest or penalties recorded.

Net Loss per Share

Basic net loss per share is computed using net loss available to common stockholders divided by the weighted average number of common shares outstanding during the period.

Diluted net loss per share reflects the dilutive effects of stock options, restricted stock units, preferred stocks, convertible notes, and public and private placement warrants outstanding during the period to the extent such securities would not be anti-dilutive and is determined using the if-converted and treasury stock methods.

The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities as the Company’s preferred stock is considered a participating security.

The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed.

Under the two-class method, the net loss attributable to common stockholders is not allocated to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in losses.

Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive.

Comprehensive Loss

Comprehensive loss includes all changes in equity (net assets) from non-owner sources during a period and net unrealized gains (losses) on available-for-sale securities.

Recently Issued Accounting Pronouncements

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No.

ASC 842 supersedes the previous accounting guidance for leases included within Accounting Standards Codification 840, "Leases" ("ASC 840").

The new guidance generally requires an entity to recognize operating and financing lease liabilities and corresponding right-of-use assets on its balance sheet, as well as recognize the associated lease expenses on its statements of operations in a manner similar to that required under current accounting rules.

The new standard is effective for us on January 1, 2022, with early adoption permitted.

The new standard initially required a modified retrospective transition approach for all leases existing at the date of initial application.

However, in July 2018, FASB issued Accounting Standards Update No.

2018-11, "Targeted Improvements to ASC 842" ("ASU 2018-11"), which provides entities with the option to begin applying ASC 842 at the adoption date rather than at the beginning of the earliest period presented (the "Effective Date Method").

Entities using the Effective Date Method recognize a cumulative-effect adjustment to the opening balance of retained earnings (or accumulated deficit) in the period of adoption.

We expect to adopt the new standard on January 1, 2022 and use the effective date as our date of initial application.

Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022.

Management’s evaluation of the new standard is underway, and we have identified the significant changes between the current guidance and the new guidance and expect to elect certain available transitional practical expedients.

The Company plans to adopt ASC 842 using the Effective Date Method by recording additional operating liabilities and right-of-use ("ROU") assets to the balance sheet based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

The Company continues to evaluate the impact of ASC 842 on its condensed consolidated financial statements and accounting processes.

Based on these ongoing evaluations, the Company currently expects the most significant changes will be related to the recognition of new ROU assets and lease liabilities on our balance sheet in the amounts of approximately $ 8,500 to $ 12,500 .

We expect that this standard will have a material effect on our financial statements.

We do not expect a significant change in our leasing activities between now and adoption.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASU No.

2018-19, ASU No.

2019-04, ASU No.

2019-05, ASU No.

2019-10, and ASU No.

The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs.

ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses.

Available-for-sale and held to maturity debt securities are also required to be held net of an allowance for credit losses.

For public business entities, this standard is effective for fiscal years beginning after December 15, 2019.

For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted.

The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures and will adopt the guidance on January 1, 2023 as permitted for smaller reporting companies.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis

ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021, with early adoption permitted.

Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.

The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures and will adopt the guidance January 1, 2022 as permitted for smaller reporting companies.

RECAPITALIZATION

As discussed in Note 1, on August 16, 2021, AEye Technologies and CF III consummated the Business Combination, with AEye Technologies surviving the Business Combination as a wholly owned subsidiary of CF III.

As part of the consummation of the Business Combination, CF III changed its name to AEye, Inc.

and AEye Technologies changed its name to AEye Technologies, Inc..

Immediately prior to the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 301,000,000 shares, of which 300,000,000 shares were designated common stock, $ 0.0001 par value per share, and of which 1,000,000 shares were designated preferred stock, $ 0.0001 par value per share.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP.

Under this method of accounting, AEye Technologies was treated as the accounting acquirer and CF III was treated as the acquired company for financial reporting purposes.

This determination is primarily based on AEye Technologies' stockholders comprising a relative majority of the voting power of the combined entity, and having the ability to nominate the majority of the governing body of the combined entity, AEye Technologies' senior management comprising the senior management of the combined entity and AEye Technologies' operations comprising the ongoing operations of the combined entity.

Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of AEye Technologies and the Business Combination was treated as the equivalent of AEye Technologies issuing stock for the net assets of CF III, accompanied by a recapitalization.

The net assets of CF III are stated at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Business Combination will be those of AEye Technologies in future reports of the combined entity.

Loss per share and stockholders' equity (deficit), prior to the Business Combination, have been retroactively stated as shares reflecting the Exchange Ratio.

Immediately prior to the closing of the Business Combination, all outstanding principal and unpaid accrued interest of the 2020 Notes were converted into 5,584,308 shares of AEye Technologies' preferred stock and subsequently converted to common stock of the Company (see Note 10).

Each issued and outstanding share of AEye Technologies' redeemable convertible preferred stock was converted into shares of common stock based on a one -to-one ratio.

The condensed consolidated financial statements are accounted for with a retrospective application of the Business Combination that results in 16,383,725 shares of redeemable convertible preferred stock converting into the same number of shares of AEye Technologies common stock.

Upon the consummation of the Business Combination, each share of AEye Technologies common stock issued and outstanding was canceled and converted into the right to receive 3.7208 shares (the "Exchange Ratio") of the CF III's common stock (the “Per Share Merger Consideration”).

Immediately prior to the closing of the Business Combination, the Board approved the Net-Exercise of common stock warrants and Series A preferred warrants which provides for the cashless exercise of 61,612 common stock warrants into 57,770 shares of AEye common stock and 7,353 Series A preferred warrants into 6,949 shares of AEye common stock at the Transaction Price of $ 37.21 per Company share.

Upon the Closing, the combined 64,719 shares were cancelled and exchanged for 240,806 Company’s Class A common stock, after giving effect to the Exchange Ratio.

Immediately prior to the Closing of the Business Combination, CF III’s amended and restated certificate of incorporation, dated November 12, 2020 (the “Charter”), was further amended and restated to eliminate the Class B common stock (after giving effect to the conversion of each outstanding share of Class B common stock immediately prior to the Closing of the Business Combination into one share of common stock).

2021 Equity Incentive Plan

As previously reported in the Current Report on Form 8-K filed with the SEC on August 16, 2021, at the special meeting of stockholders held in connection with the Business Combination, the CF III stockholders considered and approved the CF Finance Acquisition Corp.

III 2021 Equity Incentive Plan (the “Incentive Plan”) and reserved 15,440,430 shares of common stock for issuance thereunder.

The Incentive Plan was previously approved, subject to stockholder approval, by the board of directors of CF III on February 17, 2021.

The Incentive Plan became effective immediately upon the Closing of the Business Combination.

The number of shares of common stock reserved for issuance under the Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2022 and continuing through January 1, 2032, by 5 % of the total number of shares of common stock outstanding on December 31, 2021 for the first year and by 3 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year for each year thereafter, or a lesser number of shares as may be determined by the Board.

Outstanding stock options and restricted stock units, whether vested or unvested, under the AEye Technologies 2014 Equity Incentive Plan, the 2016 Equity Incentive Plan, and the 2021 Equity Incentive Plan (collectively the "Plans") (see Note 14) automatically converted into stock options and restricted stock units for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to such awards immediately prior to the Business Combination, after giving effect to the Exchange Ratio.

PIPE Subscription Agreement

Contemporaneously with the execution of the Merger Agreement, CF III entered into separate PIPE Subscription Agreements in a private placement with a number of PIPE investors, pursuant to which the PIPE Investors agreed to purchase, and CF III agreed to sell to the PIPE Investors, an aggregate of 22,000,000 shares of common stock, for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 220,000 .

CF III also entered into a PIPE Subscription Agreement for 500,000 shares of common stock, for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 5,000 with an investor who defaulted on the Closing under the PIPE Subscription Agreement.

The Company plans to pursue its available remedies with respect to such investor.

Certain CF III shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 19,355,365 shares of CF III Class A common stock for an aggregate payment of $ 195,498 , at a redemption price of $ 10.10 per share based on the Trust Account balance as of August 11, 2021.

Public and Private Placement Warrants

CF III Warrants issued in connection with the IPO (“Public warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement warrants”) to purchase shares of the Company’s common stock, at an exercise price of $ 11.50 per share, remained outstanding after the closing of the Business Combination.

The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Public warrants are equity-classified and valued based on the instrument's publicly listed trading price.

Transaction Costs

In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $ 52,661 related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds upon the consummation of the Business Combination.

Transaction costs that were not directly related to the Business Combination of approximately $ 2,198 were expensed.

Transaction Proceeds

Upon closing of the Business Combination, the Company received gross proceeds of $ 256,811 from the Business Combination and PIPE financing, offset by offerings costs of $ 52,661 .

The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders’ equity for period ended September 30, 2021 (in thousands, except share data):

Cash - CF III's trust and cash (net of redemption) $ 36,811

Cash - Private offering 220,000

transaction costs and advisory fees paid ( 52,661 )

Net Business Combination and private offering $ 204,150

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

CF III Class A common stock, outstanding prior to Business Combination

redemption of CF III Class A common stock

Class A common stock of CF III

CF III founder shares

CF III Private Placement shares 500,000

CF III Shares issued in PIPE

Business Combination and PIPE shares

Legacy AEye shares

Total shares of Class A common stock immediately after Business Combination at August 16, 2021 154,404,302

The number of Legacy AEye shares was determined as follows:

AEye shares, effected for Exchange Ratio

Balance at December 31, 2019

11,283,838 41,984,908

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

Recapitalization applied to Convertible preferred stock outstanding at December 31, 2019

16,383,725 60,960,574

Non-redeemable net loss

Exercise of common stock options - 2020

504,524 1,877,233

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock

Recent Accounting

Pronouncements

In August 2020, the FASB issued ASU No.

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

The standard is expected

to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts

in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements to the related disclosures

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for

convertible instruments.

The new standard will become effective for the Company beginning January 1, 2024, can be applied using either

a modified retrospective or a fully retrospective method of transition and early adoption is permitted.

Management is currently evaluating

the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial

Public Offering

Pursuant to the Initial Public Offering, the Company

sold 23,000,000 Units at a price of $ 10.00 per Unit, including 3,000,000 Units sold upon exercise of the underwriters’ overallotment

option in full.

Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50

per share, subject to adjustment (see Note 7).

No fractional warrants will be issued upon separation of the Units and only whole warrants

Note 4—Related

Party Transactions

Founder Shares

In March 2016, the Sponsor purchased 5,750,000

shares (the “Founder Shares”) of the Company’s Class B common stock, par value $ 0.0001 (“Class B common stock”)

for an aggregate price of $ 25,000 .

On September 24, 2020, the Company effectuated a 2.

5-for-1 stock split.

On October 5, 2020, the Sponsor

returned to the Company, at no cost, an aggregate of 8,625,000 Founder Shares, which the Company cancelled, resulting in an aggregate

of 5,750,000 Founder Shares outstanding and held by the Sponsor.

All share and per share amounts have been retroactively restated.

addition, in October and November 2020, the Sponsor transferred 20,000 Founder Shares to each of the independent directors of the Company.

The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination

and are subject to certain transfer restrictions.

The initial stockholders have agreed, subject

to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the

completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price

of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,

or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results

in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased an aggregate of 500,000 Private Placement Units at a price of $ 10.00 per Private Placement

Unit ($ 5,000,000 in the aggregate).

Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant

(the “Private Placement Warrants”).

Each whole Private Placement Warrant is exercisable for one whole share of Class A common

stock at a price of $ 11.50 per share.

The proceeds from the Private Placement Units have been added to the net proceeds from the Initial

Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless

basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants will expire five

years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Sponsor and the Company’s officers and

directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days

after the completion of the initial Business Combination.

The lead underwriter is an affiliate of the Sponsor

(see Note 6).

Business Combination

Marketing Agreement

The Company has engaged Cantor Fitzgerald &

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company

in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the

Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder

approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business

The Company will pay CF&Co.

a cash fee (the “Marketing Fee”) for such services upon the consummation of the

Business Combination in an amount of $ 8,650,000 , which is equal to 3.5 % of the gross proceeds of the base offering in the Initial Public

Offering and 5.5 % of the gross proceeds from the full exercise of the underwriters’ over-allotment option.

Related Party Loans

The Sponsor made available to the Company, under

the Pre-IPO Note, up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

Prior to closing the Initial

Public Offering, the amount outstanding under the Pre-IPO Note was $ 139,870 .

The Pre-IPO Note was non-interest bearing and was repaid

in full upon the completion of the Initial Public Offering.

In order to finance transaction costs in connection

with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $ 1,750,000 to be provided

to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital

requirements, including $ 10,000 per month for office space, administrative and shared personnel support services that will be paid to

the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination.

On April 30, 2021, the Sponsor

funded the amount needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September

17, 2021 and agreed to fund the amount needed to further extend the Company’s time to consummate

its initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued the Sponsor a promissory

note in the amount of $ 2,300,000 and an additional amount of $ 0.10 per Public Share was deposited in the Trust Account.

As of June 30,

2021 and December 31, 2020, there was approximately $ 3,461,000 and $ 428,000 , respectively, outstanding under the loans payable by the

Company to the Sponsor, including approximately $ 1,161,000 and $ 428,000 , respectively, outstanding under the Sponsor Loan and an additional

$ 2,300,000 and $ 0 , respectively, outstanding under the loan payable to the Sponsor as a result of the extension of the Combination Period

from May 17, 2021 to September 17, 2021.

If the Sponsor Loan is insufficient to cover the

working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released

to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital

Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Sponsor pays expenses on the Company’s

The Company reimburses the Sponsor for such expenses paid on its behalf.

The unpaid balance is included in Payables to related

parties on the accompanying balance sheet.

As of June 30, 2021 and December 31, 2020, the Company had accounts payable outstanding to

the Sponsor for such expenses paid on the Company’s behalf of approximately $ 109,000 and $ 4,300 , respectively.

The Company may extend the initial period of time

to consummate a Business Combination up to four times, each by an additional four months (for a total of 22 months to complete a Business

Combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates

or designees must deposit into the Trust Account $2,300,000 ($0.10 per Public Share), up to an aggregate of $9,200,000, or $0.10 per Public

Share, on or prior to the date of the applicable deadline, for each four month extension.

Any such payments would be made by the Sponsor

pursuant to a non-interest bearing loan issued by the Company which would be due and payable on the consummation of the Business Combination

out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, it may repay

such loans solely from assets not held in the Trust Account, if any.

The Sponsor and its affiliates or designees are not obligated to

fund the Trust Account to extend the time for the Company to complete a Business Combination.

On April 30, 2021, the Sponsor funded the

amount needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September 17, 2021

and agreed to fund the amount needed to further extend the Company’s time to consummate its

initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued to the Sponsor a promissory

note in the amount of $ 2,300,000 (see Note 1).

The Company has the additional option to extend the period of time to consummate a Business

Combination up to three additional times each by an additional four months, for a total of up to 22 months from the closing of the Initial

Public Offering to complete the Initial Business Combination.

Note 5—Commitments and

Contingencies

Registration and Stockholder

Pursuant to a registration rights agreement entered

into on November 12, 2020, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration

rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock).

These holders are

entitled to certain demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Underwriting Agreement

The Company granted CF&Co.

, the lead underwriter

and an affiliate of the Sponsor, a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial

Public Offering price less the underwriting discounts and commissions.

exercised the over-allotment option in full concurrent

with the closing of the Initial Public Offering.

The lead underwriter was paid a cash underwriting

discount of $ 4,000,000 .

The Company also engaged a qualified independent

underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence”

in respect thereto.

The Company paid the independent underwriter a fee of $ 100,000 upon the completion of the Initial Public Offering

in consideration for its services and expenses as the qualified independent underwriter.

The qualified independent underwriter received

no other compensation.

Business Combination

Marketing Agreement

The Company has engaged CF&Co.

as an advisor

in connection with the Company’s Business Combination (see above under Underwriting Agreement within this Note 5).

Risks and Uncertainties

Management is continuing to evaluate the impact

of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of the unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’

Class A Common Stock - The Company

is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of June 30, 2021 and

December 31, 2020, there were 2,541,147 and 2,174,226 shares, respectively, of Class A common stock issued and outstanding, excluding

20,958,853 and 21,325,774 shares, respectively, subject to possible redemption.

Class A common stock includes 500,000 shares included

in the Private Placement Units.

The shares of Class A common stock included in the Private Placement Units do not contain the same redemption

features contained in the shares sold in the Initial Public Offering.

Class B Common Stock - The Company

is authorized to issue 30,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of Class B common

stock are entitled to one vote for each share.

As of both June 30, 2021 and December 31, 2020, there were 5,750,000 shares of Class B

common stock issued and outstanding.

The initial stockholders collectively own 20 % of the Company’s issued and outstanding common

stock after the Initial Public Offering (not including the Private Placement Units).

Prior to the consummation of the Business Combination,

only holders of Class B common stock will have the right to vote on the election of directors.

Holders of Class A common stock will not

be entitled to vote on the election of directors during such time.

Holders of Class A common stock and Class B common stock will vote

together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically

convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment.

the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts

offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common

stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of

Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares

of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted

basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering

plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

On September 24, 2020, the Sponsor effectuated

a recapitalization of the Company, which included a 2.5-for-1 stock split.

On October 5, 2020, the Sponsor returned to the Company, at

no cost, an aggregate of 8,625,000 Founder Shares, which were cancelled.

The foregoing transactions resulted in an aggregate of 5,750,000

Founder Shares outstanding and held by the initial stockholders.

Share and per share information contained in the unaudited condensed

consolidated financial statements have been retroactively adjusted for this split and cancellation.

Preferred Stock - The Company is

authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other

rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2021 and December

31, 2020, there were no shares of preferred stock issued or outstanding.

Note 7—Warrants

Public Warrants may only be exercised for a whole

number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable

on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares

of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable

best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common

stock issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable best efforts to cause the same to

become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the

expiration of the Public Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the foregoing, if a registration

statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified

period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to

the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private

Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to

certain limited exceptions.

Additionally, the Private Placement Warrants will

be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except

with respect to the Private Placement Warrants):

in whole and not in part;

● at a price of $ 0.01 per warrant;

at any time during the exercise period;

upon a minimum of 30 days’ prior written notice of redemption;

● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

If the Company calls the Public Warrants for redemption,

management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of shares of Class

A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend,

or recapitalization, reorganization, merger or consolidation.

However, the Warrants will not be adjusted for issuance of Class A common

stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the Warrants.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such Warrants.

Accordingly, the Warrants may expire

Value Measurements on a Recurring Basis

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market

participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation

techniques used in measuring fair value.

The hierarchy gives the

highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These three levels of the fair value hierarchy are:

Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances,

the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances,

the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant

to the fair value measurement.

The following tables

present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30,

2021 and December 31, 2020, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

June 30, 2021

Quoted Prices

in Active Markets

Significant Other

Observable Inputs

Assets held in Trust Account - U.S.

Treasury Securities

Repurchase of common stock - 2020 ( 950,352 ) ( 3,536,070 )

Exercise of common stock options - 2021 (pre-Closing)

54,859 204,119

Conversion of Convertible Notes and Accrued Interest – 2021

5,584,308 20,778,097

Warrant liability

December 31, 2020

Quoted Prices

in Active Markets

Significant Other

Observable Inputs

Assets held in Trust Account - U.S.

Treasury Securities

Exercise of common stock and Series A preferred stock warrants - 2021 64,719 240,806

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820, Fair Value Measurements and Disclosures .

ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The fair value hierarchy of ASC Topic 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1 —Observable inputs, such as quoted prices in active markets

Level 2 —Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly or pricing based on quoted prices for similar assets or liabilities.

Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Our financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities, convertible notes, and long-term debt.

The carrying values of these financial instruments approximate their fair values.

Financial assets and liabilities measured at fair value on a recurring basis as (in thousands):

As of September 30, 2021

Adjusted cost Unrealized losses Fair value Cash and Cash Equivalent Marketable Securities

Asset-backed securities $ 26,599 $ ( 10 ) $ 26,589 $ — $ 26,589

Corporate bonds 43,261 ( 24 ) 43,237 — 43,237

Commercial paper 45,123 — 45,123 — 45,123

Government securities 14,969 ( 8 ) 14,961 — 14,961

Total financial assets $ 129,952 $ ( 42 ) $ 129,910 $ — $ 129,910

Private placement warrant liability $ — $ — $ 156 $ — $ —

Total financial liabilities $ — $ — $ 156 $ — $ —

As of December 31, 2020

Adjusted cost Unrealized losses Fair value Cash and Cash Equivalent Marketable Securities

Common stock and series A preferred stock warrant liability $ — $ — $ 93 $ — $ —

Embedded derivative liability — — 17 — —

Total financial liabilities $ — $ — $ 110 $ — $ —

As of September 30, 2021, the Company's financial assets and liabilities subject to fair value procedures were comprised of the following:

Marketable Securities :

The Company holds financial assets consisting of fixed-income U.S.

government agency securities, corporate bonds, and asset-backed securities.

The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive market, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets.

Private Placement Warrant Liability :

The fair value of the private placement warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the private placement warrant liability, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and expected dividend yield.

As of December 31, 2020, the Company's financial liabilities subject to fair value procedures were comprised of the following:

Common Stock and Series A Preferred Stock Warrant Liability:

The fair value of the redeemable convertible preferred stock warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and expected dividend yield.

Embedded Derivative Liability:

During 2020, the Company entered into a convertible note agreement under which the Company may issue convertible equity instruments (“2020 Notes”).

The 2020 Notes contain an embedded redemption feature, which is considered to be a derivative that is required to be separately accounted for at fair value and subsequently remeasured to fair value at each reporting date.

The fair value of the embedded derivative liability was estimated using a with and without method.

This method isolates the value of the embedded derivative liability by measuring the difference in the host contract’s value with and without the isolated feature.

The resulting cash flows are discounted at the Company’s borrowing rate, as adjusted for fluctuations in the market interest rate from the inception of the Company’s comparative borrowings to the reporting date, to measure the fair value of the embedded derivative.

The valuation for the conversion portion of the derivative factors in the expected timing and probability of a financing that would result in the conversion of the underlying, plus accrued interest discounted to the financing price per share.

The probability and timing of a financing are estimated at each reporting date.

Upon the closing of the Business Combination, the embedded derivative was settled as the 2020 Notes and accrued interest were converted into the Company's Class A common stock.

(See Note 2 Recapitalization)

For the nine months ended September 30, 2021 and year ended December 31, 2020, there were no transfers between Level 1 and Level 2 inputs.

There were no transfers in or out of Level 3 inputs.

There were no issuances, purchases, sales, or settlements of Level 3 inputs, other than as disclosed below.

The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments for the nine months ended September 30, 2021 (in thousands):

Embedded Derivative Liability Common Stock and Series A Preferred Stock Warrant Liability Private Placement Warrant Liability Total

Balance at December 31, 2020

$ 17 $ 93 $ — $ $ 110

Private placement warrant liability acquired as part of the Business Combination — — 268 $ 268

(Gain) loss in fair value included in other income (expense) ( 17 ) ( 93 ) ( 112 ) ( 222 )

Balance at September 30, 2021 (unaudited)

$ — $ — $ 156 $ 156

Warrant liability

Level 1 assets as of

June 30, 2021 and December 31, 2020 include investments in a money market fund that holds U.S.

Treasury securities.

The Company uses inputs

such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the

fair value of its investments.

Warrant Liability

The Warrants are accounted for as liabilities

in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet.

The warrant liability is

measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair

value of warrant liability in the Company’s statement of operations.

Initial Measurement

The Company established the initial fair value

for the Warrants on November 17, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December

As of December 31, 2020, the Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis

using an Options Pricing Model (the “OPM”).

The Company allocated the proceeds received from (i) the sale of Units in the

Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of

the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant),

and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement,

with the remaining proceeds allocated to Class A common stock subject to possible redemption.

The Warrants were classified as Level 3

at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs.

The Company utilized the OPM to value the Warrants

as of December 31, 2020, with any subsequent changes in fair value recognized in the statement of operations.

The estimated fair value

of the warrant liability as of December 31, 2020 was determined using Level 3 inputs.

Inherent in the OPM are assumptions related to expected

share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimated the volatility of its shares

of common stock based on historical volatility that matches the expected remaining life of the Warrants.

The risk-free interest rate was

based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants.

The expected life of the Warrants was assumed to be equivalent to their remaining contractual term.

The dividend rate was based on the

historical rate, which the Company anticipated to remain at zero.

The aforementioned warrant liability is not subject to qualified hedge

The following table provides quantitative information

about the inputs utilized by the Company in the fair value measurement of the Warrant as of December 31, 2020:

Risk-free interest rate

The key inputs into the Black-Scholes option pricing model for the private placement warrant liability were as follows for the relevant periods:

September 30, 2021

Expected term (years) 4.9

Expected volatility 43.1 %

Exercise price

Risk-free interest rate 0.98 %

Dividend yield — %

Subsequent Measurement

As of June 30, 2021, the fair measurement of the

Public Warrants was reclassified from Level 3 to Level 1 due to the use of an observable quoted price in an active market.

As the transfer

of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially

the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that

of the Public Warrants.

As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the six months ended

June 30, 2021.

As of June 30, 2021, the aggregate fair values

of the Private Placement Warrants and Public Warrants were $ 0.3 million and $ 12.3 million, respectively.

The following table presents the changes in the fair value of warrant

Private Placement

Warrant Liability

Fair value as of December 31, 2020

Change in valuation inputs or other assumptions (1)

Exercise price $ 11.50

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash, cash equivalents (which consists entirely of money market funds) and restricted cash consist of the following as of September 30, 2021 and the year ended December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Cash and cash equivalents $ 52,468 $ 15,275

Restricted cash 2,150 1,222

Total cash, cash equivalents, and restricted cash $ 54,618 $ 16,497

Inventory, net of write-downs, as of September 30, 2021 and December 31, 2020 were as follows (in thousands):

September 30, 2021 December 31, 2020

Raw materials $ 1,496 $ 1,123

Work in-process 3,098 1,337

Finished goods 258 195

Total inventory, net $ 4,852 $ 2,655

Total inventory balance as of September 30, 2021 and December 31, 2020 includes a write-down to reduce inventories to net realizable value of $ 546 and $ 298 , respectively.

OTHER NONCURRENT ASSETS

Other noncurrent assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands):

September 30, 2021 December 31, 2020

Deferred financing costs $ — $ 289

Other noncurrent assets 169 27

Total other noncurrent assets $ 169 $ 316

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities as of September 30, 2021 and December 31, 2020 were as follows (in thousands):

September 30, 2021 December 31, 2020

Payroll liabilities $ 1,970 $ 1,014

Accrued interest — 391

Accrued purchases and other 1,516 1,406

Deferred rent - current portion 591 545

Accrued expenses and other current liabilities $ 4,077 $ 3,356

PROPERTY AND EQUIPMENT, NET

Property and equipment, net as of September 30, 2021 and December 31, 2020 consists of the following (in thousands):

September 30, 2021 December 31, 2020

Lab and testing equipment $ 905 $ 625

Computers and related equipment 393 218

Office furniture and equipment 338 338

Vehicles 342 165

Leasehold improvements 4,725 4,709

Tooling equipment 20 —

Construction in progress 71 —

Total property and equipment 6,794 6,055

Less accumulated depreciation and amortization ( 1,959 ) ( 1,190 )

Property and equipment, net $ 4,835 $ 4,865

Depreciation and amortization expense related to property and equipment amounted to $ 271 and $ 769 recognized within research and development, sales and marketing, and general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021, respectively.

Depreciation and amortization expense were $ 259 and $ 679 for the three and nine months ended September 30, 2020, respectively.

Disposals of property and equipment were not material for the three and nine months ended September 30, 2021 and the year ended December 31, 2020.

Silicon Valley Bank Financing Facility

On April 26, 2021, the Company entered into a loan and security agreement (the "Agreement") with an affiliate of Silicon Valley Bank ("SVB" or the "Lender") in connection with the non-binding term sheet for a financing facility of up to $ 10,000 entered into on March 18, 2021.

Under the Agreement, the Lender shall make a term loan advance to the Company of $ 4,000 .

Subject to the terms and conditions of the Agreement, and upon the Company's request, the Lender shall make one term loan advance to the Company of $ 6,000 .

The interest rate on the term loan advance is calculated at 8 % per annum and payable monthly, in arrears.

entering the agreement, the $ 4,000 was drawn.

On May 13, 2021, the additional $ 6,000 was drawn.

The balance of $ 10,540 for the financing facility, including interest, was repaid on August 20, 2021.

Silicon Valley Bank Credit Facility

On August 16, 2019, the Company entered into a loan and security agreement with SVB.

Borrowings under this facility are secured by substantially all the Company’s assets, excluding intellectual property.

The term loan’s borrowings are subject to certain financial covenants and restrictions.

The Company complied with all financial covenants and restrictions as of September 30, 2021 and December 31, 2020.

The growth capital term loan facility is made up of a $ 4,000 loan amount, which was drawn in December 2019.

The Company began repaying the term loan under this facility beginning January 1, 2020 in equal monthly payments of principal, plus accrued interest.

The interest rate on the term loan is the greater of (a) the prime rate plus 0.75 % and (b) 5.5 %.

On April 20, 2020, the Company entered into a deferral agreement with SVB, whereby the payment dates for all monthly principal payments on the term loan falling due after the deferred agreement’s effective date was extended by six months .

Therefore, the Company did not make any principal payments for any term loans for the period from May 31, 2020 to December 31, 2020.

The Company accounted for this as a debt modification.

The balance of $ 2,333 for the term loan was repaid on September 7, 2021.

Paycheck Protection Program (PPP) Loan

On June 19, 2021, the Company received notice of the Paycheck Protection Program (PPP) forgiveness payment made to SVB by the Small Business Administration in the amount of $ 2,270 in principal and $ 27 in interest.

This amount represents the forgiveness of the total PPP loan the Company received in 2020 under the PPP Loan provisions of the CARES act.

As of September 30, 2021, there were no amounts outstanding under the PPP loan.

As of September 30, 2021 there were no borrowings outstanding.

As of December 31, 2020, the Company's borrowings consisted of (in thousands):

December 31, 2020

Silicon Valley Bank credit facility $ 3,334

Payroll Protection Program (PPP) Loan 2,270

Unamortized debt issuance costs - SVB financing and credit facility ( 27 )

Total borrowings, net of issuance costs $ 5,577

Borrowings - net of issuance costs, current portion $ 2,693

Borrowings - net of issuance costs, noncurrent portion 2,884

Total borrowings, net of issuance costs $ 5,577

CONVERTIBLE NOTES

During 2020, the Company entered into various convertible note agreements (“2020 Notes”) under which the Company may issue convertible equity instruments having an aggregate principal amount of up to $ 40,000 , a 3 % accruing dividend ("accrued interest") and a maturity date, extended in July 2021, of October 31, 2021.

During 2020 the Company received $ 30,000 in proceeds related to the 2020 Notes.

For the nine months ended September 30, 2021, the Company issued an additional $ 8,045 of convertible notes.

There were no new convertible notes issued in the three months ended September 30, 2021.

Pursuant to the terms of the 2020 Notes, upon the closing by the Company of a financing, all outstanding principal and unpaid accrued interest of the 2020 Notes will automatically convert into Company preferred stock sold (the "Next Financing Stock") at a “conversion price” equal to the lesser of:

(i) the original issue price per share paid in the Next Financing Stock multiplied by 90 %;

(ii) the price obtained by dividing $ 250,000 by the number of outstanding shares of common stock of the Company immediately prior to the Next Financing, as applicable.

In connection with the Business Combination on August 16, 2021, all outstanding principal and unpaid accrued interest of the 2020 Notes were converted into AEye Technologies' preferred stock and subsequently were converted into 20,778,097 shares of the Company's common stock.

Accordingly, at September 30, 2021, the convertible notes balance was $ 0 .

December 31, 2020

Convertible notes - face value $ 29,990

Unamortized issuance costs ( 175 )

Unamortized debt discount ( 753 )

Embedded derivative liability 17

Convertible notes - current $ 29,079

Embedded Derivative Liability

As outlined in the indenture governing the 2020 Notes, the 2020 Notes are automatically convertible, contingent upon the occurrence of certain events, most notably a financing (a “Next Financing”), defined as the issuance and sale of additional preferred stock (“Financing Stock”).

The redemption price is defined as a price per share equal to 90 % of the price per share paid by the other purchasers of the Financing Stock sold in the Next Financing.

The 2020 Notes are redeemable into the number of shares of Next Financing Stock needed to settle all of the aggregate amount of principal and unpaid interest owed to the holder of such notes, which is based on the ultimate price per share associated with the Financing Stock.

Consequently, the 2020 Notes are considered stock settled debt.

This redemption feature embedded in the 2020 Notes is considered to be a derivative that is required to be separately accounted for at fair value and subsequently remeasured to fair value at each reporting date.

Accordingly, upon issuance of the 2020 Notes, the Company recognized the fair value associated with the embedded derivative which resulted in an embedded derivative liability of approximately $ 1,520 , with an equal and offsetting debt discount.

Upon the close of the Business Combination on August 16, 2021, the embedded derivative was settled.

Accordingly, at September 30, 2021, the fair value of the embedded derivative liability wa s $ 0 .

The value of the embedded derivative liability at December 31, 2020 is presented together with the associated convertible notes on the condensed consolidated balance sheet.

INTEREST EXPENSE AND OTHER

Interest expense and other for the three and nine months ended September 30, 2021 and 2020 consisted of the following (in thousands):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Fair Value as at March 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2021 (2)

(1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

(2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $ 11.0 million during the six months ended June 30, 2021.

There were no transfers between levels during the three months ended June 30, 2021.

Note 9—Subsequent

The Company evaluated subsequent events and transactions

that occurred after the financial statements date through the date that the unaudited condensed consolidated financial statements were

available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures

in the unaudited condensed consolidated financial statements, except as set out below.

On July 21, 2021, the Company filed the Proxy

Statement with respect to the special meeting of stockholders to be held in connection with the previously announced business combination

with AEye (see Note 1) to approve the Merger Agreement and the other proposals set forth in the Proxy Statement.

In addition, on July

21, 2021, the Company issued a press release announcing that the SEC declared effective the Form S-4, the Company has filed the Proxy

Statement, the Company established July 12, 2021 as the record date for such special meeting of stockholders and that such special meeting

of stockholders will be held on August 12, 2021 at 9:30 a.m.

Eastern time.

Interest on term loan debt $ 235 $ 70 $ 630 $ 200

Interest on PPP loan — 6 11 10

Interest on convertible note 134 85 700 191

Amortization of issuance costs 288 13 725 45

Amortization of debt discount 209 227 752 509

Realized losses on sale of investments 53 — 53 —

Interest expense and other $ 919 $ 401 $ 2,871 $ 955

STOCKHOLDERS' EQUITY

The Company is authorized to issue 300,000,000 shares of common stock, par value $ 0.0001 per share, and 1,000,000 shares of preferred stock, par value $ 0.0001 per share.

As of September 30, 2021, the Company had 154,565,671 and 0 shares of common stock and preferred stock issued and outstanding, respectively.

Class A Common Stock — Class A common stock has the following rights:

Voting rights:

Each holder of Class A common stock will be entitled to one ( 1 ) vote in person or by proxy for each share of the Class A common stock held of record by such holder.

The holders of shares of the Class A common stock will not have cumulative voting rights.

Except as otherwise required in the Amended Charter or by applicable law, the holders of the Class A common stock vote together as a single class on all matters on which stockholders are generally entitled to vote.

Dividend rights:

Subject to any other provisions of the Amended Charter, each holder of Class A common stock will be entitled to receive, in proportion to the number of shares of the Class A common stock held, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board from time to time out of assets or funds of the Company legally available therefor.

Rights upon liquidation:

In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of the Company preferred stock that may then be outstanding, holders of shares of the Class A common stock will be entitled to receive ratably, in proportion to the number of shares of the Class A common stock held by them, all remaining assets of the Company available for distribution.

Preferred Stock — The Company has the authority, without stockholder approval, to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more class or series and to fix for each such class or series the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the Delaware General Corporation Law.

The issuance of the Company's preferred stock could have the effect of decreasing the trading price of the Class A common stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Class A common stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the

Although the Company does not currently intend to issue any shares of preferred stock, the Company may choose to do so in the future.

As discussed in Note 2, Recapitalization, the Company has retroactively adjusted the preferred shares issued and outstanding prior to August 16, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

Upon the Closing, all of the outstanding shares of preferred stock were cancelled and exchanged for share of the surviving Company's Class A common stock at the Exchange Ratio of 3.7208 , the exchange rate established in the Merger Agreement.

August 16, 2021

Preferred stock shares Exchange ratio Common stock shares

Series A Convertible preferred stock (pre-combination) 9,226,734 3.7208 34,330,838

Series B Convertible preferred stock (pre-combination) 7,156,991 3.7208 26,629,736

Total 16,383,725 60,960,574

The Company is authorized to issue up to 1,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share.

As of September 30, 2021, no shares of preferred stock were issued and outstanding.

Private and Public Warrants - As of September 30, 2021, the Company had 166,666 Private Placement warrants and 7,666,666 Public warrants outstanding.

Each warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share.

NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Net loss attributable to common stockholders $ ( 17,393 ) $ ( 3,778 ) $ ( 39,977 ) $ ( 17,495 )

Weighted average common shares outstanding- Basic 114,891,595 103,155,756 102,953,263 103,054,374

Dilutive effect of potential common shares — — — —

Weighted average common shares outstanding- Diluted 114,891,595 103,155,756 102,953,263 103,054,374

Net loss per share attributable to common stockholders - Basic and Diluted $ ( 0.15 ) $ ( 0.04 ) $ ( 0.39 ) $ ( 0.17 )

Net loss per share calculations for all periods prior to the Business Combination have been retroactively restated to the equivalent number of shares reflecting the Exchange Ratio of approximately 3.7208 shares.

The weighted average number of shares used to compute basic and diluted net loss per share excludes unvested early exercised common stock options subject to repurchase.

Due to net losses for the three and nine months ended September 30, 2021 and 2020, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.

The following table sets forth the anti-dilutive common share equivalents for the periods listed:

Common stock options issued and outstanding 29,405,800 19,876,796

Restricted stock units 1,738,132 —

Total 31,143,932 19,876,796

STOCK-BASED COMPENSATION

The Company has three equity incentive plans, the 2014 Equity Incentive Plan (the “2014 Plan”), the 2016 Equity Incentive Plan (the “2016 Plan”), and the 2021 Equity Incentive Plan (the “Incentive Plan”).

On August 16, 2021, the Company’s 2014 Plan and 2016 Plan were terminated in connection with the consummation of the Business Combination as defined in Note 1, but continue to govern the terms of outstanding equity awards that were granted prior to the termination of the plans.

2014 Plan and 2016 Plan

The 2014 and 2016 Plan provide for the grant of incentive stock options to employees only and non-statutory stock options and RSUs to employees, directors, and consultants of the Company.

As of August 16, 2021, the Company no longer grants equity awards pursuant to the 2014 Plan or 2016 Plan.

On November 17, 2020, Robert Brown was granted the option to purchase 3,262,743 shares of AEye, Inc.

common stock in accordance with the 2016 Plan subject to the vesting schedule set forth in the Notice of Grant of Stock Option (the "Brown Award").

The options granted contain a service-based and performance-based vesting condition.

In regards to the service-based vesting condition, the options vest 25 % at the first anniversary of the grant date, with the remaining vesting ratably over the next three years .

The performance condition states that 25 % of the options will vest immediately upon a Business Combination.

In connection with the Business Combination on August 16, 2021, 25 % of the options vested.

In January 2021, the Board approved an amendment and restatement of the 2016 Stock Plan to provide for the issuance of RSUs under the Plan and increase the number of shares of common stock of the Company reserved for issuance pursuant to the Plan by 1,153,448 shares to a new total of 33,121,386 .

As of September 30, 2021, 1,741,694 RSUs were granted.

The Board determines the terms of the awards, including the amount, fair market value and vesting provisions.

Under the 2016 Plan, options to purchase common stock generally vest over four years with 25 % vesting at the end of first year and the rest vesting monthly thereafter.

RSUs generally vest 25 % on the first anniversary of the grant date with the remaining RSUs vesting ratably over the next three years or they vest ratably over the four years .

Under the 2014 Plan, the vesting period for options to purchase common stock range from immediate to four years .

Under each plan, the options expire ten years from the date of grant.

On June 28, 2021, the Company entered into an Option Repurchase and Release Agreement to purchase 542,615 vested options for $ 1,500 from an executive awarded with these options under the Company's 2016 Plan.

Based on the term of the agreement the consideration is transferred following the closing of the first "Exit Event," defined as any of the following:

(a) the Business Combination described in in the Merger Agreement and preliminary S-4 registration statement filed with the Securities and Exchange Commission on May 13, 2021;

(b) a transaction whereby a special purpose acquisition company acquires equity interests of the

or (d) the first firm commitment underwritten public offering pursuant to an effective registration statement on an established national or foreign securities exchange covering the offer and sale by the Company.

In connection with the Business Combination, the consideration of $ 1,500 was paid to the executive.

2021 Equity Incentive Plan

On August 16, 2021, the stockholders approved the 2021 Equity Incentive Plan.

The purpose of the Incentive Plan is to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities, and to promote the success of the Company’s business.

The Company’s 2021 Equity Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, performance stock unit awards, and other forms of equity compensation (collectively, “equity awards”).

All awards within the Incentive Plan may be granted to employees, including officers, as well as directors and consultants, within the limit defined in the Incentive Plan.

Shares of the Company's common stock in the amount of 15,440,430 have been initially reserved for issuance under the Incentive Plan.

The Incentive Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2032, equal to 5 % of the shares of the Company's common stock outstanding on December 31, 2021 for the first year and by 3 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year for each year thereafter, or a lesser number of shares as determined by the Board of Directors.

As of September 30, 2021, 211,610 RSUs were granted to certain individuals under the 2021 Equity Incentive Plan.

A summary of stock option activity related to the Plans for the nine months ended September 30, 2021 is as follows:

Outstanding Stock Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value

Balance at December 31, 2020

31,618,135 $ 0.48 8.3 $ 112,548

Exercised ( 204,119 ) —

Forfeited ( 1,268,998 ) 0.52

Expired ( 196,603 ) 0.36

Repurchased ( 542,615 ) 0.18

Balance at September 30, 2021 (unaudited)

29,405,800 $ 0.49 7.6 $ 146,451

Vested and expected to vest as of September 30, 2021 (unaudited)

27,316,771 $ 0.48 7.5 $ 136,331

Vested and exercisable as of September 30, 2021 (unaudited)

16,673,653 $ 0.39 6.7 $ 84,668

The aggregate intrinsic value is the difference between the current fair value of the underlying common stock and the exercise price for in-the-money stock options.

The total fair value of options vested during the nine months ended September 30, 2021 was $ 2,267 .

The fair value of shares vested is calculated based on grant date fair value.

The following table summarizes the RSU award activity under the Plans:

Shares Weighted Average Grant date Fair Value per Share

Unvested at December 31, 2020

Granted 1,953,304 $ 8.69

Forfeited ( 17,413 ) 8.45

Vested ( 197,759 ) 8.78

Unvested at September 30, 2021 (unaudited)

1,738,132 $ 8.69

Stock-Based Compensation Expense — The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020 (in thousands):

Three months ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Research and development $ 665 $ 93 $ 2,062 $ 341

Sales and marketing 398 35 1,171 116

General and administrative 1,229 144 3,289 358

Total stock-based compensation $ 2,292 $ 272 $ 6,522 $ 815

The weighted-average grant date fair value of options granted during the nine months ended September 30, 2021 and 2020 was $ 0 and $ 0.99 respectively.

As of September 30, 2021, the Company had $ 8,308 of unrecognized compensation expense for related stock option grants, including $ 3,627 related to the Brown Award.

This cost is expected to be recognized over an estimated weighted average period of 2.40 years.

The total unrecognized compensation expense for RSUs, net of estimated forfeitures, was $ 11,009 as of September 30, 2021 which is expected to be recognized over an estimated weighted average period of 3.17 years.

The Company estimates the fair value of stock-based awards on grant date using the Black-Scholes option-pricing model, which requires the input of subjective assumptions as discussed below, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends.

The risk-free interest rate is based on the yields of U.S.

Treasury securities with maturities similar to the expected term of the options for each option group.

Each of these inputs are based on highly subjective assumptions and require significant judgment.

During the three and nine months ended September 30, 2021, the Company granted no new options.

Expected Term —The expected term of options granted to employees is based on the expected life of the stock options, giving consideration to the contractual terms and vesting schedules.

Expected Volatility —Expected volatility was estimated based on comparable companies’ reported volatilities.

Risk-Free Interest Rate —The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards.

Dividend Yield —The expected dividend-yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

Disaggregation of Revenue

The Company recognized the following revenues by geographic area based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

Total revenue based on the disaggregation criteria described above are as follows (in thousands):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Revenue by primary geographical market:

United States

Other European countries 47 75 111 110

20 1,050 145 1,050

Revenue by timing of recognition:

Recognized at a point in time

Recognized over time

Contract Liabilities

Contract liabilities consist of deferred revenue.

Deferred revenue includes billings in excess of revenue recognized and is recognized as revenue when the Company performs under the contract.

Contract liabilities consisted of the following as of September 30, 2021 (in thousands):

As of September 30, 2021

Contract liabilities, current $ 245

Contract liabilities, long-term —

The following table shows the significant changes in contract liabilities balance as of September 30, 2021 (in thousands):

Beginning balance - December 31, 2020 $ 660

Revenue recognized that was included in the contract liabilities beginning balance ( 570 )

Increase due to cash received and performance obligations not yet satisfied during the period

Ending balance - September 30, 2021 (unaudited)

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied.

It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed.

The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract.

Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year.

The deferred revenue balance at September 30, 2021 is expected to be recognized over the next twelve months .

Prior to the Business Combination, AEye Technologies, and CF III filed separate standalone federal, state, and local income tax returns.

As a result of the Business Combination, AEye Technologies will file a consolidated income tax return.

For legal purposes, CF III acquired AEye Technologies, and the transaction represents a reverse acquisition for federal income tax purposes.

CF III will be the parent of the consolidated group with AEye Technologies as a subsidiary, but in the year of the closing of the Business Combination, AEye Technologies will file a full-year tax return with CF III joining in the return the day after the Closing.

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

For the three and nine months ended September 30, 2021 and 2020, the Company recognized no provision for income taxes.

Utilization of net operating loss carryforwards, tax credits, and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.

COMMITMENTS AND CONTINGENCIES

The Company primarily leases offices, under noncancellable operating lease agreements that expire from 2022 to 2026.

During 2019 the Company entered into a rental agreement for the Company’s headquarters in Dublin, California.

Under the agreement the Company is provided an option to extend the lease term one time for a period of five years and the Company received leasehold improvement incentives of $ 3,845 .

As of September 30, 2021, the leasehold improvement incentive balance was $ 0 .

The Company recognizes rent expense on a straight-line basis over the lease period.

Rental expense is principally for leased office space and was $ 1,421 and $ 1,481 within the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021 and 2020, respectively.

Deferred rent liabilities, including deferred lease incentives, were $ 3,776 and $ 4,175 as of September 30, 2021 and December 31, 2020 within the condensed consolidated balance sheets.

Future minimum payments as of September 30, 2021 under the noncancellable operating leases are as follows (in thousands):

2021 (remaining three months) $ 575

2025 and after 4,824

Total minimum lease payments $ 12,483

On February 25, 2021, the Company entered into a non-binding memorandum of understanding with a leading global automotive electronics supplier, but committed to pay the counterparty $ 3,800 under the arrangement as part of their joint development efforts.

The arrangement between the parties is not binding until an agreement is signed by both parties detailing the terms and conditions of the agreement.

At September 30, 2021, such an agreement has not yet been drafted or signed either party.

Contingencies —The Company may be subject to legal proceedings and claims that arise in the ordinary course of business.

Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company.

RELATED PARTIES

On February 25, 2021, the Company entered into a non-binding memorandum of understanding with a leading global automotive electronics supplier, which is also an existing investor.

The Company committed to pay the counterparty $ 3,800 under the arrangement as part of their joint development efforts.

In July 2019, the Company entered into an agreement with an investor of the Company and major supplier to the automaker segment for a total transaction price of $ 1,500 .

Under the arrangement the Company agreed to cooperate on the R&D costs associated with bidding on a supply contract with a major automaker.

The Company determined that there were two performance obligations associated with the promises under the arrangement, with one being specified R&D efforts and the other related to the delivery of samples and approvals.

Further the Company determined that the transaction price associated with these two performance obligations should be allocated $ 1,000 to the R&D efforts and $ 500 to the delivery of samples and approvals.

The Company determined that the performance obligation associated with the R&D efforts should be recognized over time given the customer simultaneously receives and consumes the benefits provided by the Company’s performance, and the performance obligation associated with the delivery of samples and approvals should be recognized at a point in time, as the over time criteria was not met.

During 2019, the Company recognized revenue of $ 1,000 over time.

Further, the Company recorded $ 500 within deferred revenue on the condensed consolidated balance sheet at December 31, 2020 and 2019.

For the nine months ended September 30, 2021, the Company satisfied the performance obligation and recognized the $ 500 .

Since November 2016, the Company has employed a sibling of Mr.

Dussan, the Company’s Chief Technology Officer, who held the position of Sr.

Manager of Human Resources in 2020 and at September 30, 2021.

In 2020 and for the nine months ended September 30, 2021, Mr.

Dussan’s sibling received total cash compensation of $ 115 and $ 100 , respectively.

In 2020 he was granted options to purchase 138 shares of common stock with an exercise price of $ 0.17 per share.

For the nine months ended September 30, 2021, Mr.

Dussan's sibling was granted 1,860 RSUs.

In addition, he participates in all other benefits that the Company generally offers to all of its employees.

SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 12, 2021 and determined that there were no such events requiring recognition or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements