DUBLIN, Calif. and NEW
YORK, Feb. 17, 2021
/PRNewswire/ -- AEye, Inc. ("AEye"), the global leader in
active, high-performance LiDAR solutions, and CF Finance
Acquisition Corp. III (Nasdaq: CFAC) ("CF III"), a special purpose
acquisition company sponsored by Cantor Fitzgerald, today announced
they have entered into a definitive merger agreement. The combined
company will be called AEye Holdings, Inc. and is expected to be
publicly listed on Nasdaq following the close of the
transaction.
AEye's proprietary active sensing, intelligent
LiDAR delivers industry-leading performance that addresses the
most difficult challenges facing autonomous driving. While
traditional sensing systems passively collect data,
AEye's active LiDAR leverages principles from automated
targeting systems and biomimicry to scan everything while
intelligently focusing on what matters in order to enable safer,
smarter, and faster decisions in complex scenarios. As a result,
AEye's active LiDAR uniquely enables higher levels of autonomous
functionality (SAE L2-L5) at the optimal performance, power, and
price. The proposed transaction will expand AEye's technology
leadership and accelerate the adoption of its active,
high-performance LiDAR across key markets.
"Active LiDAR is a game changing technology with the potential
to transform many industries,'' said Blair LaCorte, CEO of AEye. "With our
unique modular system design and go-to-market strategy, we can
deliver solutions via technology licensing, custom component
bundling, or an integrated hardware and software system. Our
established partnerships with leading Tier 1 automotive suppliers
(such as Continental) strongly position us to deliver Advanced
Driver Assistance Systems (ADAS) solutions that will increase
vehicle safety and enable new performance features, such as highway
autopilot. Additionally, our contract manufacturing and system
integrator partners can customize our platform to meet the specific
needs of various markets, including trucking, mining, Intelligent
Traffic Systems and railways."
Howard Lutnick, Chairman and CEO
of CF III and Chairman and CEO of Cantor Fitzgerald, stated,
"AEye's capital light, high margin channel business model, which
leverages outsourced manufacturing, makes the company well
positioned for commercial success across automotive, industrial and
mobility markets. We are thrilled to partner with the company's
visionary team, who have a demonstrated track record as public
company executives, and who have built an enterprise-scale
technology business."
AEye was founded in 2013 by Luis
Dussan to create low-cost and high-performance artificial
intelligence (AI)-driven sensing systems that exceed the
capabilities of the human eye and visual cortex.
Dussan's mission was to design deterministic artificial
intelligence sensing systems that adhere to automotive functional
safety standards. Prior to founding AEye, Dussan was at Northrop
Grumman and Lockheed Martin, where he was responsible for designing
mission-critical targeting systems for fighter jets and ground
troops that uniquely search, acquire, and track threats. At AEye,
Dussan applied the same principles to create the highest performing
active sensing and perception systems used to address the most
challenging situations, ensuring the highest levels of safety for
autonomous driving.
AEye's intelligent Detection and Ranging platform (iDARâ„¢)
leverages an agile MEMS-based scanner, 1550nm laser, and bistatic
advanced receiver with embedded deterministic artificial
intelligence to deliver high-performance at a low cost. iDAR's
modular, software configurable platform leverages intelligence at
the edge to achieve exceptional range, resolution, and frame rate,
and through its proprietary active scanning, the ability to capture
intraframe radial and lateral velocity. Complementing other
sensors like RADAR and cameras, iDAR assists AEye and its
partners in delivering a complete sensor suite to address any
use case in automotive, industrial and mobility markets. iDAR
technology is based on a large and diverse patent portfolio of over
80 patents with more than 3000 claims.
Following completion of the transaction, AEye will retain its
experienced management team, with Blair
LaCorte as CEO, Luis Dussan
as CTO and Bob Brown as CFO.
Transaction Details
The Board of Directors of each of
AEye and CF III have unanimously approved the transaction. The
transaction will require the approval of the stockholders of CF III
and AEye, and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. The
transaction is expected to close in the second quarter of 2021.
Assuming no redemptions by CF III stockholders, the transaction
is expected to deliver up to $455
million of gross proceeds, including the contribution of up
to $230 million of cash held in CF
III's trust account. The transaction is further supported by a
$225 million fully-committed PIPE
anchored by strategic and institutional investors including GM
Ventures, Subaru-SBI, Intel Capital, Hella Ventures, Taiwania
Capital, and other undisclosed investors to be announced.
All cash remaining in CF III at the closing of the transaction
after paying off transaction expenses and CF III liabilities is
expected to be used to retire debt and to add cash to AEye's
balance sheet for working capital, growth capex and other general
corporate purposes.
AEye shareholders will retain 100% of their equity holdings in
the combined company.
Advisors
Guggenheim Securities is serving as financial
advisor and capital markets advisor to AEye. DLA Piper LLP (US) is
serving as legal advisor to AEye. Financial Profiles is serving as
investor relations advisor for AEye.
Cantor Fitzgerald & Co. is serving as financial and capital
markets advisor to CF III. Hughes Hubbard & Reed LLP and
Ellenoff Grossman & Schole LLP are serving as legal advisors to
CF III.
Cantor Fitzgerald & Co. is serving as placement agent to CF
III for the PIPE offering.
Investor Webcast Information
Management of AEye and
CF III will host a joint investor webcast to discuss the
proposed transaction on February 17,
2021 at 7:30 am ET. The
investor webcast will be made available at AEye's website
https://www.aeye.ai/investor_relations. On the webcast, the
presenters will be reviewing an investor presentation, which will
be available on CF III's and AEye's websites and filed with
the SEC as an exhibit to CF III's Current Report on Form 8-K prior
to the webcast, and available on the SEC website at
www.sec.gov.
About AEye
AEye is the premier provider of
high-performance, active LiDAR systems for vehicle autonomy,
advanced driver-assistance systems (ADAS), and robotic vision
applications. AEye's software-definable iDARâ„¢ (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. The company is based in the San Francisco Bay Area and backed by
world-renowned financial investors including Kleiner
Perkins and Taiwania Capital, as well as GM Ventures,
Continental AG, Hella Ventures, LG Electronics, Subaru-SBI, Pegasus
Ventures (Aisin), Intel Capital, SK Hynix and Airbus Ventures.
About CF Finance Acquisition Corp. III
CF Finance
Acquisition Corp. III is a newly organized blank check company
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 CF
III focuses on industries where its management team and
founders have experience and insights and can bring significant
value to business combinations. CF Finance Acquisition Corp. III is
led by Chairman and Chief Executive Officer Howard W. Lutnick.
About Cantor Fitzgerald
CF III is sponsored by Cantor
Fitzgerald. Cantor Fitzgerald, with over 12,000 employees, is a
leading global financial services group at the forefront of
financial and technological innovation and has been a proven and
resilient leader for over 70 years. Cantor Fitzgerald & Co. is
a preeminent investment bank serving more than 5,000 institutional
clients around the world, recognized for its strengths in fixed
income and equity capital markets, investment banking, SPAC
underwriting and PIPE placements, prime brokerage, and commercial
real estate and for its global distribution platform. Cantor
Fitzgerald & Co. is one of the 24 primary dealers authorized to
transact business with the Federal Reserve Bank of New York. Cantor Fitzgerald is a leading SPAC
sponsor, having completed multiple initial public offerings and
announced multiple business combinations through its CF Acquisition
platform. For more information, please visit: www.cantor.com.
Important Information and Where to Find It
This press
release relates to a proposed transaction between CF III and AEye.
This press release does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
transaction described herein, CF III intends to file relevant
materials with the SEC, including a registration statement on Form
S-4, which will include a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all CF III stockholders. CF
III also will file other documents regarding the proposed
transaction with the SEC. Before making any voting or investment
decision, investors and security holders of CF III are urged to
read the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by CF III
through the website maintained by the SEC at www.sec.gov or by
directing a request to CF III to 110 East 59th Street, New York, NY 10022 or via email at
CFFinanceIII@cantor.com or at (212) 938-5000.
Participants in the Solicitation
CF III and AEye and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from CF III's
stockholders in connection with the proposed transaction.
Information about CF III's directors and executive officers and
their ownership of CF III's securities is set forth in CF III's
filings with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of CF III or AEye,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the proposed transactions and CF III. Such
forward-looking statements include, but are not limited to,
statements regarding the closing of the combination and the
expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the business combination, and future business
plans of the AEye and CF III management teams, including AEye's
products, revenue growth and financial performance, facilities,
product expansion and services. Forward-looking statements are
sometimes accompanied by words such as "believe," "continue,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "predict," "plan," "may,"
"should," "will," "would," "potential," "seem," "seek," "outlook"
and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. These statements are based on various
assumptions, whether or not identified in this press release. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of CF III and AEye. Many factors could cause
actual future events to differ from the forward-looking statements
in this press release, including but not limited to: (i) the risk
that the transaction may not be completed in a timely manner or at
all, which may adversely affect the price of CF III's securities,
(ii) the risk that the transaction may not be completed by CF III's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by CF
III, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval by the
stockholders of CF III, the satisfaction of the minimum trust
account amount following any redemptions by CF III's public
stockholders and the receipt of certain governmental and regulatory
approvals, (iv) the inability to complete the PIPE offering, (v)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement, (vi)
the effect of the announcement or pendency of the transaction on
AEye's business relationships, operating results, and business
generally, (vii) risks that the transaction disrupts current plans
and operations of AEye and potential difficulties in AEye employee
retention as a result of the transaction, (viii) the outcome of any
legal proceedings that may be instituted against AEye or against CF
III related to the merger agreement or the transaction, (ix) the
ability to maintain the listing of CF III stock on the Nasdaq Stock
Market, (x) volatility in the price of CF III's securities, (xi)
changes in competitive and regulated industries in which AEye
operates, variations in operating performance across competitors,
changes in laws and regulations affecting AEye's business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the transaction, and identify and realize
additional opportunities, (xiii) the potential inability of AEye to
increase its manufacturing capacity or to achieve efficiencies
regarding its manufacturing process or other costs, (xiv) the
enforceability of AEye's intellectual property, including its
patents and the potential infringement on the intellectual property
rights of others, (xv) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which
AEye operates, (xvi) the potential inability of AEye to enter into
definitive agreements, partnerships or other commitments with
original equipment manufacturers, contract manufacturers, suppliers
and other strategic partners and (xvii) costs related to the
transaction and the failure to realize anticipated benefits of the
transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions. These risks and uncertainties may be
amplified by the COVID-19 pandemic, which has caused significant
economic uncertainty. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of CF III's Form S-1 Registration Statement, the form S-4
Registration Statement that CF III will file, which will include a
proxy statement/prospectus and other documents filed or to be filed
by CF III from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and AEye and CF III assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
AEye nor CF III gives any assurance that either AEye or CF III will
achieve its expectations.
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SOURCE AEye, Inc.; CF Finance Acquisition Corp. III