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Correspondence 0000947871-23-000954 from AEye, Inc. (LIDR)

AEye, Inc.
Date: Sept. 22, 2023 · CIK: 0001818644 · Accession: 0000947871-23-000954

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File numbers found in text: 333-274546

Date
September 22, 2023
Author
By
Form
CORRESP
Company
AEye, Inc.

Letter

Via EDGAR Transmission Division of Corporation Finance AEye Inc. Registration Statement on Form S-3 Filed September 15, 2023 File No. 333-274546

Dear Ms. Sidwell:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of AEye Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September 26, 2023, or as soon thereafter as practicable.

Please contact Chris Forrester of Shearman & Sterling LLP, counsel to the Company, at 858-342-4705, or in his absence, Yian Huang at 484-797-8229, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely,
AEye Inc.

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CORRESP
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AEye Inc.

One Park Place, Suite 200

Dublin, CA 94568

September 22, 2023

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:	Sarah Sidwell

    Re:

    AEye Inc.

    Registration Statement on Form S-3

    Filed September 15, 2023

    File No. 333-274546

Dear Ms. Sidwell:

In accordance with Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective
date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of AEye Inc. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September 26, 2023, or as soon
thereafter as practicable.

Please contact Chris Forrester of Shearman
& Sterling LLP, counsel to the Company, at 858-342-4705, or in his absence, Yian Huang at 484-797-8229, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    AEye Inc.

    By:
    /s/ Andrew Hughes

    Andrew Hughes

    General Counsel and Secretary

cc:  Matthew Fisch, AEye Inc.

Conor Tierney, AEye Inc.

Chris Forrester, Shearman & Sterling LLP

Yian Huang, Shearman & Sterling LLP