SecProbe.io

CORRESP
 1
 filename1.htm

 AEye, Inc.

 4670 Willow Road, Suite 125

 Pleasanton, CA 94588

 August 14, 2025

 Via EDGAR Transmission

 Erin Donahue

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 AEye, Inc.
 Registration Statement on Form S-3
 Filed August 11, 2025
 File No. 333-289462

 Dear Ms. Donahue:

 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 12:00 p.m. Eastern Time on August 15, 2025, or as soon thereafter as practicable.

 Please contact Chris Forrester of Allen Overy Shearman Sterling US 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 S. Hughes
 Andrew S. Hughes
 Senior Vice President, Corporate Secretary and
 General Counsel

 cc: Matthew Fisch, AEye, Inc.
Chris Forrester, Allen Overy Shearman Sterling US LLP
Yian Huang, Allen Overy Shearman Sterling US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Matthew Fisch
Chief Executive Officer
AEye, Inc.
4670 Willow Road, Suite 125
Pleasanton, CA 94588

 Re: AEye, Inc.
 Registration Statement on Form S-3
 Filed on August 11, 2025
 File No. 333-289462
Dear Matthew Fisch:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Yian Huang
Partner
Allen Overy Shearman Sterling LLP
1460 El Camino Real
2nd Floor
Menlo Park
Silicon Valley, CA 94025

 Re: AEye, Inc.
 Definitive Additional Soliciting Materials
 Filed April 28, 2025
 File No. 001-39699
Dear Yian Huang:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Definitive Additional Soliciting Materials
Letter to Stockholders, page 1

1. Avoid issuing statements in your proxy filings that directly or
indirectly impugn
 the character, integrity or personal reputation or make charges of
illegal, improper or
 immoral conduct without factual foundation. Disclose the factual
foundation for such
 assertions or delete the statements. In this regard, note that the
factual foundation for
 such assertions must be reasonable. Refer to Rule 14a-9. Please provide
us
 supplementally the factual foundation for the following disclosures:

 references to "disgruntled" stockholders and former employees.
 that the Dissident Group's interest in the current proxy contest
is driven by
 "personal vendettas and is at the expense of ALL stockholders."
 April 29, 2025
Page 2

 that the Dissident Group "has a track record of corporate
mismanagement."
 that the Dissident Group "has made false and misleading claims in
an attempt to
 advance their personal agenda."
 a reference to the "Dissident Group's past mismanagement of AEye."
 that the Dissident Group aims "to mislead stockholders for revenge
and personal
 gain."
 references to Mr. Wuller's messages as "unprofessional and
unproductive."
2. Each statement or assertion of opinion or belief must be clearly
characterized as such,
 and a reasonable factual basis must exist for each such opinion or
belief. Support for
 opinions or beliefs should be self-evident, disclosed in the filing or
provided to the
 staff on a supplemental basis. With a view toward revised disclosure,
provide support
 for your statements:

 that Mr. Fisch "inherited a company with great technological
promise but facing
 several significant challenges, including undisciplined capital
allocation and
 product development that left the company in peril."
 that Apollo is a "game-changing" product that has "leapfrogged the
 competition..."
 that suggest the absence of Mr. Dunn from your board (and
assumption that one
 or more of the Dissident Group nominees are on the board) could
result in your
 non-compliance with Nasdaq's board independence requirements.
 that if the Dissident Group proposals are adopted (despite being
advisory in
 nature) would practically prohibit the company from its current
business plan.
 that Ms. Bauer and Mr. Wuller are "likely close friends" because
they live in the
 same small town.
3. Refer to the bullet point describing the release of Apollo. Please
revise your disclosure
 to clarify, if true, that the creation and development, at least in
part, began prior to Mr.
 Fisch joining the company.
4. Refer to your discussion of the company's office lease agreement. Revise
to clarify
 whether or not the board of directors approved the execution of the
lease agreement.
5. Please provide us support for your disclosure regarding the lawsuit by
the Department
 of Justice against Ms. Bauer.
 April 29, 2025
Page 3

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Daniel Duchovny at 202-551-3619.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

February 28, 2025

Via EDGAR Transmission

Erin Donahue

Asia Timmons-Pierce

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    AEye, Inc.

    Registration Statement on Form S-1/A

    Filed February 25, 2025

    File No. 333-284323

Dear Ms. Donahue:

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-1/A (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 March 4, 2025, or as soon thereafter
as practicable.

Please contact Chris Forrester of Allen
Overy Shearman Sterling US 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 S. Hughes

    Andrew S. Hughes

    Senior Vice President, Corporate Secretary and

    General Counsel

 cc: Matthew Fisch, AEye, Inc.

Chris Forrester, Allen Overy Shearman Sterling US LLP

Yian Huang, Allen Overy Shearman Sterling US LLP

CORRESP
1
filename1.htm

    1460 El Camino Real, 2nd Floor

    Menlo Park, CA 94025

    +1.650.838.3600

February 12, 2025

VIA EDGAR

Erin Donahue

Asia Timmons-Pierce

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AEye, Inc.

    Registration Statement on Form S-1

    Filed January 16, 2025

    File No. 333-284323

Dear Ms. Donahue:

On behalf of AEye, Inc. (the “Company”),
we are submitting this letter in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”)
contained in your letter dated January 28, 2025 (the “Comment Letter”), regarding the above referenced Registration
Statement on Form S-1 (the “Registration Statement”), which was filed by the Company with the United States Securities
and Exchange Commission (the “Commission”) on January 16, 2025.

For the convenience of the Staff,
the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which the Company
has incorporated into this response letter in italicized type, and which is followed by the Company’s response. Capitalized terms
used herein but not defined shall have the meanings ascribed to them in the Registration Statement.

General

 1. Comment: We note that you have not yet filed your Form 10-K for
your most recently completed fiscal year, and therefore appear to be ineligible to incorporate by reference on Form S-1. Please amend
your registration to include all disclosure required by Form S-1 or file your Form 10-K for the fiscal year ended December 31, 2024, and
update accordingly. Refer to General Instruction VII.C. of Form S-1.

Response: The Company acknowledges
the Staff’s comment and plans on filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024
10-K”) and subsequently updating the Registration Statement by filing an Amendment No.1 (the “Amendment No.1”)
to use incorporation by reference in accordance with General Instruction VII.C. of Form S-1.

    AOSHEARMAN.COM

    Allen Overy Shearman Sterling US LLP is a limited liability partnership organized under the laws of the State of Delaware. Allen Overy Shearman Sterling US LLP is affiliated with Allen Overy Shearman Sterling LLP, a limited liability partnership registered in England and Wales with registered number OC306763 and with its registered office at One Bishops Square, London E1 6AD.  It is authorized and regulated by the Solicitors Regulation Authority of England and Wales (SRA number 401323).  The term partner is used to refer to a member of Allen Overy Shearman Sterling LLP or an employee or consultant with equivalent standing and qualifications.  A list of the members of Allen Overy Shearman Sterling LLP and of the non-members who are designated as partners is open to inspection at its registered office at One Bishops Square, London E1 6AD.

 2. Comment: Please include compensation information for the fiscal year ended December 31, 2024.

Response: The Company acknowledges
the Staff’s comment and plans on including the compensation information in the 2024 10-K (to be incorporated by reference into the
Registration Statement) or in the Amendment No.1.

 3. Comment: We note that you seek to register 1,319,316 shares of common stock that may be issued
to Dowslake Microsystems Corporation in connection with the prepayment of the Dowslake Note. Please note that it is not appropriate to
register the resale of common stock underlying a convertible security that has not yet been issued, unless the selling shareholder is
irrevocably bound to purchase the convertible security and is at market risk at the time the registration statement is filed. Here, it
appears that Dowslake is able to exercise discretion as to the allocation of payment on the note, and so it is not irrevocably bound to
purchase the securities. Please advise or revise your registration statement as necessary to remove the resale of all shares underlying
the Dowslake Note. Refer to Question 139.11 of the Compliance and Disclosure Interpretations relating to the Securities Act.

Response: The Company acknowledges
the Staff’s comment and plans on revising the Registration Statement through Amendment No.1 to remove the registration of 1,319,316
shares of Common Stock that may be issuable pursuant to the terms of the Dowslake Note.

If you have any questions regarding
the responses to the comments of the Staff, or require additional information, please contact me by phone at (650) 838 - 3720.

    Sincerely,

    /s/ Yian Huang

    Yian Huang

    cc:

    Andrew Hughes (AEye, Inc.)

    Chris Forrester (Allen Overy Shearman Sterling US
    LLP)

February 12, 2025

Page 2 of 2

January 28, 2025
Matthew Fisch
Chief Executive Officer
AEye, Inc.
4670 Willow Road, Suite 125
Pleasanton, CA 94588
Re:AEye, Inc.
Registration Statement on Form S-1
Filed January 16, 2025
File No. 333-284323
Dear Matthew Fisch:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 16, 2025
General
1.We note that you have not yet filed your Form 10-K for your most recently completed
fiscal year, and therefore appear to be ineligible to incorporate by reference on Form
S-1. Please amend your registration to include all disclosure required by Form S-1 or
file your Form 10-K for the fiscal year ended December 31, 2024, and update
accordingly.  Refer to General Instruction VII.C. of Form S-1.
2.Please include compensation information for the fiscal year ended December 31,
2024.

January 28, 2025
Page 2
3.We note that you seek to register 1,319,316 shares of common stock that may be
issued to Dowslake Microsystems Corporation in connection with the prepayment of
the Dowslake Note. Please note that it is not appropriate to register the resale of
common stock underlying a convertible security that has not yet been issued, unless
the selling shareholder is irrevocably bound to purchase the convertible security and is
at market risk at the time the registration statement is filed. Here, it appears that
Dowslake is able to exercise discretion as to the allocation of payment on the note,
and so it is not irrevocably bound to purchase the securities. Please advise or revise
your registration statement as necessary to remove the resale of all shares underlying
the Dowslake Note. Refer to Question 139.11 of the Compliance and Disclosure
Interpretations relating to the Securities Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

August 19, 2024

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:     Jenny O’Shanick

    Re:

    AEye, Inc.

Registration Statement on Form S-1

    File No. 333-281235

Dear Ms. O’Shanick:

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-1 (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 August 21, 2024, or as soon thereafter
as practicable.

Please contact Chris Forrester of Allen
Overy Shearman Sterling US 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, Allen Overy Shearman Sterling US LLP

                                            Yian Huang, Allen Overy Shearman Sterling US LLP

CORRESP
1
filename1.htm

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

August 9, 2024

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:     Jenny O’Shanick

    Re:

    AEye, Inc.

    Registration Statement on Form S-1

    Filed August 5, 2024

    File No. 333-281235

Dear Ms. O’Shanick:

Reference is made to our letter, filed
as correspondence via EDGAR on August 7, 2024, in which we requested acceleration of the effective date of the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) to 4:00 p.m. Eastern Time on August 9, 2024, or as soon thereafter as
practicable. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby formally,
and with immediate effect, withdraw our request for acceleration of the effective date.

    Sincerely,

    AEye, Inc.

    By:     	/s/
    Andrew Hughes

    Andrew Hughes

    General Counsel and Secretary

 cc: Matthew Fisch, AEye, Inc.

                                            Conor Tierney, AEye, Inc.

                                            Chris Forrester, Allen Overy Shearman Sterling US LLP

                                            Yian Huang, Allen Overy Shearman Sterling US LLP

August 7, 2024
Matthew Fisch
Chief Executive Officer
AEye, Inc.
4670 Willow Road, Suite 125
Pleasanton, CA 94588
Re:AEye, Inc.
Registration Statement on Form S-1
File No. 333-281235
Dear Matthew Fisch:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Yian Huang

CORRESP
1
filename1.htm

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

August 7, 2024

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:     Jenny O’Shanick

    Re:

    AEye, Inc.

    Registration Statement on Form S-1

    Filed August 5, 2024

    File No. 333-281235

Dear Ms. O’Shanick:

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-1 (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 August 9, 2024, or as soon thereafter
as practicable.

Please contact Chris Forrester of Allen
Overy Shearman Sterling US 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, Allen Overy Shearman Sterling US LLP

Yian Huang, Allen Overy Shearman Sterling US LLP

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
September 22, 2023
Andrew Hughes
General Counsel
AEye, Inc.
One Park Place, Suite 200
Dublin, CA 94568
Re:AEye, Inc.
Registration Statement on Form S-3
Filed on September 15, 2023
File No. 333-274546
Dear Andrew Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christopher Forrester

United States securities and exchange commission logo
October 25, 2022
Andrew Hughes
General Counsel
AEye, Inc.
One Park Place, Suite 200
Dublin, CA 94568
Re:AEye, Inc.
Registration Statement on Form S-3
Filed on October 19, 2022
File No. 333-267937
Dear Andrew Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AEye Inc.

One Park Place, Suite 200

Dublin, CA 94568

October 25, 2022

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:	    Bradley Ecker

    Re:

    AEye Inc.

    Registration Statement on Form S-3

    Filed October 19, 2022

    File No. 333-267937

Dear Mr. Ecker:

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 October 27, 2022, 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:
    Blair LaCorte, AEye Inc.

    Robert Brown, AEye Inc.

    Chris Forrester, Shearman & Sterling LLP

    Yian Huang, Shearman & Sterling LLP

CORRESP
1
filename1.htm

AEye, Inc.

One Park Place, Suite 200

Dublin, CA 94568

May 12, 2022

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:	Greg Herbers

    Re:

    AEye, Inc.

    Registration Statement on Form S-1

    Filed May 6, 2022

    File No. 333-264727

Dear Mr. Herbers:

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-1 (the “Registration Statement”) of AEye, Inc. (the “Company”).
We respectfully request that the Registration Statement become effective as of 2:00 p.m. Eastern Time on May 16, 2022, 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:
  Blair LaCorte, AEye, Inc.

  Chris Forrester, Shearman & Sterling LLP

  Yian Huang, Shearman & Sterling LLP

United States securities and exchange commission logo
May 12, 2022
Andrew Hughes
General Counsel
AEye, Inc.
One Park Place, Suite 200
Dublin, CA 94568
Re:AEye, Inc.
Registration Statement on Form S-1
Filed May 6, 2022
File No. 333-264727
Dear Mr. Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Chris Forrester

CORRESP
1
filename1.htm

CORRESP

 September 23, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Gregory Herbers

Re:
 AEye, Inc.

 Registration Statement on Form S-1

 File No. 333-259554

 Acceleration Request

 Requested Date:    September 27, 2021

 Requested Time:   4:00 p.m., Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, AEye, Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on September 27, 2021, or as soon thereafter
as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Andrew Ledbetter of DLA Piper LLP (US)
at (206) 839-4845. Please also contact him should you have any questions.

 Very truly yours,

AEye, Inc.

/s/ Blair LaCorte

Blair LaCorte

Chief Executive Officer

cc:
 Robert Brown, Chief Financial Officer

Andrew Hughes, General Counsel

AEye, Inc.

 Andrew
Ledbetter, Esq.

 DLA Piper LLP (US)

United States securities and exchange commission logo
September 21, 2021
Andrew Hughes
General Counsel
AEye, Inc.
One Park Place, Suite 200
Dublin, CA 94568
Re:AEye, Inc.
Registration Statement on Form S-1
Filed September 15, 2021
File No. 333-259554
Dear Mr. Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Andrew Ledbetter

CORRESP
1
filename1.htm

CF Finance Acquisition Corp. III

110 East 59th Street

New York, NY 10022

July 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Geoffrey Kruczek

 Re: CF Finance Acquisition Corp. III

 Registration  Statement on Form S-4

 Filed  May 12, 2021, as amended

 File No. 333-256058

Dear Mr. Kruczek:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CF Finance Acquisition Corp. III hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 10:30 a.m. ET on Wednesday, July 21, 2021, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

 cc: Hughes Hubbard & Reed LLP

 Ellenoff  Grossman & Schole LLP

 DLA  Piper LLP (US)

CORRESP
1
filename1.htm

CF Finance Acquisition Corp. III

110 East 59th Street

New York, NY 10022

VIA EDGAR

July 13, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Mindy Hooker

    Re:
    CF Finance Acquisition Corp. III

    Amendment No. 2 to Registration Statement on Form S-4

    Filed July 8, 2021

    File No. 333-256058

Dear Ms. Hooker:

CF Finance Acquisition Corp. III (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on July 12, 2021, regarding our Amendment No. 2 to the Registration Statement on Form S-4, File No. 333-256058, filed with the Commission
on July 8, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response.

S-4/A filed on July 8, 2021

AEye, Inc. and Subsidiaries Notes
to Unaudited Condensed Consolidated Financial Statements

18. Related Parties, page F-94

 1. We note that you have included new related party footnote
disclosure in your unaudited March 31, 2021 financial statements; however, the disclosure appears to relate to the annual financial information.
If the footnote disclosure should more appropriately be included in the annual financial statements, please include it there and tell
us what consideration your auditor gave to this revision.

Response: Mr. Dussan’s sibling was promoted to a new position effective July 1, 2021, neither the prior position nor the new position was at the executive officer level. Because the compensation paid to Mr. Dussan’s sibling in 2019 and 2020 was not material, AEye, Inc. (“AEye”) concluded that disclosure of the related party relationship and compensation was not required in the annual financial statements.

As a result of the July 1, 2021 promotion, AEye reevaluated the need for disclosure of this related party relationship and additional disclosure was made to its March 31, 2021 interim financial statements, including compensation amounts from 2019 and 2020. In reaching this conclusion, AEye discussed the matter with its auditors.

*      *      *

We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact our counsel, Gary J. Simon by email at gary.simon@hugheshubbard.com or by telephone
at (212) 837-6770.

    Sincerely,

    /s/ Howard W. Lutnick

    Name:
    Howard W. Lutnick

    Title:
    Chief Executive Officer

    cc:
    Hughes Hubbard & Reed LLP

    Ellenoff Grossman & Schole LLP

    DLA Piper LLP (US)

United States securities and exchange commission logo
July 12, 2021
Jane Novak
Chief Financial Officer
CF Finance Acquisition Corp. III
110 East 59th Street
New York, NY 10022
Re:CF Finance Acquisition Corp. III
Amendment No. 2 to Registration Statement on Form S-4
Filed July 8, 2021
File No. 333-256058
Dear Ms. Novak:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4/A filed July 8, 20221
AEye, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements
18. Related Parties, page F-94
1.We note that you have included new related party footnote disclosure in your unaudited
March 31, 2021 financial statements; however, the disclosure appears to relate to the
annual financial information.  If the footnote disclosure should more appropriately be
included in the annual financial statements, please include it there and tell us what
consideration your auditor gave to this revision.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJane Novak
 Comapany NameCF Finance Acquisition Corp. III
 July 12, 2021 Page 2
 FirstName LastName
Jane Novak
CF Finance Acquisition Corp. III
July 12, 2021
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas Ellenoff

CORRESP
1
filename1.htm

CF Finance Acquisition Corp. III

110 East 59th Street

New York, NY 10022

VIA EDGAR

July 8, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Mindy Hooker

 Re: CF Finance Acquisition Corp.
III

Amendment No. 1 to Registration Statement on Form
S-4

Filed June 28, 2021

File No. 333-256058

Dear Ms. Hooker:

CF Finance Acquisition Corp. III (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on July 1, 2021, regarding our Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-256058, filed with the Commission
on June 28, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in
response to the Staff’s comments have been made in the Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment
No. 2”), which is being filed with the Commission contemporaneously with the submission of this letter.

S-4/A filed on June 28, 2021

Unaudited Pro Forma Condensed
Combined Financial Information

Notes to the Unaudited Pro Forma
Condensed Combined Financial Information

2. Adjustments to the Unaudited
Pro Forma Condensed Combined Financial Information, page 98

 1. We note your response to prior
comment five of our letter dated June 9, 2021; however, given that the merger will be accounted for as a reverse recapitalization with
AEye as the accounting acquirer, it appears to us that the expenses incurred by CF III are transaction costs related to the merger that
should be expensed as incurred and recorded in the pro forma statement of operations as a non-recurring item. Please advise or otherwise
modify your presentation accordingly.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 98 of Amendment No. 2 accordingly.

Management's Discussion and Analysis
of Financial Condition and Results of Operations of AEye

Liquidity and Capital Resources

Contractual Obligations and Commitments,
page 198

 2. Please revise your filing
to update your contractual obligations and commitments table to reflect the balances owed at March 31, 2021.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 198 of Amendment No. 2 accordingly.

*      *      *

We thank the Staff for its review of the foregoing
and Amendment No. 2. If you have further comments, please feel free to contact our counsel, Gary J. Simon by email at gary.simon@hugheshubbard.com
or by telephone at (212) 837-6770.

    Sincerely,

    /s/ Howard W. Lutnick

    Name:
    Howard W. Lutnick

    Title:
    Chief Executive Officer

 cc: Hughes Hubbard & Reed LLP

Ellenoff Grossman & Schole LLP

DLA Piper LLP (US)

United States securities and exchange commission logo
July 1, 2021
Alice Chan
Chief Financial Officer and Director
CF Finance Acquisition Corp. III
110 East 59th Street
New York, NY 10022
Re:CF Finance Acquisition Corp. III
Amendment No. 1 to Registration Statement on Form S-4
Filed June 28, 2021
File No. 333-256058
Dear Ms. Chan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
S-4/A filed on June 28, 2021
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information , page
98
1.We note your response to prior comment five of our letter dated June 9, 2021; however,
given that the merger will be accounted for as a reverse recapitalization with AEye as the
accounting acquirer, it appears to us that the expenses incurred by CF III are transaction
costs related to the merger that should be expensed as incurred and recorded in the pro
forma statement of operations as a non-recurring item. Please advise or otherwise modify
your presentation accordingly.

 FirstName LastNameAlice Chan
 Comapany NameCF Finance Acquisition Corp. III
 July 1, 2021 Page 2
 FirstName LastName
Alice Chan
CF Finance Acquisition Corp. III
July 1, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AEye
Liquidity and Capital Resources
Contractual Obligations and Commitments, page 198
2.Please revise your filing to update your contractual obligations and commitments table to
reflect the balances owed at March 31, 2021.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas Ellenoff

CORRESP
1
filename1.htm

CF Finance Acquisition Corp. III

110 East 59th Street

New York, NY 10022

VIA EDGAR

June 25, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Geoff Kruczek

 Re: CF Finance Acquisition Corp. III

Registration Statement on Form S-4

Filed May 13, 2021

File No. 333-256058

Dear Mr. Kruczek:

CF Finance Acquisition Corp. III (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on June 9, 2021, regarding our Registration Statement on Form S-4, File No. 333-256058, filed with the Commission on May 13, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in
response to the Staff’s comments have been made in the Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Registration Statement on Form S-4

What interest do CF III’s…?, page 53

 1. Revise to quantify each of the interests referenced in the bullet points. Also revise to discuss the PIPE investment and fees Cantor
Fitzgerald will collect in connection with the transactions described in the document.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 13, 33, 77, 103 and 135 of the Amendment accordingly.

The Merger Agreement, page 21

 2. We note the disclosure regarding the exchange ratio as of April 30, 2021. Please revise to provide a value as of a date as recent
as practicable. Consider providing such information in the Question and Answer section beginning on page 9 as well.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 21 and 110 of the Amendment accordingly (and any subsequent amendments will further update such information as of a date as recent as then-practicable).

Risk Factors, page 46

 3. If the tax consequences of the redemption are uncertain or unclear and present material risks to investors, please revise to discuss
those risks here. Also, if counsel is providing an opinion on those consequences, please revise your disclosure on page 133 to identify
counsel and that the disclosure represents its opinion.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 84 to add a new risk factor addressing tax uncertainties relating to the redemption.
Ellenoff Grossman  [__] & Schole LLP, counsel to the Company, will provide an opinion as to the U.S. federal income tax
disclosure, insofar as it relates to matters of tax law, as described in the Amendment on page 141.

The Amended Charter will require, page 79

 4. Please reconcile your disclosure here and page 223 regarding the sole and exclusive forum for claims under the Securities Act with
Section 11.1 of Annex C, which discusses concurrent jurisdiction for those claims. If you intend to create concurrent jurisdiction for
those claims, please present this change as a separate proposal in connection with the post-merger changes you intend to make. We note,
in this regard, that it appears your premerger charter allowed for such claims only in the federal district courts.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 81 and 230 and the proposed provision in Section 11.1 of Annex C of the Amendment accordingly,
to remain consistent with our current charter.

Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Combined Financial
Information

2. Adjustments to the Unaudited Pro Forma Condensed Combined
Financial Information, page 95

 5. We refer to adjustments (C) and (D). Please address the need to reflect transaction costs in the pro forma statement of operations
pursuant to Rule 11-02(a)(i)(6)(B) of Regulation S-X.

Response: The direct and incremental transaction costs of
$22,030 thousand and $28,400 thousand described in adjustments (C) and (D), respectively, are representative of estimated costs expected
to be incurred related to the transaction and are expected to be recorded directly to equity. Accordingly, such amounts are not expected
to have a future impact on the results of operations and are therefore not reflected in the pro forma statements of operations.

    2

 6. In reference to adjustments (O) and (P), please tell us and disclose the terms in the warrants which are changing that will necessitate
the reclassification from a liability to equity.

Response: With regards to adjustment (O), the warrants of
AEye, Inc. (“AEye”) permit the warrant holder to purchase Series A preferred shares of AEye. The warrants are classified
as a liability as the underlying Series A preferred shares contain a redemption requirement that is not solely within the entity’s
control. Pursuant to Section 2.5(e) of the Merger Agreement, AEye’s outstanding warrants will be assumed by CF III and converted
into warrants to purchase shares of Combined Entity Class A Common Stock, which will not contain redemption provisions that are not solely
within the entity’s control and such warrants are expected to qualify for equity classification.

With regards to adjustment (P), the terms of CF III’s
7,666,666 public warrants have not changed. We considered the equity structure upon the Closing of the transaction whereby the warrants
no longer meet the requirements for liability classification. Our assessment primarily considered:

 (i) the single class of common shares that control the entity after the merger;

 (ii) the tender offer provision only pertaining to the warrants on this single class of shares; and

 (iii) the entity having no other voting securities.

The Company respectfully submits that liability classification of the
warrants is not required because in any cash settlement of warrants, the group of common shareholders before the tender offer no longer
controls the entity after the tender offer.

 7. Refer to Adjustment (Q) on page 96. Please disclose the specific terms and conditions associated with the “Brown Award”
that will result in the shares being vested. Please also more fully explain the accounting for the shares, including, if applicable, the
potential impact that a change in the per share market price of the post combination company could have on the estimated fair value of
the shares and on the pro forma financial statements.

Response: The “Brown award” represents an option
to purchase 876,893 shares of AEye’s common stock in accordance with the 2016 Plan subject to the vesting schedule set forth in
the Notice of Grant of Stock Option by and between AEye and Robert Brown, dated November 17, 2020. The options vest 25% on the first anniversary
of the grant date, with the remaining vesting ratably over the next three years. The specific terms and conditions of the award state
“upon completion of a transaction with a special purpose acquisition company within 12 months after the Vesting Commencement Date,
then 25% of the shares subject to the Option shall immediately vest.” The single vesting condition for the award is service based,
with the performance condition of completing the transaction which accelerates the vesting of certain awards, as reflected in Adjustment
(Q). On the grant date, the options were measured at their grant date fair values. AEye recorded share-based compensation expense on a
straight-line basis over the four-year vesting period. Due to the fact that the Brown award is an equity classified award for a fixed
number of shares, a change in the per share market price of the post combination company would not have an impact on the pro forma financial
statement of operations.

    3

Background of the Business Combination, page 119

 8. Clarify the timing of the twenty other business combination opportunities you evaluated.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 123 of the Amendment accordingly.

 9. Please revise to clarify how you determined the enterprise value to propose on January 5, 2021, including any due diligence you
conducted. Given your subsequent disclosure in this section regarding an initial due diligence list on January 7, 2021 and an industry
report on January 19, 2021, it appears the amount you proposed was based solely on the value assigned during the potential Trimaran transaction.
If so, revise to state so directly.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 123 of the Amendment accordingly.

 10. Please revise to identify who provided the materials described at the January 7, 2021 special meeting.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 123 of the Amendment accordingly.

CF III Board’s Reasons, page 123

 11. Reconcile the reference on page 127 to no third-party valuation with the disclosure in page 122 regarding the “presentation”
provided by CF&Co. on February 12, 2021.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 14, 26, 36, 76, 130 and 134 of the Amendment accordingly.

    4

Certain Forecasted Financial Information for AEye, page 128

 12. Please revise to clarify the assumptions and estimates on which the projected financial information is based and how those assumptions
and estimates relate to the amounts disclosed on page 129. While we note the list of assumptions in the second paragraph here, it is unclear
how each of them impacted the projected financial information or the weight assigned to each assumption. Provide quantified disclosure
to the extent possible, including, as examples only, the assumptions regarding AEye's market share and unit volumes.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 131 and 132 of the Amendment accordingly.

The Post-Merger Charter, page 142

 13. Discuss specifically the “certain” changes that will be made insofar as corporate opportunities provisions are concerned.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 146 of the Amendment.

Total Addressable Market (TAM) Projections, page 172

 14. Please revise to clarify how you determined the numbers and percentages discussed here and on page 185. Explain specifically how
each source you reference, such as “customer dialogues,” relates to these amounts and supports your conclusions.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 175 and 176 of the Amendment accordingly.

Exclusive Jurisdiction, page 227

 15. Please describe the full scope of the provision referenced here.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 234 of the Amendment accordingly.

*      *      *

We thank the Staff for its review of the foregoing
and the Amendment. If you have further comments, please feel free to contact our counsel, Gary J. Simon by email at gary.simon@hugheshubbard.com
or by telephone at (212) 837-6770.

    Sincerely,

    /s/ Howard W. Lutnick

    Name:
    Howard W. Lutnick

    Title:
    Chief Executive Officer

 cc: Hughes Hubbard & Reed LLP

Ellenoff Grossman & Schole LLP

DLA Piper LLP (US)

    5

United States securities and exchange commission logo
June 9, 2021
Alice Chan
Chief Financial Officer and Director
CF Finance Acquisition Corp. III
110 East 59th Street
New York, NY 10022
Re:CF Finance Acquisition Corp. III
Registration Statement on Form S-4
Filed May 13, 2021
File No. 333-256058
Dear Ms. Chan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 13, 2021
What interests do CF III's . . .?,, page 13
1.Revise to quantify each of the interests referenced in the bullet points.  Also revise to
discuss the PIPE investment and fees Cantor Fitzgerald will collect in connection with the
transactions described in the document.
The Merger Agreement, page 21
2.We note the disclosure regarding the exchange ratio as of April 30, 2021.  Please revise to
provide a value as of a date as recent as practicable.  Consider providing such information
in the Question and Answer section beginning on page 9 as well.

 FirstName LastNameAlice Chan
 Comapany NameCF Finance Acquisition Corp. III
 June 9, 2021 Page 2
 FirstName LastName
Alice Chan
CF Finance Acquisition Corp. III
June 9, 2021
Page 2
Risk Factors, page 46
3.If the tax consequences of the redemption are uncertain or unclear and present material
risks to investors, please revise to discuss those risks here.  Also, if counsel is providing
an opinion on those consequences, please revise your disclosure beginning on page 133 to
identify counsel and that the disclosure represents its opinion.
The Amended Charter will require,, page 79
4.Please reconcile your disclosure here and page 223 regarding the sole and exclusive forum
for claims under the Securities Act with Section 11.1 of Annex C, which discusses
concurrent jurisdiction for those claims.  If you intend to create concurrent jurisdiction for
those claims, please present this change as a separate proposal in connection with the post-
merger changes you intend to make.  We note, in this regard, that it appears your pre-
merger charter allowed for such claims only in the federal district courts.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information, page
95
5.We refer to adjustments (C) and (D).  Please address the need to reflect transaction costs
in the pro forma statement of operations pursuant to Rule 11-02(a)(i)(6)(B) of Regulation
S-X.
6.In reference to adjustments (O) and (P), please tell us and disclose the terms in the
warrants which are changing that will necessitate the reclassification from a liability to
equity.
7.Refer to Adjustment (Q) on page 96.  Please disclose the specific terms and conditions
associated with the "Brown Award" that will result in the shares being vested. Please also
more fully explain the accounting for the shares, including, if applicable, the potential
impact that a change in the per share market price of the post combination company could
have on the estimated fair value of the the shares and on the pro forma financial
statements.
Background of the Business Combination, page 119
8.Clarify the timing of the twenty other business combination opportunities you evaluated.
9.Please revise to clarify how you determined the enterprise value to propose on January 5,
2021, including any due diligence you conducted.  Given your subsequent disclosure in
this section regarding an initial due diligence list on January 7, 2021 and an industry
report on January 19, 2021, it appears the amount you proposed was based solely on the
value assigned during the potential Trimaran transaction.  If so, revise to state so directly.

 FirstName LastNameAlice Chan
 Comapany NameCF Finance Acquisition Corp. III
 June 9, 2021 Page 3
 FirstName LastName
Alice Chan
CF Finance Acquisition Corp. III
June 9, 2021
Page 3
10.Please revise to identify who provided the materials described at the January 7, 2021
special meeting.
CF III Board's Reasons . . ., , page 123
11.Reconcile the reference on page 127 to no third-party valuation with the disclosure on
page 122 regarding the "presentation" provided by CF & Co. on February 12, 2021.
Certain Forecasted Financial Information for AEye, , page 128
12.Please revise to clarify the assumptions and estimates on which the projected financial
information is based and how those assumptions and estimates relate to the amounts
disclosed on page 129.  While we note the list of assumptions in the second paragraph
here, it is unclear how each of them impacted the projected financial information or the
weight assigned to each assumption.  Provide quantified disclosure to the extent possible,
including, as examples only, the assumptions regarding AEye's market share and unit
volumes.
The Post-Merger Charter, page 142
13.Discuss specifically the "certain" changes that will be made insofar as corporate
opportunities provisions are concerned.
Total Addressable Market (TAM) Projections, page 172
14.Please revise to clarify how you determined the numbers and percentages discussed here
and on page 185.  Explain specifically how each source you reference, such as "customer
dialogue," relates to these amounts and supports your conclusions.
Exclusive Jurisdiction, page 227
15.Please describe the full scope of the provision referenced here.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Mindy Hooker at (202) 551-3732 or Kevin Stertzel at (202) 551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Geoff Kruczek at (202) 551-3641 or Perry Hindin at (202) 551-3444 with any other
questions.

 FirstName LastNameAlice Chan
 Comapany NameCF Finance Acquisition Corp. III
 June 9, 2021 Page 4
 FirstName LastName
Alice Chan
CF Finance Acquisition Corp. III
June 9, 2021
Page 4
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas Ellenoff

CORRESP
1
filename1.htm

CF Finance Acquisition Corp. III

110 East 59th Street

New York, NY 10022

November 12, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Irene Barberena-Meissner

    Re:

    CF Finance Acquisition Corp. III

    Registration Statement on Form S-1 Filed on October 7, 2020, as amended

    File No. 333-249367

Dear Ms. Barberena-Meissner:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CF Finance Acquisition Corp. III hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, November 12, 2020, or as soon
as thereafter practicable.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Graubard Miller LLP

CORRESP
1
filename1.htm

    November 12, 2020

VIA EDGAR

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    CF Finance Acquisition Corp. III

    Registration Statement on Form S-1

    File No. 333-249367

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
CF Finance Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 4:00 p.m. EST on November 12, 2020, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, in excess of 300 copies of the Preliminary Prospectus
dated November 10, 2020 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

    By:
    /s/ David Batalion

    Name: David Batalion

    Title: Managing Director, Head of SPACs

CORRESP
1
filename1.htm

CF
Finance Acquisition Corp. III

110
East 59th Street

New
York, NY 10022

VIA
EDGAR

November
9, 2020

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Irene Barberena-Meissner

    Re:
    CF
    Finance Acquisition Corp. III

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    October 21, 2020

    File
    No. 333-249367

Dear
Ms. Barberena-Meissner:

CF
Finance Acquisition Corp. III. (the “Corporation,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), on October 28, 2020, regarding Amendment No. 1 to the
Registration Statement on Form S-1 of the Corporation (the “Registration Statement”) submitted to the Commission
on October 21, 2020. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed
each comment with the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-1

Risk
Factors

Our
warrant agreement will designate the courts of the State of New York or the United States

District
Court for the Southern District..., page 57

1. We
                                         note that your disclosure regarding the exclusive forum provision in your warrant agreement
                                         does not appear to be consistent with the form of warrant agreement filed as Exhibit
                                         4.4 with respect to the courts selected as exclusive forum, and the courts identified
                                         with respect to the consent to jurisdiction. Please revise your prospectus disclosure
                                         or your form of warrant agreement to address this discrepancy.

In
response to the Staff’s comment, we have revised the Registration Statement so that the disclosure therein with respect
to the courts selected as exclusive forum and the courts identified with respect to the consent to jurisdiction is consistent
with the form of warrant agreement previously filed as Exhibit 4.4 to the Registration Statement. The revised disclosure can be
found on pages   63 and   143 of the Registration Statement.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free
to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Howard W. Lutnick

    Howard
    W. Lutnick

    Chairman
    and Chief Executive Officer

cc:
Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
October 28, 2020
Howard W. Lutnick
Chairman and Chief Executive Officer
CF Finance Acquisition Corp. III
110 East 59th Street
New York, NY 10022
Re:CF Finance Acquisition Corp. III
Amendment No. 1 to Registration Statement on Form S-1
Filed October 21, 2020
File No. 333-249367
Dear Mr. Lutnick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Our warrant agreement will designate the courts of the State of New York or the United States
District Court for the Southern District..., page 57
1.We note that your disclosure regarding the exclusive forum provision in your warrant
agreement does not appear to be consistent with the form of warrant agreement filed as
Exhibit 4.4 with respect to the courts selected as exclusive forum, and the courts identified
with respect to the consent to jurisdiction.  Please revise your prospectus disclosure or
your form of warrant agreement to address this discrepancy.

 FirstName LastNameHoward W.  Lutnick
 Comapany NameCF Finance Acquisition Corp. III
 October 28, 2020 Page 2
 FirstName LastName
Howard W.  Lutnick
CF Finance Acquisition Corp. III
October 28, 2020
Page 2
            You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or John
Cannarella, Staff Accountant, at 202-551-3337 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Stuart Neuhauser, Esq.