AEye, Inc S-3/A, filed Sep 11, 2026
AEye, Inc. (LIDR)
As filed with the Securities and Exchange Commission on September 11, 2026
Registration No. 333-296038
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________
AEYE, INC.
(Exact name of registrant as specified in its charter)
______________________________________
| Delaware | 3714 | 37-1827430 |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| incorporation or organization) | Classification Code Number) | Identification No.) |
| 4670
Willow Road, Suite 125 Pleasanton, CA 94588 |
||
| (925) 400-4366 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
______________________________________
Matthew Fisch
Chief Executive Officer
4670 Willow Road, Suite 125
Pleasanton, CA 94588
(925) 400-4366
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________
Copies to:
Taylor
E. Landry
Allen Overy Shearman Sterling US LLP
800 Capitol Street, Suite 2200
Houston, Texas 77002
Telephone: (713) 354-4900
______________________________________
Approximate
date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 (the “Securities Act”), as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
AEye, Inc. is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-296038) as an exhibits-only filing to file an updated auditor consent as Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed Exhibit 23.1. The remainder of the Registration Statement is unchanged and has been omitted.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
| (a) | Exhibits. |
† Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5), which the Registrant agrees to furnish supplementally to the SEC upon its request.
# Filed herewith.
* To be filed as an amendment or as an exhibit to a document filed under the Exchange Act and incorporated by reference into this registration statement.
^ To be filed, if necessary, separately under the electronic form type 305B2 pursuant to Section 305(B)(2) of the Trust Indenture Act of 1939, as amended.
+ Filed previously.
| (b) | Financial Statement Schedules. |
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
| II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in Pleasanton, California, on this 11th day of September, 2026.
| AEYE, INC. | |
| By: | /s/ Matthew Fisch |
| Name: | Matthew Fisch |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
/s/ Matthew Fisch |
Chief Executive Officer, Board Chair and Director | September 11, 2026 | |||
| Matthew Fisch | (Principal Executive Officer) | ||||
| * | Chief Financial Officer | September 11, 2026 | |||
| Conor B. Tierney | (Principal Financial Officer and Principal Accounting Officer) |
||||
| * | Director | September 11, 2026 | |||
| Timothy J. Dunn | |||||
| * | Director | September 11, 2026 | |||
Prof. Dr. Bernd Gottschalk
|
|||||
| * | Director | September 11, 2026 | |||
| Jonathon B. Husby | |||||
| * | Director | September 11, 2026 | |||
| Doron Simon | |||||
| * | Director | September 11, 2026 | |||
| Sue E. Zeifman | |||||
| *By: | /s/Matthew Fisch | ||||
Matthew Fisch Attorney-in-fact |
|||||
II-2
Exhibit 23.1
| KPMG LLP | |
| 2755 Augustine Drive | |
| Suite 701 | |
| Santa Clara, CA 95054 | |
Consent Of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 18, 2026, with respect to the consolidated financial statements of AEye, Inc., incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Santa Clara, California
September 11, 2026
KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of
the KPMG global organization of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee.