SEC Form SC 13D/A filed by AEye Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

___________________

 SCHEDULE 13D

___________________________

SCHEDULE 13D

___________________________

AMENDMENT NO. 2 TO SCHEDULE 13D

This second amendment (the “Amendment No.2”) to the statements on Schedule 13D, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022 (the “Original Statement”), amends and supplements the Original Statement, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on May 21, 2024 (“Amendment No. 1,” and the Original Statement, as amended by Amendment No. 1, the “Prior Statements”) as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior Statements. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On December 27, 2023, AEye, Inc. (the “Issuer”) effected a 1-for-30 reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) (the “Reverse Stock Split”), such that thirty (30) shares of issued and outstanding Common Stock were combined into one (1) share of Common Stock. We did not issue fractional shares in connection with the Reverse Stock Split. The holding of the Reporting Persons and other references to the Common Stock reported in this Amendment No. 2 reflect the Reverse Stock Split.

The filing of this Amendment No. 2 represents the final amendment to the Original Statement and constitutes an exit filing for the Reporting Persons.

Item 5 of the Prior Statements is hereby amended and restated as follows:

The information set forth in or incorporated by reference in Items 2 and 3 and on the cover pages of this Amendment No. 2 is incorporated by reference in its entirety into this Item 5.

(a) and (b) The following sets forth, as of the date of the Amendment No. 2, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by Reporting Persons, as well as the number of shares of Common Stock as to which the Reporting Persons have the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 6,629,728 shares of Common Stock issued and outstanding as of May 10, 2024 based on the Issuer’s Quarterly Report on Form 10-Q filed on May 14, 2024.

(c) The following table sets forth all transactions with respect to the Issuer’s Common Stock during the past sixty days:

(1) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.60 to $2.68, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.14 to $2.57, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $3.11, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.99, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.04, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.1803 to $4.20, inclusive. The Reporting Persons hereby undertake, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Schedule 13D were effected.

(d) No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons.

(e)  As a result of the transaction described herein, the Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding shares of Common Stock. The filing of the Amendment No. 2 to the Schedule 13D represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.