The 2023 AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of AEye, Inc. (“AEye,” the “Company,” “we,” “us,” or “our”) will take place on May 3,December 12, 2023, at 8:0030 a.m., Pacific Time, at our corporate headquarters located at One Park Place, Dublin, California.

You may vote by telephone, over the Internet or by completing, signing, dating, and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Only holders of the Company’s common stock (“common stock”) as recorded in our stock register at the close of business on March 10,October [•], 2023, may vote at our AnnualSpecial Meeting. On March 10,October [•], 2023, there were 168,762,257[186,668,286] shares of common stock issued and outstanding. As of the date of this proxy statement, the Company has not issued any shares of its preferred stock. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

Aside from (i) the election of directors, (ii) the ratification of the appointment of our independent registered public accounting firm, (iii) the approval of an amendment to ourthe Certificate of Incorporation to increaseeffect a reverse stock split of the number of authorizedissued shares of our common stock (iv)and (ii) the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan, and (v) the approval of an amendment to our Certificate of Incorporation to limit the liability of certain officersadjournment of the Company as permitted by recent amendmentsSpecial Meeting, if necessary or appropriate, to Delaware law,solicit additional proxies if there are insufficient votes to approve Proposal One, the Company’s Board of Directors (the “Board of Directors” or the “Board”)

If you are a stockholder of record as of the Record Date, you may vote during our Annualthe Special Meeting by (i) attending our Annualthe Special Meeting, or (ii) by proxy, (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903, or (z) by signing and returning the proxy card in the enclosed envelope. Whichever method you use, giving us your proxy means you authorize us to vote your shares at our AnnualSpecial Meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representative named in the proxy will vote your shares in favor of the director nominees identified in this proxy statement and for Proposal 2, Proposal 3, Proposal 4,One and Proposal 5.Two.

Whether or not you plan to attend our Annualthe Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend our Annualthe Special Meeting and vote during our Annualthe Special Meeting if you have already voted by proxy.

If you are a beneficial owner and hold shares through another party, such as a bank or brokerage firm, you may receive material from them asking how you want to vote. Simply follow the instructions to ensure that your vote is counted. To vote at our Annualthe Special Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with the notice, or contact your broker, bank, or other agent.

You may receive more than one set of proxy materials depending on how you hold your shares. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope.

A stockholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet, or by delivering to the Corporate Secretary of the Company a revocation of the proxy in writing so that it is received by the Company prior to the AnnualSpecial Meeting at One Park Place, Suite 200, Dublin, CA 94568. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at our AnnualSpecial Meeting, by attending the meeting and voting during the meeting.

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this proxy statement.

Approval of Proposal 2 requiresOne and Proposal Two each require the affirmative vote of the holders of a majority of the voting power of the shares of stock present or represented by proxy at our Annualthe Special Meeting and entitled to vote on the subject matter. An abstention will have the same effect as a vote against the proposal because an abstention represents a share considered present and entitled to vote.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If you do not give instructions for Proposal 2, to ratify the appointment of the Company’s independent registered public accounting firm, and Proposal 3,One, to approve the amendmentreverse stock split, or for Proposal Two, to our Certificateapprove an adjournment of Incorporation to increase the number of authorized shares of our common stock, theSpecial Meeting, your broker may vote your shares at its discretion on these Proposals. For Proposal 1, the election of directors, Proposal 4, the approval of additional shares for our 2021 Equity Incentive Plan, and for Proposal 5, the approval of an amendment to our Certificate of Incorporation to limit certain officer liability,your behalf if the broker cannot vote your shares without your instructions. When that happens,considers this to be a “routine matter.” If the broker does not consider this to be a “routine matter” it will result in what is called a “broker non-vote.” Broker non-votes are counted in determining the presence of a quorum at the meeting,Special Meeting, but it means that the broker willdid not haveexercise its discretionary voting power on Proposal 1,One or Proposal 4, and Proposal 5Two without your instructions.

In order to carry on the business of the meeting,Special Meeting, we must have a quorum. This means that the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at our AnnualSpecial Meeting must be represented at our AnnualSpecial Meeting, either by proxy or present at our AnnualSpecial Meeting.

Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority of the voting power of the outstanding shares of such class or series or classes or series, present at our

The Company is asking stockholders to approve a series of ten alternative potential amendments (each a “Split Amendment” and collectively, the “Split Amendments”) to our Second Amended and Restated Certificate of Incorporation, as an “emerging growth company” as defined inamended (the “Certificate of Incorporation”), to authorize the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generallyBoard to public companies. These provisions include:

If stockholders approve this Proposal One, the stockholders will have been requiredapproved a series of ten separate amendments to file annual, quarterly, and current reports under the Exchange Act for at least twelve months, and we have filed at least one annual reportCertificate of Incorporation, authorizing the Reverse Stock Split, pursuant to which each multiple of five of our issued shares of common stock between five and fifty will be combined into one share of our common stock. The Company is currently authorized to issue 601,000,000 shares consisting of 600,000,000 shares of our common stock and 1,000,000 shares of our preferred stock. The number of authorized shares of our common and preferred stock will remain at 600,000,000 and 1,000,000, respectively, regardless of which, if any, of the Exchange Act; (3)proposed Split Amendments become effective.

If the date on which westockholders approve Proposal One, the Board will have during the previous three-year period, issued more than $1.0 billionauthority, but not the obligation, in non-convertible debt securities; and (4)its sole discretion, at any time prior to the last day of fiscalone year ending after the fifth anniversary of the Transactions (as defined below).

We are proposing that the Board have the discretion to select a Reverse Stock Split ratio on multiples of five between one-for-five (1:5) to one-for-fifty (1:50), rather than what you might receive from other public companies.

As of October [•], 2023, there were [186,668,286] shares of common stock issued and outstanding. Based on such number of shares of common stock issued, immediately following the effectiveness of the extended transition period providedReverse Stock Split (and without giving any effect to the payment of cash in lieu of fractional shares), we will have, depending on the Reverse Stock Split ratio selected by the Board, issued shares of stock as illustrated in the JOBS Act. As a result, our consolidated financial statements may nottable under the caption “— Principal Effects of the Reverse Stock Split — Effect on Shares of Common Stock.”

All holders of common stock will be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

The following sets forth certain information, asBoard believes that, should the appropriate circumstances arise, effecting the Reverse Stock Split would, among other things, help us to:

The primary purpose for eacheffecting the Reverse Stock Split, should the Board choose to effect it, would be to increase the per-share price of our common stock. In determining to seek authorization for Proposal One, the directors with terms expiring atBoard considered that, by combining a number of pre-split shares into one share of common stock, the market price of a post-split share is generally expected to be greater than the market price of a pre-split share. However, we cannot assure you that the Reverse Stock Split will increase the per-share price of our Annual Meeting (who are also nominees for election as a director at our Annual Meeting) and for each of the continuing directors.

The Board believes that was responsible for developing Harman’s car audio business for North America, Europe, China, Japan,continued listing on Nasdaq provides overall credibility to an investment in our common stock given the more stringent listing and Korea. Prior to joining Harman, Mr. Fisch had a 22-year career at Intel Corporation where he held positionsdisclosure requirements imposed by Nasdaq on the listed companies. In addition, the Board believes that the potential increase in market price of increasing responsibility in engineering. Mr. Fisch holds a Master of Engineering in Computer Engineering, and a Bachelor of Science in Electrical Engineering, both from Cornell University.

As a matter of Delaware law, the implementation of the Reverse Stock Split does not require a reduction in the total number of authorized shares of our common stock and the Certificate of Amendment to effect the Reverse Stock Split does not provide for such a reduction. If implemented, this would have the effect of increasing the number of shares of our common stock available for issuance, which the Board feels is important to provide us with additional flexibility and as our Chief Executive Officer,many alternatives as well as his background in technologypossible to obtain future financing.

In determining whether to implement the Reverse Stock Split and engineering.

We expect that the Reverse Stock Split will increase the per-share trading price of our common stock. However, the effect of the Reverse Stock Split on the per-share trading price of our common stock cannot be predicted with any certainty, and the effects of reverse stock splits for other companies on their per-share stock price are mixed, particularly since some investors may view a reverse stock split negatively. It is qualifiedpossible that the per-share trading price of our common stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per-share trading price that would attract investors who do not trade in lower-priced stocks. In addition, although we believe the Reverse Stock Split may enhance the marketability of our common stock to servecertain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the per-share trading price of our common stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance and general market, industry and economic conditions. If the Reverse Stock Split is consummated and the per-share trading price of our common stock declines, the percentage decline as an absolute number and as a director based on his broad experiencepercentage of our overall market capitalization may be greater than would occur in the automotive industry as a founder, senior executive, and board member of private and publicly listed companies, as well as his experience in finance, operations, ESG, and M&A.

Mr. Dunn is qualifiedWhile we intend to serve as a director based on his broad experience as a senior executive and board member of private and publicly listed companies, as well as his experience as a licensed (inactive) certified public accountant in California.

The effective time of the Split Amendment (the “Bylaws”“Effective Time”) provides, if approved by stockholders and implemented by us, will be the date and time the Certificate of Amendment is filed with the Delaware Secretary of State, or such later time set forth therein. See below under “Reservation of Right to Delay the Filing of the Certificate of Amendment, or Abandon the Reverse Stock Split.”

Stockholders will not receive fractional shares of our common stock in connection with the Reverse Stock Split. Instead, the transfer agent will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. We expect that the transfer agent will conduct the sale in an orderly fashion at a majorityreasonable price and that it may take several days to sell all of the aggregated fractional shares of our common stock. After the transfer agent’s completion of such sale, stockholders who would have been entitled to a fractional share will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total proceeds of that sale, net of any brokerage costs incurred by the transfer agent to sell such stock.

in each case, so that you hold a quorum.

After the Effective Time, if implemented by the Board, each stockholder will own a reduced number of shares of our common stock, unless a stockholder is not entitled to receive at least one share of our comment stock in connection with the Reverse Stock Split, in which case such stockholder will no longer own any share of our common stock. The principal effect of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of our common stock based on the Reverse Stock Split ratio selected by the Board. Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board does not intend for this transaction to be performed by our independent registered public accounting firm;

Voting rights and other rights of the holders of our common stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares as described above. For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the effectiveness of the Reverse Stock Split will generally continue to hold 2% (assuming there is no impact as a result of the treatment of fractional shares) of the voting power of the outstanding shares of our common stock after the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent any do not hold sufficient shares to receive at least one share in the Reverse Stock Split, as described above under the Securities Act. Our boardcaption “—Fractional Shares”). If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of directors has adopted a written charter forless than 100 shares of our common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the Audit Committee, which is available oncosts of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split. The Reverse Stock Split would not affect our principal corporate website at www.aeye.ai.

The following table contains approximate and materials produced by Compensia. Our Compensation Committee has assessed Compensia’s independenceillustrative information, based on share information as of October [•], 2023, relating to outstanding shares of our common stock based on the proposed range of reverse stock split ratios and concludedinformation regarding our authorized shares assuming that the engagementproposal is approved, and the Reverse Stock Split is implemented:

After the effective date of Compensia did not raise any conflict of interest.

Our Nominatingcommon stock is currently registered under Section 12(b) of the Exchange Act, and Corporate Governance Committee met four (4) times in 2022. Our Nominatingwe are subject to the periodic reporting and Corporate Governance Committee is responsible for, among other matters:

Pursuant to our boardCharter, our authorized capital stock consists of directors regarding the selection of candidates, qualification and competency requirements for service on our board of directors, and the suitability of proposed nominees as directors; and

Ms. DiBattiste, Mr. Dunn, Prof. Dr. Gottschalk,At the Effective Time, pursuant to the Warrant Agreement, dated as of November 12, 2020, by and Mr. Hsieh, who were directors ofbetween the Company atand Continental Stock Transfer & Trust Company (the “Warrant Agreement”), the startnumber of the 2022 fiscal year, received a grant of RSUs from our 2021 Equity Plan in accordance with the equity compensation program described below. The RSUs granted to these non-employee directors vest in a single installment, subject to continued service, on the earliershares of our 2023 Annual Meetingcommon stock issuable upon exercise of Stockholders oreach Public Warrant and each Private Placement Warrant shall be decreased in proportion to the one year anniversarydecrease in outstanding shares of our 2022 Annual Meetingcommon stock. Notwithstanding the foregoing, the Warrant Agreement provides that the Company may not issue fractional shares upon the exercise of Stockholders. Ms. Zeifman, who joined our Boardany Public Warrant or any Private Placement Warrant, and if the holder of Directors on January 17, 2022, received an initial equity grant, which will vest annually as to one-third of the total shares, beginning on January 17, 2023, subject to continued service through each vesting date.

At the calendar quarter. In 2022, Mr. Dunn and Prof. Dr. Gottschalk opted to take equity in lieu of some or all of their cash compensation.

Pursuant to the Reverse Stock Split, the par value of the awardCommon Stock will remain $0.0001 per share. As a result, when the Reverse Stock Split becomes effective, the stated capital on our balance sheet attributable to our common stock (subject to a minor adjustment in respect of the treatment of fractional shares) and the additional paid-in capital account will, in total, not change due to the Reverse Stock Split. However, the allocation between the stated capital attributable to our common stock and the additional paid-in capital on our balance sheet will change because there will be fewer shares of our common stock outstanding. The stated capital attributable to our common stock will decrease, and in turn, the stated capital attributable to the additional paid-in capital will increase. The net income or loss per share of our common stock will increase because there will be fewer shares of our common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated financial statements. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

As of the Record Date, we had approximately [16,858,674] shares of common stock underlying restricted stock units outstanding and [20,435,202] shares of common stock for future issuance under our 2021 Equity Incentive Plan (the “2021 Plan”). In addition, we had approximately [1,803,027] shares of common stock underlying stock options outstanding under the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), [259,284] shares of common stock underlying restricted stock units outstanding and [8,265,245] shares of common stock underlying stock options under the 2016 Stock Plan (the “2016 Plan”), [2,966,889] shares of common stock for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”), and 6,500,000 shares of common stock underlying restricted stock units outstanding under the 2023 CEO Inducement Grant Plan (the “2023 Plan”). The Compensation Committee of our Board (the “Compensation Committee”), pursuant to its role as the administrator of our Equity Incentive Plans, is authorized to determine, in its sole discretion, certain equitable adjustments to our Equity Incentive Plans and any outstanding awards thereunder in the event of a reverse stock split. Accordingly, if the Reverse Stock Split is effected, the number of shares of common stock available for issuance under the 2021 Plan is expected to be proportionately adjusted by the five-day average closingCompensation Committee to reflect the Reverse Stock Split. In addition, the number of shares of common stock subject to any outstanding awards under the 2021 Plan, the 2016 Plan, the 2014 Plan, the ESPP, and the 2023 Plan (collectively, the “Equity Incentive Plans”) and the exercise price, grant price, and/or purchase price relating to such awards, as applicable, are expected to also be proportionately adjusted by the Compensation Committee to reflect the Reverse Stock Split. The Compensation Committee will also determine the treatment of fractional shares, if any, that result from such adjustments to stock options and restricted stock units that are outstanding under our stock during the five trading days prior to the date of grant.Equity

At the Effective Time, we intend to treat stockholders holding shares of our common stock in “street name” (that is, through a broker, bank, or other holder of record) in the same manner as registered stockholders whose shares of our common stock are registered in their names. Brokers, banks, or other holders of record will reimburse each eligible non-employee directorbe instructed to effect the Reverse Stock Split for reasonable out of-pocket travel expensestheir beneficial holders holding shares of our common stock in “street name;” however, these brokers, banks, or other holders of record may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our common stock with a broker, bank, or other holder of record, and you have any questions in this regard, we encourage you to cover in-person attendancecontact your holder of record.

To be approved, Proposal One requires the affirmative vote of a majority of the votes cast by the stockholders of the Company present in person or represented by proxy and entitled to vote thereon. If you hold your shares in “street name” (that is, your shares are held in an account at and participationregistered in meetingsthe name of our Board of Directorsa brokerage firm, bank, broker-dealer, or similar organization), your broker or other organization may vote your shares if you do not provide voting instructions before the Special Meeting. These circumstances include voting your shares on so-called “routine matters.” Proposal One could be considered a “routine” matter by your broker and, any committee of the Board of Directors.

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is different from, or in addition, to the interests of all of our directorsother stockholders.

The following discussion is a general summary of U.S. federal income tax considerations of the Reverse Stock Split that may be relevant to holders of our common stock that hold such stock as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and considered whetheradministrative pronouncements, judicial decisions, and final, temporary, and proposed Treasury regulations as of the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local, or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

This discussion applies only to holders that are U.S. Holders (as defined below) and does not describe all of the tax consequences that may be relevant to such director has a material relationship with us that could compromise that director’s ability to exercise independent judgmentholders in carrying out that director’s responsibilities. Our Boardlight of Directors has determined that each of Carol DiBattiste, Timothy J. Dunn, Prof. Dr. Bernd Gottschalk, Wen H. Hsieh, and Sue E. Zeifman is an “independent director,” as defined undertheir particular circumstances, including the rules of NASDAQ.

We have adoptednot sought, and will not seek, a Coderuling from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence of Business Conductthe Reverse Stock Split described herein. The IRS may disagree with the discussion herein, and Ethics applicable to our directors, officers, and employees. A copy of our Code is available on our principal corporate website at www.aeye.ai.

For purposes of the Company’s directors to possess. The adequacydiscussion below, a “U.S. Holder” is a beneficial holder of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to our Board for approval.

Payments of cash made in lieu of a fractional share of common stock may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each U.S. Holder that does not otherwise establish an exemption should furnish on applicable IRS forms its taxpayer identification number and comply with the SECapplicable certification procedures.

Backup withholding is not an additional tax and NASDAQ by certain deadlines. Based onamounts withheld will be allowed as a reviewcredit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

If at the Special Meeting there are not sufficient votes to our Company made during or with respect to the portionapprove Proposal One (approval of the year ended December 31, 2022 during which Section 16(a) was applicableSplit Amendments to such persons,effect the Reverse Stock Split), we believe that each of our directors, executive officers, and 10% stockholders were in compliance with the filing requirements applicable to them, except for the following: (i) one Form 4 filing by Mr. Dussan (related to two transactions); (ii) one Form 4 filing by Prof. Dr. Gottschalk (related to one transaction); and (iii) one Form 4 filing by Ms. Zeifman (related to one transaction).

The following table sets forth information known to the Company regarding the beneficial ownership of the common stock as of March 10,October [•], 2023, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 168,762,257[186,668,286] shares of common stock issued and outstanding as of March 10,October [•], 2023. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to equity awards held by the person that are currently exercisable, or would be exercisable or would vest based on service-based vesting conditions within 60 days of March 10,October [•], 2023. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock and preferred stock.

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Householding is the term used to describe the practice of delivering a single set of notices, proxy statements, and annual reports to any household at which two or more stockholders reside. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing and mailing costs. Householding will continue until you are notified otherwise, or you submit contrary instructions.

The Company will promptly deliver an additional copy of any such document to any stockholder who writes the Company. Alternatively, if you share an address with another stockholder and have received multiple copies of our notice, proxy statement, and annual report, you may contact us to request delivery of a single copy of these materials. Stockholders of record who currently receive multiple copies of the annual report and proxy statement or Notice of Internet Availability at their address who would prefer that their communications be householded, or stockholders of record who are currently participating in householding and would prefer to receive separate copies of our proxy materials, should also contact us. Any such written requests should be directed to the Company at the following physical address or email address:

A copy of our annual report on Form 10-K for the year ended December 31, 2022,2023, as filed with the SEC, is available to stockholders without charge upon written request directed to Corporate Secretary, AEye, Inc., One Park Place, Suite 200, Dublin, CA 94568 or by phone at (925) 400-4366, or by email at legal@aeye.ai. The Company makes available on or through our website free of charge our Annual ReportReports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing.

We do not presently know of any matters to be acted upon at our 2023 Annualthe Special Meeting other than the matters referred to in this proxy statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.