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