Mga Batayang Estadistika
CIK | 1813658 |
SEC Filings
SEC Filings (Chronological Order)
February 20, 2024 |
TMPOQ / Tempo Automation Holdings, Inc. / SQN Venture Partners, LLC - SC 13G/A Passive Investment SC 13G/A 1 d784279dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec |
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January 19, 2024 |
SC 13G/A 1 p24-0108sc13ga.htm TEMPO AUTOMATION HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tempo Automation Holdings, Inc. (formerly known as ACE Convergence Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M116 (CUSIP Number) Dec |
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August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fi |
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August 23, 2023 |
Tempo Automation Receives Nasdaq Notification of Noncompliance with Listing Rule 5250(c)(1) Exhibit 99.1 Tempo Automation Receives Nasdaq Notification of Noncompliance with Listing Rule 5250(c)(1) SAN FRANCISCO, August 23, 2023 - Tempo Automation Holdings, Inc. (NASDAQ: TMPO, the “Company”), a leading software-accelerated electronics manufacturer, today announced that it had received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasda |
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August 14, 2023 |
PART I — REGISTRANT INFORMATION OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 333-268958 CUSIP NUMBER NOTIFICATION OF LATE FILING 88024M108 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR ¨ Form N-CEN For Period Ende |
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August 4, 2023 |
Exhibit 10.1 |
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August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fi |
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August 4, 2023 |
Exhibit 2.1 |
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August 4, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 15, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 |
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August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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August 4, 2023 |
Exhibit 10.1 |
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August 4, 2023 |
Exhibit 2.1 |
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July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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July 17, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 15, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 |
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July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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July 10, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 15, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 |
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June 30, 2023 |
US88024M1080 / TEMPO AUTOMATION HOLDINGS INC / White Lion Capital LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Act of 1934 Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) June 30, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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June 28, 2023 |
Exhibit 10.1 June 23, 2023 Re: Amendment to Employment Letter Agreement Dear Ralph, As you know, you and Tempo Automation, Inc., a Delaware corporation (the “Company”) are parties to that certain employment letter agreement, dated April 15, 2021 (the “Employment Agreement”), which sets forth certain terms and conditions of your employment with the Company. This letter amendment (this “Amendment”) |
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June 21, 2023 |
EX-10.1 2 tm2319270d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESAL |
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June 21, 2023 |
FORBEARANCE AGREEMENT AND FIRST AMENDMENT FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.3 FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “First Amendment”) is dated as of June 20, 2023 (the “Effective Date”), and is entered into by and Tempo Automation, Inc., a Delaware corporation (“Borrower”), Tempo Automation |
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June 21, 2023 |
Exhibit 99.1 Tempo Automation Secures $7.0M Convertible Promissory Note Facility Strengthening Financial Position and Providing Capital for Optimum Acquisition SAN FRANCISCO, June 21, 2023 — Tempo Automation Holdings, Inc. (NASDAQ: TMPO, “Tempo Automation” or “Tempo” or the “Company”), a leading software-accelerated electronics manufacturer, today announced the successful execution of a $7.0 milli |
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June 21, 2023 |
EX-10.2 3 tm2319270d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as may be amended from time to time, this “Agreement”), dated as of June 20, 2023 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”), and Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partner |
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June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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May 15, 2023 |
424B3 1 tm2315776d3424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 15, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements |
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May 15, 2023 |
424B3 1 tm2314217-3424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-268958 PROSPECTUS Tempo Automation Holdings, Inc. 18,099,987 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus relates to the issuance by Tempo Automation Holdings, Inc. ( |
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May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TEMPO AUTOMATION HOLDINGS, INC. (Exact |
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May 15, 2023 |
EXHEBIT 2.5 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is entered into as of May 12, 2023, by and among Tempo Automation Holdings, Inc., a Delaware corporation (“Buyer”), Optimum Design Associates, Inc., a California corporation (the “ODA”), Optimum Design Associates Pty. Ltd., an Australian proprietary company li |
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May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File |
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May 15, 2023 |
Tempo Automation Announces First Quarter Financial Results Exhibit 99.1 Tempo Automation Announces First Quarter Financial Results SAN FRANCISCO, May 15, 2023 — Tempo Automation Holdings, Inc. (NASDAQ: TMPO, “Tempo Automation” or “Tempo”), a leading software-accelerated electronics manufacturer, announced today its financial results for the first quarter of 2023. “We continued to see strong customer engagement for our software-accelerated platform across |
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May 15, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 15, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 |
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May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission File N |
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May 8, 2023 |
As filed with the Securities and Exchange Commission on May 5, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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May 8, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February |
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April 28, 2023 |
US88024M1080 / TEMPO AUTOMATION HOLDINGS INC / White Lion Capital LLC - SC 13G Passive Investment SC 13G 1 d486626dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) April 25, 2023 (Date of event which requires filing of this statement) Check the appropriate box to d |
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April 25, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February |
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April 25, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fil |
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April 24, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fil |
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April 24, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February |
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April 24, 2023 |
Letter from BDO USA, LLP to the U.S. Securities and Exchange Commission, dated April 24, 2023 Exhibit 16.1 Tel: 408-278-0220 Fax: 408-278-0230 www.bdo.com 300 Park Avenue, Suite 900 San Jose, CA 95110 April 24, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 18, 2023, to be filed by our former client, Tempo Automation Holdings, Inc. We agree with |
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April 20, 2023 |
As filed with the Securities and Exchange Commission on April 19, 2023 As filed with the Securities and Exchange Commission on April 19, 2023 Registration No. |
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April 20, 2023 |
424B3 1 tm2313072d3424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supple |
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April 18, 2023 |
Description of the Registrant’s Securities EXHIBIT 4.4 DESCRIPTION OF TEMPO SECURITIES Unless the context otherwise requires, references in this exhibit to “we,” “our,” “Tempo” and the “Company” refer to the business and operations of Tempo Automation Holdings, Inc. (formerly known as ACE Convergence Acquisition Corp.) and its consolidated subsidiaries. Capitalized terms used but not defined herein have the definitions set forth in our Ann |
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April 18, 2023 |
Exhibit 10.19 March 22, 2023 STRICTLY CONFIDENTIAL Joy Weiss Tempo Automation Holdings, Inc. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Joy Weiss Tempo Automation, Inc. 2460 Alameda Street San Francisco, CA 94103 Re:Amended & Restated Termination Agreement To the addressees set forth above: Reference is made to that certain letter agreement, dated as of September 4, 2022, by and among ACE C |
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April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3940 |
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April 4, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February |
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March 31, 2023 |
PART I — REGISTRANT INFORMATION OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 333-268958 CUSIP NUMBER NOTIFICATION OF LATE FILING 88024M108 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR ¨ Form N-CEN For Period Ende |
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March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fil |
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March 27, 2023 |
Exhibit 99.1 Tempo Automation Announces Definitive Agreement to Acquire Optimum Design Associates Extending Its Accelerated Manufacturing Platform to Electronic Design Services SAN FRANCISCO, March 27, 2023 — Tempo Automation Holdings, Inc. (NASDAQ: TMPO, “Tempo Automation” or “Tempo”), a leading software-accelerated electronics manufacturer, announced today that it has entered into a definitive a |
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March 27, 2023 |
Exhibit 2.1 Execution Version SECURITIES PURCHASE AGREEMENT BY AND AMONG TEMPO AUTOMATION HOLDINGS, INC., OPTIMUM DESIGN ASSOCIATES, INC., OPTIMUM DESIGN ASSOCIATES PTY. LTD., NICK BARBIN AND ROGER HILEMAN MARCH 25, 2023 CONTENTS Page Article I THE TRANSACTIONS 2 1.1 Purchase and Sale 2 1.2 Closing 3 1.3 Closing Deliverables 3 Article II PURCHASE PRICE 7 2.1 U.S. Closing Payments and Share Issuanc |
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March 27, 2023 |
Exhibit 99.2 MARCH 2023 Software - Accelerated Electronics Manufacturing 1 MARCH 2023 TEMPOAUTOMATION.COM Acquisition of Optimum Design Associates MARCH 2023 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to the potential acquisition by Tempo Automation Holdings, In |
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March 27, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-268958 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 14, 2023) Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated February |
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February 21, 2023 |
As filed with the Securities and Exchange Commission on February 17, 2023 As filed with the Securities and Exchange Commission on February 17, 2023 Registration No. |
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February 21, 2023 |
Exhibit 99.7 TEMPO AUTOMATION, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Tempo Automation, Inc., a Delaware corporation, (the “Company”) hereby grants to the individual set forth below (the “Participant”), pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan (as may be amended from time to time, the “Plan”), an award of Restr |
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February 21, 2023 |
Exhibit 99.2 TEMPO AUTOMATION HOLDINGS, INC. 2022 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Tempo Automation Holdings, In |
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February 21, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Tempo Automation Holdings, Inc. |
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February 21, 2023 |
Exhibit 99.3 TEMPO AUTOMATION HOLDINGS, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Tempo Automation Holdings, Inc. (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Tempo Automation Holdings, |
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February 21, 2023 |
Exhibit 99.6 TEMPO AUTOMATION, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT Optionee Name and address: [as set forth in the eShares record associated with this grant] You have been granted an option to purchase Common Stock of Tempo Automation, Inc., a Delaware corporation (the “Company”), as follows: Date of Grant: [as set forth in the eShares record associated with this grant] Ex |
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February 14, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268958 PROSPECTUS Tempo Automation Holdings, Inc. 18,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants 26,393,705 Shares of Common Stock 6,600,000 Warrants 5,276,018 Shares of Common Stock This prospectus relates to the issuance by Tempo Automation Holdings, Inc. (“we,” “us,” “our,” the “Company,” “Registrant |
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February 13, 2023 |
Exhibit 107 Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering price Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Common stock, $0. |
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February 13, 2023 |
Exhibit 10.22 SECURED PROMISSORY NOTE THIS SECURED PROMISSORY NOTE (this “Promissory Note”) is made as of November 22, 2022, by Tempo Automation, Inc., a Delaware corporation (“Borrower”) in favor of OCEAN II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (collectively with its assigns, participants and successors “Agent”). Initially capitalized |
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February 13, 2023 |
Exhibit 10.24 Execution Version JOINDER TO PLEDGE AGREEMENT This Joinder to Pledge Agreement (the “Pledge Joinder”) is executed as of November 22, 2022, by and between Ocean II PLO LLC (“Agent”) and Tempo Automation Holdings, Inc., a Delaware corporation (“TAH”). WHEREAS, on October 13, 2021, Agent and Tempo Automation, Inc., a Delaware corporation (“Tempo”) entered into that certain Collateral Pl |
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February 13, 2023 |
CORRESP 1 filename1.htm February 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Thomas Jones Erin Purnell Re: Tempo Automation Holdings, Inc. Registration Statement on Form S-1, originally filed on December 22, 2022 File No. 333-268958 To the addressees set forth above: In accordance with |
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February 13, 2023 |
Exhibit 10.20 Execution Version FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amended and Restated Loan and Security Agreement (this “Agreement”) is entered into as of November 22, 2022 (the “Closing Date”), by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), CEOF Holdings LP (“CEOF”), SQN Te |
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February 13, 2023 |
Joinder Agreement, dated as of November 22, 2022, by and between the Company and Ocean II PLO LLC. Exhibit 10.21 Execution Version Joinder Agreement This Joinder Agreement (the “Joinder Agreement”) is made and dated as of November 22, 2022, and is entered into by and between Tempo Automation Holdings, Inc., a Delaware corporation (“Parent”), and Ocean II PLO LLC (as “Agent”). RECITALS A. Parent’s wholly owned subsidiary, Tempo Automation, Inc., a Delaware corporation (“Company”), desires to ent |
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February 13, 2023 |
As filed with the Securities and Exchange Commission on February 10, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 10, 2023 Registration No. |
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February 13, 2023 |
Exhibit 10.23 COLLATERAL PLEDGE AGREEMENT This COLLATERAL PLEDGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), dated as of October 13 2021, is made by and between Tempo Automation, Inc., a Delaware corporation (“Borrower” and together with any other Person that signs below as a “Pledgor” or joins this Pledge Agreemen |
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February 10, 2023 |
CORRESP 1 filename1.htm February 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Thomas Jones Erin Purnell Re: Tempo Automation Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 26, 2023 File No. 333-268958 To the addressees set forth above: On behalf of Temp |
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February 3, 2023 |
US88024M1080 / TEMPO AUTOMATION HOLDINGS INC / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88024M108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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January 26, 2023 |
Exhibit 107 Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering price Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock, $0. |
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January 26, 2023 |
As filed with the Securities and Exchange Commission on January 25, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 25, 2023 Registration No. |
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January 25, 2023 |
January 25, 2023 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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January 13, 2023 |
SC 13G 1 d433330dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tempo Automation Holdings, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) November 22, 2022 (Date of Event which Requires Filing of this Statement) Check the appr |
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January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2023 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission Fi |
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January 12, 2023 |
Form of Stock Option Agreement under the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan. Exhibit 10.1 STOCK OPTION AGREEMENT Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan. ARTICLE I. GENERAL 1.1 Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”). 1.2 Incorporation of Terms of P |
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December 22, 2022 |
As filed with the Securities and Exchange Commission on December 22, 2022 Table of Contents As filed with the Securities and Exchange Commission on December 22, 2022 Registration No. |
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December 22, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Tempo Automation Holdings, Inc. |
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December 16, 2022 |
Exhibit 99.1 Tempo Provides Third Quarter 2022 Financial and Operational Results Commentary and 2022 and 2023 Guidance SAN FRANCISCO, December 15, 2022 ? Tempo Automation Holdings, Inc. (Nasdaq: TMPO, ?Tempo?, or the ?Company?), a leading software-accelerated electronics manufacturer, is providing commentary on its previously issued financial results for the three and nine-month periods ended Sept |
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December 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission |
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December 6, 2022 |
Specimen Common Stock Certificate. EXHIBIT 4.1 NUMBER [] SHARES [] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] TEMPO AUTOMATION HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF TEMPO AUTOMATION HOLDINGS, INC. (THE ?COMPANY?) transferable on the books of the Company in person o |
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December 6, 2022 |
Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TEMPO AUTOMATION HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regi |
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December 6, 2022 |
TABLE OF CONTENTS? Exhibit 2.1? AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ACE CONVERGENCE ACQUISITION CORP., ACE CONVERGENCE SUBSIDIARY CORP., and TEMPO AUTOMATION, INC. dated as of August 12, 2022 TABLE OF CONTENTS?? TABLE OF CONTENTS ? ? ? Page ? ARTICLE I CERTAIN DEFINITIONS ? Section 1.1. Definitions ? ? ? ? ? 3 ? ? Section 1.2. Construction ? ? ? ? ? 15 ? ? Section 1.3. K |
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December 6, 2022 |
Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission. Exhibit 16.1 December 6, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the Tempo Automation Holdings, Inc. (formerly known as ACE Convergence Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated December 6, 2022. We agree with the statements concerning our Firm under Item 4.0 |
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December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 22, 2022 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission F |
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December 6, 2022 |
Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this ?Agreement?), dated as of November 22, 2022 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the ?Company?) (formerly known as ACE Convergence Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a |
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December 6, 2022 |
?? Exhibit 10.9? THIRD AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This THIRD AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on September 7, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor entered into that certain Subscrip |
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December 6, 2022 |
Tempo Automation Holdings, Inc. 2022 Incentive Award Plan. Exhibit 10.14 TEMPO AUTOMATION HOLDINGS, INC. 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used i |
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December 6, 2022 |
Bylaws of Tempo Automation Holdings, Inc. ? Exhibit 3.2 ? Bylaws of ? Tempo Automation Holdings,?Inc. ? (a Delaware corporation) ? ? ? ? Table of Contents ? Page ? Article?I - Corporate Offices 1 ? ? ? ? ? 1.1 Registered Office 1 ? 1.2 Other Offices 1 ? ? Article?II - Meetings of Stockholders 1 ? ? ? ? ? 2.1 Place of Meetings 1 ? 2.2 Annual Meeting 1 ? 2.3 Special Meeting 1 ? 2.4 Notice of Business to be Brought before a Meeting 2 ? 2.5 N |
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December 6, 2022 |
Form of Indemnification Agreement. Exhibit 10.11 INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of November 22, 2022 by and between Tempo Automation Holdings, Inc. a Delaware corporation (the ?Company?), and [ ? ], a member of the Board of Directors and an officer of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements b |
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December 6, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?), dated as of November 22, 2022, is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the ?Company?) (formerly known as ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and the Persons set fort |
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December 6, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction We are providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Merger. The Merger and the related transactions, as further described elsewhere in the unaudited pro forma financial information, were completed on November 22, 2022. |
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December 6, 2022 |
?? Exhibit 2.2? FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this ?First Amendment?) is entered into as of September 7, 2022, by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), ACE Convergence Subsidiary Corp., a Delaware corporation |
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December 6, 2022 |
?? Exhibit 10.5? SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of October 13, 2021, by and among ACE Convergence Acquisition LLC, a Delaware limited liability company (the ?Sponsor Holdco?), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), ACE Convergence Acquisition Cor |
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December 6, 2022 |
First Amendment to Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan. Exhibit 10.13 FIRST AMENDMENT TO TEMPO AUTOMATION, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN THIS FIRST AMENDMENT (this ?Amendment?) to the Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan is made and adopted by the Board of Directors (the ?Board?) of Tempo Automation, Inc., a Delaware corporation (the ?Company?), effective as of September 29, 2022 (the ?Effective |
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December 6, 2022 |
Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan. Exhibit 10.12 TEMPO AUTOMATION, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN (as amended and restated on September 9, 2022) 1. Purposes of the Plan. This Plan amends and restates in its entirety the Tempo Automation, Inc. 2015 Equity Incentive Plan (as amended through August 10, 2021, the ?Original Plan?). The purposes of this Plan are to attract and retain the best available personnel for |
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December 6, 2022 |
Form of Lender Subscription Agreement Exhibit 10.10 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on November 22, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor desire to enter into this Subscription Agreement in connection with (a) that certain First |
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December 6, 2022 |
Exhibit 10.1 FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amended and Restated Loan and Security Agreement (this ?Agreement?) is entered into as of November 22, 2022 (the ?Closing Date?), by and among Structural Capital Investments III, LP (?SCI?), Series Structural DCO II series of Structural Capital DCO, LLC (?DCO?), CEOF Holdings LP (?CEOF?), SQN Tempo Automation, LLC (?SQN |
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December 6, 2022 |
?? Exhibit 10.6? July 6, 2022? ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Re: Amendment to Sponsor Support Agreement Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the ?Sponsor Agreement?), dated as of October 13, 2021, by and among each of the undersigned. Capitalized terms used herein that are not otherwise defined will |
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December 6, 2022 |
Exhibit 21.1 List of Subsidiaries of Tempo Automation Holdings, Inc. Subsidiary Jurisdiction of Incorporation Tempo Automation, Inc. Delaware |
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December 6, 2022 |
?? Exhibit 2.3? SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this ?Second Amendment?) is entered into as of September 23, 2022, by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (?Acquiror?), ACE Convergence Subsidiary Corp., a Delaware corp |
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December 6, 2022 |
?? Exhibit 10.7? August 12, 2022? ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Re: Second Amendment to Sponsor Support Agreement Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement, dated as of October 13, 2021, by and among each of the undersigned (as amended on July 5, 2022, the ?Sponsor Agreement?). Capitalized terms used here |
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December 6, 2022 |
?? Exhibit 10.8? September 7, 2022? ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Re: Third Amendment to Sponsor Support Agreement Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement, dated as of October 13, 2021, by and among each of the undersigned (as previously amended on July 5, 2022, and August 12, 2022, the ?Sponsor Agreeme |
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December 6, 2022 |
Code of Ethics and Conduct of Tempo Automation Holdings, Inc. Exhibit 14.1 TEMPO AUTOMATION HOLDINGS, INC. CODE OF ETHICS AND CONDUCT In accordance with the requirements of the Securities and Exchange Commission (the ?SEC?) and of the listing standards of the Nasdaq Stock Market LLC (?NASDAQ?), the Board of Directors (the ?Board?) of Tempo Automation Holdings, Inc., a Delaware corporation (the ?Company?), has adopted this Code of Ethics and Conduct (the ?Cod |
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December 6, 2022 |
Certificate of Incorporation of Tempo Automation Holdings, Inc. Exhibit?3.1 ? CERTIFICATE OF INCORPORATION OF TEMPO AUTOMATION Holdings,?Inc. ? ARTICLE?I NAME ? The name of the corporation is Tempo Automation Holdings,?Inc. (the ?Corporation?). ? ARTICLE?II REGISTERED OFFICE AND AGENT ? The address of the Corporation?s registered office in the State of Delaware is 919 North Market Street, Suite?950, in the City of Wilmington, County of New Castle, 19801, and t |
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December 6, 2022 |
Tempo Automation, Inc. Condensed Balance Sheets (in thousands, except share and per share amounts) Exhibit 99.1 Tempo Automation, Inc. Condensed Balance Sheets (Unaudited) (in thousands, except share and per share amounts) September 30, December 31, 2022 2021 ASSETS Current assets Cash and cash equivalents $ 533 $ 2,864 Accounts receivable, net 1,945 2,918 Inventory 2,916 879 Contract assets 990 1,219 Prepaid expenses and other current assets 933 892 Total current assets 7,317 8,772 Property an |
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December 5, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tempo Automation Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) David Schaffer Point72 Private Investments, LLC 72 Cummings Point Road Stamford, CT 06902 (203) 890-2000 Adriana Schwartz, |
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December 5, 2022 |
SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tempo Automation Holdings, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 88024M108 (CUSIP Number) November 22, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tempo Automation Holdings, Inc. (f/k/a ACE Convergence Acquisition Corp.) (Name of Issuer) Common Stock (Title of Class of Securities) 88024M108 (CUSIP Number) ACE Convergence Acquisition LLC 1013 Centre Road, Suite 403S Wilmington, DE 19805 (858) 245-939 |
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December 1, 2022 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 3 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of November 22, 2022 is made and entered into by and among Tempo Automation Holdings, Inc. |
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December 1, 2022 |
Exhibit 4 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of November 22, 2022, is made and entered into by and among Tempo Automation Holdings, Inc. |
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December 1, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value $0. |
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November 28, 2022 |
TMPO / Tempo Automation Holdings Inc - Class A / ACE SO5 Holdings Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tempo Automation Holdings, Inc. (f/k/a ACE Convergence Acquisition Corp.) (Name of Issuer) Common Stock (Title of Class of Securities) 88024M108 (CUSIP Number) David Y. Ko ACE Equity Partners LLC 31, Nonhyeon-ro, 36-gil, Gangnam-gu Seoul, Korea 06296 (82 |
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November 28, 2022 |
Exhibit 7 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of November 22, 2022, is made and entered into by and among Tempo Automation Holdings, Inc. |
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November 28, 2022 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 6 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of November 22, 2022 is made and entered into by and among Tempo Automation Holdings, Inc. |
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November 23, 2022 |
Exhibit 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT Dated as of November 21, 2022 by and between ACE CONVERGENCE ACQUISITION CORP. and WHITE LION CAPITAL, LLC TABLE OF CONTENTS Article I DEFINITIONS 2 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcements and Required F |
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November 23, 2022 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 21, 2022, is by and between White Lion Capital, LLC, a Nevada limited liability company (the ?Investor?), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (the ?Company?). RECITALS A. The Company is party to that certain |
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November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2022 Tempo Automation Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39406 (Commission |
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November 23, 2022 |
Exhibit 99.1 ACE Convergence Acquisition Corp. and Tempo Automation, Inc. Announce Closing of Business Combination; Tempo Automation Holdings, Inc. to Trade on Nasdaq Under Ticker Symbols "TMPO" and ?TMPOW? SAN FRANCISCO, Nov. 23, 2022 (GLOBE NEWSWIRE) ? Tempo Automation, Inc., a leading software-accelerated electronics manufacturer, today announced that it completed its business combination with |
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November 21, 2022 |
Tempo Automation Secures Up To $100M in Committed Equity Financing with White Lion Capital Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Automation Secures Up To $100M in Committed Equity Financing with White Lion Capital SAN FRANCISCO, November 21 2022 — Tempo Automa |
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November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39406 ACE Conver |
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November 1, 2022 |
TABLE OF CONTENTS ??Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-261055? PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ACE CONVERGENCE ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 33,825,413 SHARES OF COMMON STOCK AND 11,500,000 WARRANTS OF ACE CONVERGENCE ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), T |
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October 28, 2022 |
ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 October 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Evan Ewing Anne Parker Division of Corporation Finance Office of Manufacturing Re: ACE Convergence Acquisition Corp. Registration Statement on Form S-4, originally filed |
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October 18, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 FIRM/AFFILIATE OFFICES TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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October 18, 2022 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 18, 2022 Registration No. |
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October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 (October 11, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 (October 11, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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October 11, 2022 |
Fourth Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED OCTOBER 11, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESO |
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October 11, 2022 |
Fourth Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED OCTOBER 11, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESO |
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October 6, 2022 |
As filed with the Securities and Exchange Commission on October 5 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 5 2022 Registration No. |
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September 26, 2022 |
As filed with the Securities and Exchange Commission on September 23, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 23, 2022 Registration No. |
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September 23, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 FIRM/AFFILIATE OFFICES - TEL: (650) 470-4500 BOSTON FAX: (650) 470-4570 CHICAGO www.skadden.com HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH September 23, 2022 PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO VIA E |
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September 21, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 FIRM/AFFILIATE OFFICES TEL: (650) 470-4500 FAX: (650) 470-4570 BOSTON www. |
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September 21, 2022 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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September 20, 2022 |
Tempo Automation Hosts Financial Analyst Day Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Automation Hosts Financial Analyst Day SAN FRANCISCO, September 19, 2022 — Tempo Automation, Inc. (“Tempo Automation”), a leading s |
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September 15, 2022 |
Filed by ACE Convergence Acquisition Corp. pursuant to Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Software - Accelerated Electronics Manufacturing TRANSFORMING PRODUCT DEVELOPMENT WITH SOFTWARE AND AI 1 Disclaimer SE P T E M BE R 2 0 2 |
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September 15, 2022 |
Filed by ACE Convergence Acquisition Corp. pursuant to 425 1 tm2225884d2425.htm 425 Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Analyst Day Presentation Transcript TEMPOAUTOMATIO SEPTEMBER 1 1 2 3 4 5: Agenda Mark Roberts, Blueshi |
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September 8, 2022 |
Exhibit 107 ? Calculation of Filing Fee Tables ? Form S-4 (Form Type) ? ACE Convergence Acquisition Corp. |
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September 8, 2022 |
As filed with the Securities and Exchange Commission on September 7, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 7, 2022 Registration No. |
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September 8, 2022 |
? Exhibit 10.36 LETTER AGREEMENT ? ? ? ACE Convergence Acquisition Corp. ? 1013 Centre Road, Suite 403S ? Wilmington, DE 19805 ? ? ? Tempo Automation, Inc. ? 2460 Alameda St. ? San Francisco, CA 94103 ? ? ? September 4, 2022 ? Oaktree Capital Management, L.P. OCM Tempo Holdings, LLC 333 S Grand Ave FL 28 Los Angeles, CA 90071 To whom it may concern: Reference is made to (i) that certain Subscripti |
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September 7, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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August 29, 2022 |
Exhibit 10.1 THIS SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY A |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2022 (August 28, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (C |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2022 (August 28, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (C |
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August 29, 2022 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 29, 2022 |
Exhibit 10.1 THIS SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY A |
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August 15, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39406 ACE Convergence Acquisition |
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August 12, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 - TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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August 12, 2022 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2022 Registration No. |
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August 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp. |
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August 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0083D120 (CUSIP Number) July 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 (July 30, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Comm |
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August 2, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 (July 30, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Comm |
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July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 28, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commi |
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July 29, 2022 |
425 1 tm2222134d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 28, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State |
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July 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 (July 12, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commi |
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July 12, 2022 |
Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED JULY 12, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTIO |
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July 12, 2022 |
Third Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED JULY 12, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTIO |
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July 12, 2022 |
425 1 tm2220788d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 (July 12, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State |
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July 8, 2022 |
Exhibit 10.2 July 6, 2022 ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Re: Amendment to Sponsor Support Agreement Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the ?Sponsor Agreement?), dated as of October 13, 2021, by and among each of the undersigned. Capitalized terms used herein that are not otherwise defined will have |
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July 8, 2022 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2022 (July 6, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commiss |
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July 8, 2022 |
Exhibit 10.2 July 6, 2022 ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Re: Amendment to Sponsor Support Agreement Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the ?Sponsor Agreement?), dated as of October 13, 2021, by and among each of the undersigned. Capitalized terms used herein that are not otherwise defined will have |
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July 8, 2022 |
Form of Second Amended and Restated Subscription Agreement Exhibit 10.1 SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on July 6, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor entered into that certain Subscription Ag |
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July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2022 (July 6, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commiss |
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July 8, 2022 |
Form of Second Amended and Restated Subscription Agreement Exhibit 10.1 SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on July 6, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor entered into that certain Subscription Ag |
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July 5, 2022 |
Exhibit 10.37 ? LETTER AGREEMENT ? ? ACE Convergence Acquisition Corp. ? 1013 Centre Road, Suite 403S ? Wilmington, DE 19805 ? ? ? Tempo Automation, Inc. ? 2460 Alameda St. ? San Francisco, CA 94103 ? ? ? July 1, 2022 ? ACE SO3 SPV 8 Marina View, #43-01, Asia Square Tower 1 Singapore 018960 To whom it may concern: Reference is made to that certain Securities Purchase Agreement (the ?Securities Pur |
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July 5, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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July 5, 2022 |
Exhibit 10.36 July 1, 2022 Whizz Systems, Inc. 3240 Scott Blvd. Santa Clara, CA 95054 Attention: Muhammad Irfan Ladies and Gentlemen: Reference is made to that certain Stock Purchase Agreement dated as of August 13, 2021, as may be amended from time to time, including pursuant to that certain First Amendment to Stock Purchase Agreement dated as of July 1, 2022 (the ?Purchase Agreement?), by and am |
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July 5, 2022 |
Consent of John Yacoub to be named as a director. EX-99.8 13 acev-20220331xex99d8.htm EXHIBIT 99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by ACE Convergence Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam |
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July 5, 2022 |
? Exhibit 10.34 FORM OF AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on March 16, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor entered into that certain Subscription Agreement, dated as of O |
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July 5, 2022 |
EX-FILING FEES 14 acev-20220331xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximu |
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July 5, 2022 |
Exhibit 10.39 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on July 1, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer is party to that certain Agreement and Plan of Merger, dated as of October 13, 2021 (as may be amended, suppl |
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July 5, 2022 |
Exhibit 10.30 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY |
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July 5, 2022 |
EX-10.38 7 acev-20220331xex10d38.htm EXHIBIT-10.38 Exhibit 10.38 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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July 5, 2022 |
Exhibit 10.35 July 1, 2022 Compass Group Diversified Holdings LLC 301 Riverside Avenue, Second Floor Westport, Connecticut 06880 ? Ladies and Gentlemen: ? Reference is made to that certain Agreement and Plan of Merger, dated as of October 13, 2021 (the ?Merger Agreement?), by and among Tempo Automation, Inc., a Delaware corporation (?Tempo?), Aspen Acquisition Sub, Inc., a Delaware corporation and |
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June 30, 2022 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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June 30, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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June 24, 2022 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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June 24, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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June 3, 2022 |
TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 13, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 (May 2, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commissio |
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May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 (May 2, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction (Commissio |
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April 19, 2022 |
Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Automation, Inc. and ACE Convergence Acquisition Corp. Announce Effectiveness of Registration Statement, Date of ACE?s Extraordinar |
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April 18, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-261055? PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ACE CONVERGENCE ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 80,759,726 SHARES OF COMMON STOCK AND 14,471,303 WARRANTS OF ACE CONVERGENCE ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), TH |
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April 18, 2022 |
As filed with the Securities and Exchange Commission on April 15, 2022 ? As filed with the Securities and Exchange Commission on April 15, 2022 Registration No. |
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April 14, 2022 |
ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 April 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeff Gordon John Cash Erin Donahue Anne Parker Division of Corporation Finance Office of Manufacturing Re: ACE Convergence Acquisition Corp. Registration Statement on Form |
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March 23, 2022 |
Filed by ACE Convergence Acquisition Corp. pursuant to Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities law |
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March 17, 2022 |
EX-FILING FEES 12 acev-20201231xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximu |
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March 17, 2022 |
Exhibit 10.37 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 16, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the ?Company?). RECITALS WHEREAS, the Company has entered into an Agreement a |
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March 17, 2022 |
EX-10.33 2 acev-20201231xex10d33.htm EXHIBIT 10.33 Exhibit 10.33 LETTER AGREEMENT ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 March 16, 2022 ACE SO3 SPV Limited 8 Marina View, #43-01, Asia Square Tower 1 Singapore 018960 Tempo Automation, Inc. 2460 Alameda St. San Francisco, CA 94103 To whom it may concern: Reference is made to that certain Backstop Subscrip |
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March 17, 2022 |
Tempo Automation Secures Up To $100M in Committed Equity Financing Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Automation Secures Up To $100M in Committed Equity Financing SAN FRANCISCO, March 17, 2022 ? Tempo Automation (?Tempo?), a leading |
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March 17, 2022 |
EX-10.38 7 acev-20201231xex10d38.htm EXHIBIT 10.38 Exhibit 10.38 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”). RECITALS A. The Company and t |
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March 17, 2022 |
? Exhibit 10.34 FORM OF AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on March 16, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (?Issuer?), and the undersigned subscriber (the ?Investor?). WHEREAS, Issuer and Investor entered into that certain Subscription Agreement, dated as of O |
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March 17, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on March 16, 2022 Registration No. |
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March 17, 2022 |
? Exhibit 10.35 Execution Version SECURITIES PURCHASE AGREEMENT ? This Securities Purchase Agreement (this ?Agreement?) is dated as of March 16, 2022, between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the ?Company? or ?ACE?), Tempo Automation, Inc., a Delaware corporation (?Tempo?), and ACE SO3 SPV Limited (the ?Purchaser?). ? WHEREAS, the Company has entered into that |
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March 17, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www. |
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March 17, 2022 |
Form of Unsecured Subordinated Convertible Note Exhibit 10.36 ? FINAL FORM ? NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 10, 2022 |
Description of the Company’s securities. EX-4.2 2 acev-20211231xex4d2.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, ACE Convergence Acquisition Corp. (“we,” “our; “ “us” or the “company’) had the following three classes of securities registered under Section 72 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of o |
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March 10, 2022 |
TEMPO AUTOMATION TO PARTICIPATE IN THE 34th ANNUAL ROTH CONFERENCE Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 TEMPO AUTOMATION TO PARTICIPATE IN THE 34th ANNUAL ROTH CONFERENCE SAN FRANCISCO, March 10, 2022 ? Tempo Automation (?Tempo?), a leading |
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February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACE Convergence Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G0083D120 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropri |
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February 7, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value $0. |
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February 7, 2022 |
ACEV / ACE Convergence Acquisition Corp / ACE SO5 Holdings Ltd - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0083D120 (CUSIP Number) David Y. Ko ACE Equity Partners LLC 31, Nonhyeon-ro, 36-gil, Gangnam-gu Seoul, Korea 06296 (82) |
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February 7, 2022 |
SC 13G/A 1 p22-0673sc13ga.htm ACE CONVERGENCE ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0083D120 (CUSIP Number) December 31, 2021 and January 31, 2022 (Da |
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February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G0083D 120 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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February 4, 2022 |
ACEV / ACE Convergence Acquisition Corp / Siu Sunny - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G0083D 120 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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February 4, 2022 |
ACEV / ACE Convergence Acquisition Corp / Weiss Asset Management LP Passive Investment CUSIP NO. G0083D120 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACE CONVERGENCE ACQUISITION CORP. - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Title of |
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February 1, 2022 |
Form of Proxy Card for the Registrant’s Extraordinary General Meeting. Exhibit 99.1 ? ? ? Ace Convergence Acq. Proxy Card REV1Front YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. ACE CONVERGENCE 2022 Extraordinary General Meeting of Shareholders ACQUISITION CORP. XXXXX XX, 2022, XX:XX X.M. Eastern Time This Proxy is Solicited On Behalf Of The Board Of Directors ? FOLD HERE ? DO NOT SEPARATE ? INSERT IN ENVELOPE PROVIDED ? FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOL |
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February 1, 2022 |
List of Subsidiaries of Registrant. Exhibit 21.1 List of Subsidiaries of ACE Convergence Acquisition Corp. ? Subsidiary Jurisdiction ? ? ACE Convergence Subsidiary Corp. Delaware ? |
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February 1, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on January 31, 2022 Registration No. |
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February 1, 2022 |
Offer Letter, dated June 9, 2020, between Tempo Automation, Inc. and Ryan Benton. Exhibit 10.27 June 9, 2020 VIA EMAIL DELIVERY Ryan Benton [email protected] Re: Employment Terms Dear Ryan: On behalf of Tempo Automation, Inc. (the ?Company?), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the ?Agreement?). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later tha |
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February 1, 2022 |
Offer Letter, dated March 10, 2021, between Tempo Automation, Inc. and Joy Weiss. Exhibit 10.26 March 10, 2021 VIA EMAIL DELIVERY Joy Weiss Re: Employment Terms Dear Joy: You are currently employed by Tempo Automation, Inc. (the ?Company?) as its President & Chief Executive Officer (?CEO?) pursuant to the terms of an employment offer letter agreement between you and the Company dated August 20, 2019 and an amended and restated employment offer letter agreement between you and t |
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February 1, 2022 |
Consent of Meena Srinivasan to be named as a director. EX-99.6 17 acev-20220131xex99d6.htm EXHIBIT-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by ACE Convergence Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam |
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February 1, 2022 |
Form of Indemnification Agreement of Tempo Automation Holdings, Inc. Exhibit 10.17 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , 2022 by and between Tempo Automation Holdings, Inc. a Delaware corporation (the ?Company?), and , [a member of the Board of Directors][an officer] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Compan |
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February 1, 2022 |
Consent of Matthew Granade to be named as a director. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by ACE Convergence Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all |
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February 1, 2022 |
Exhibit 107 ? Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp. |
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February 1, 2022 |
Plan of Domestication, dated as of , 2022. EX-2.2 2 acev-20220131xex2d2.htm EXHIBIT-2.2 Exhibit 2.2 FORM OF PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on , 2022, and sets forth the terms and conditions pursuant to which ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by its shares (“ACE”), shall effect a domestication into a Delaware corporation (the “Domestication”) |
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February 1, 2022 |
Form of Certificate of Corporate Domestication of Tempo Automation Holdings, Inc. Exhibit 4.4 CERTIFICATE OF DOMESTICATION OF ACE CONVERGENCE ACQUISITION CORP. Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by its shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domestication to be renamed “ |
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February 1, 2022 |
Consent of Arnold Brown to be named as a director. Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by ACE Convergence Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all |
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February 1, 2022 |
Consent of Jacqueline Schneider to be named as a director. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by ACE Convergence Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all |
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January 31, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 FIRM/AFFILIATE OFFICES TEL: (650) 470-4500 FAX: (650) 470-4570 BOSTON www. |
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January 27, 2022 |
ACEV / ACE Convergence Acquisition Corp / Linden Capital L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ACE Convergence Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0083D112 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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January 26, 2022 |
EX-10.1 3 tm224294d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT January 25, 2022 THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 25, 2022, by and between ACE Convergence Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York |
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January 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2022 (January 21, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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January 26, 2022 |
Second Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 21, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESO |
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January 26, 2022 |
Second Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 21, 2022) THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP. (ADOPTED BY SPECIAL RESO |
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January 26, 2022 |
EX-10.1 3 tm224294d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT January 25, 2022 THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 25, 2022, by and between ACE Convergence Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York |
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January 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2022 (January 21, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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January 20, 2022 |
Exhibit 10.2 STRICTLY CONFIDENTIAL January 18, 2022 Behrooz Abdi ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Joy Weiss Tempo Automation, Inc. 2460 Alameda Street San Francisco, CA 94103 Re: Board Observer and Confidentiality Agreement Dear Mr. Abdi and Ms. Weiss: Reference is made to that certain Subscription Agreement, dated as of January 18, 2021, by and a |
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January 20, 2022 |
Exhibit 10.2 STRICTLY CONFIDENTIAL January 18, 2022 Behrooz Abdi ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Joy Weiss Tempo Automation, Inc. 2460 Alameda Street San Francisco, CA 94103 Re: Board Observer and Confidentiality Agreement Dear Mr. Abdi and Ms. Weiss: Reference is made to that certain Subscription Agreement, dated as of January 18, 2021, by and a |
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January 20, 2022 |
ACE Convergence Acquisition Corp. Reminds Shareholders to Vote in Favor of Extension Proposals Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 ACE Convergence Acquisition Corp. Reminds Shareholders to Vote in Favor of Extension Proposals WILMINGTON, Del., January 20, 2022—(BUSINE |
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January 20, 2022 |
EX-10.1 2 tm223817d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 18, 2022, by and among (i) ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which entity shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), (ii) Tem |
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January 20, 2022 |
Exhibit 10.3 STRICTLY CONFIDENTIAL January 18, 2022 Behrooz Abdi ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Joy Weiss Tempo Automation, Inc. 2460 Alameda Street San Francisco, CA 94103 Re: Information Rights and Confidentiality Agreement Dear Mr. Abdi and Ms. Weiss: Reference is made to that certain Subscription Agreement, dated as of January 18, 2022, by a |
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January 20, 2022 |
Form of Convertible Promissory Note EX-10.4 5 tm223817d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILE |
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January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2022 (January 18, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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January 20, 2022 |
EX-10.1 2 tm223817d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 18, 2022, by and among (i) ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which entity shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), (ii) Tem |
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January 20, 2022 |
Exhibit 10.3 STRICTLY CONFIDENTIAL January 18, 2022 Behrooz Abdi ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Joy Weiss Tempo Automation, Inc. 2460 Alameda Street San Francisco, CA 94103 Re: Information Rights and Confidentiality Agreement Dear Mr. Abdi and Ms. Weiss: Reference is made to that certain Subscription Agreement, dated as of January 18, 2022, by a |
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January 20, 2022 |
Exhibit 10.5 LETTER AGREEMENT ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 January 18, 2022 ACE SO3 SPV Limited 8 Marina View, #43-01, Asia Square Tower 1 Singapore 018960 Tempo Automation, Inc. 2460 Alameda St. San Francisco, CA 94103 To whom it may concern: Reference is made to that certain Note Subscription Agreement (the ?Note Subscription Agreement?), da |
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January 20, 2022 |
Exhibit 10.5 LETTER AGREEMENT ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 January 18, 2022 ACE SO3 SPV Limited 8 Marina View, #43-01, Asia Square Tower 1 Singapore 018960 Tempo Automation, Inc. 2460 Alameda St. San Francisco, CA 94103 To whom it may concern: Reference is made to that certain Note Subscription Agreement (the ?Note Subscription Agreement?), da |
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January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2022 (January 18, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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January 20, 2022 |
Exhibit 10.4 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT AND APPLICABLE STATE SECURIT |
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January 19, 2022 |
Tempo Automation, Inc. Secures $200 Million Convertible Note Financing Led by Oaktree 425 1 tm223817d2425.htm 425 Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 Tempo Automation, Inc. Secures $200 Million Convertible Note Financing Led by Oaktree SAN FRANCISCO, January |
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January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2022 (January 13, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (State or other jurisdiction |
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January 18, 2022 |
Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER |
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January 18, 2022 |
425 1 tm223145d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2022 (January 13, 2022) ACE Convergence Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39406 N/A (S |
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January 18, 2022 |
Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER |
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January 14, 2022 |
ACE Convergence Acquisition Corp. and Tempo Automation, Inc. Announce Additional Funding to Trust 425 1 tm223074d1425.htm 425 Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 333-261055 ACE Convergence Acquisition Corp. and Tempo Automation, Inc. Announce Additional Funding to Trust SAN FRANCIS |
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January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide |
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January 13, 2022 |
Filed by ACE Convergence Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ACE Convergence Acquisition Corp. Commission File No.: 001-39406 Tempo at CJS Securities 22nd Annual New Ideas for the New Year Investor Conference Wednesday, January 12, 2022 1 2 3 TEMPOAUTOMATION.COM J |