TMPO / Tempo Automation Holdings Inc - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Tempo Automation Holdings Inc - Class A
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1813658
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tempo Automation Holdings Inc - Class A
SEC Filings (Chronological Order)
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February 20, 2024 SC 13G/A

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

January 19, 2024 SC 13G/A

US88024M1080 / TEMPO AUTOMATION HOLDINGS INC / HIGHBRIDGE CAPITAL MANAGEMENT LLC - TEMPO AUTOMATION HOLDINGS, INC. Passive Investment

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

August 23, 2023 8-K

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

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

August 23, 2023 EX-99.1

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

August 14, 2023 NT 10-Q

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

August 4, 2023 EX-10.1

EX-10.1

Exhibit 10.1

August 4, 2023 8-K/A

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

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

August 4, 2023 EX-2.1

EX-2.1

Exhibit 2.1

August 4, 2023 424B3

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

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

August 4, 2023 8-K

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 Ho

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

August 4, 2023 EX-10.1

EX-10.1

Exhibit 10.1

August 4, 2023 EX-2.1

EX-2.1

Exhibit 2.1

July 17, 2023 8-K

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 Ho

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

July 17, 2023 424B3

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

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

July 10, 2023 8-K

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 Ho

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

July 10, 2023 424B3

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

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

June 30, 2023 SC 13G/A

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

June 28, 2023 8-K

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 Ho

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

June 28, 2023 EX-10.1

June 23, 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”)

June 21, 2023 EX-10.1

CONVERTIBLE PROMISSORY NOTE

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

June 21, 2023 EX-10.3

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

June 21, 2023 EX-99.1

Tempo Automation Secures $7.0M Convertible Promissory Note Facility Strengthening Financial Position and Providing Capital for Optimum Acquisition

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

June 21, 2023 EX-10.2

REGISTRATION RIGHTS AGREEMENT

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

June 21, 2023 8-K

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 Ho

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

May 15, 2023 424B3

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

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

May 15, 2023 424B3

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

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. (

May 15, 2023 10-Q

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 ☐TRANSITION REPORT PURSUANT TO SE

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

May 15, 2023 EX-2.5

First Amendment to Securities Purchase Agreement, dated as of May 12, 2023, by and among the Company, Optimum Design Associates, Inc., Optimum Design Associates Pty. Ltd., Nick Barbin and Roger Hileman.

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

May 15, 2023 8-K

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 Hol

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

May 15, 2023 EX-99.1

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

May 15, 2023 424B3

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

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

May 8, 2023 8-K

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 Hold

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

May 8, 2023 POS AM

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.

May 8, 2023 424B3

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

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

April 28, 2023 SC 13G

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

April 25, 2023 424B3

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

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

April 25, 2023 8-K

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

April 24, 2023 8-K

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

April 24, 2023 424B3

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

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

April 24, 2023 EX-16.1

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

April 20, 2023 POS AM

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.

April 20, 2023 424B3

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

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

April 18, 2023 EX-4.4

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

April 18, 2023 EX-10.19

Letter Agreement, dated as of March 22, 2023, by and among the Company, Tempo Automation, Inc., Oaktree Capital Management, L.P. and OCM Tempo Holdings, LLC (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on 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

April 18, 2023 10-K

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

April 4, 2023 424B3

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

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

March 31, 2023 NT 10-K

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

March 27, 2023 8-K

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 H

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

March 27, 2023 EX-99.1

Tempo Automation Announces Definitive Agreement to Acquire Optimum Design Associates Extending Its Accelerated Manufacturing Platform to Electronic Design Services

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

March 27, 2023 EX-2.1

Securities Purchase Agreement, dated March 25, 2023, by and among the Company, Optimum Design Associates, Inc., Optimum Design Associates Pty. Ltd., Nick Barbin and Roger Hileman (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on 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

March 27, 2023 EX-99.2

MARCH 2023 Software - Accelerated Electronics Manufacturing 1 MARCH 2023 TEMPOAUTOMATION.COM Acquisition of Optimum Design Associates

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

March 27, 2023 424B3

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

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

February 21, 2023 S-8

 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.

February 21, 2023 EX-99.7

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.7 to the Company’s Registration Statement on Form S-8 filed on 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

February 21, 2023 EX-99.2

Form of Stock Option Grant Notice and Stock Option Agreement under the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on 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

February 21, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Tempo Automation Holdings, Inc.

February 21, 2023 EX-99.3

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed on 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,

February 21, 2023 EX-99.6

Form of Stock Option Grant Notice and Stock Option Agreement under the Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8 filed on 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

February 14, 2023 424B3

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

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

February 13, 2023 EX-FILING FEES

Filing Fee Table.

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.

February 13, 2023 EX-10.22

Secured Promissory Note, dated as of November 22, 2022, of Tempo Automation, Inc. in favor of Ocean II PLO LLC.

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

February 13, 2023 EX-10.24

Joinder to Pledge Agreement, dated as of November 22, 2022, by and between the Company and Ocean II PLO LLC.

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

February 13, 2023 CORRESP

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

February 13, 2023 EX-10.20

First Amended and Restated Loan and Security Agreement, dated as of November 22, 2022, by and among Tempo Automation, Inc., Structural Capital Investments III, LP, Series Structural DCO II series of Structural Capital DCO, LLC, CEOF Holdings LP, SQN Tempo Automation, LLC, SQN Venture Income Fund II, LP and Ocean II PLO LLC.*

  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

February 13, 2023 EX-10.21

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

February 13, 2023 S-1/A

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.

February 13, 2023 EX-10.23

Collateral Pledge Agreement, dated as of October 13, 2021, by and between Tempo Automation, Inc. and Ocean II PLO LLC.

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

February 10, 2023 CORRESP

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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

February 3, 2023 SC 13G/A

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

February 2, 2023 SC 13G

US88024M1080 / TEMPO AUTOMATION HOLDINGS INC / HIGHBRIDGE CAPITAL MANAGEMENT LLC - TEMPO AUTOMATION HOLDINGS, INC. Passive Investment

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

January 26, 2023 EX-FILING FEES

Filing Fee Table.

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.

January 26, 2023 S-1/A

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.

January 25, 2023 CORRESP

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January 25, 2023 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 13, 2023 SC 13G

TMPO / Tempo Automation Holdings Inc - Class A / SQN Venture Partners, LLC - SC 13G Passive Investment

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

January 12, 2023 8-K

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

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

January 12, 2023 EX-10.1

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

December 22, 2022 S-1

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.

December 22, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Tempo Automation Holdings, Inc.

December 16, 2022 EX-99.1

Tempo Provides Third Quarter 2022 Financial and Operational Results Commentary and 2022 and 2023 Guidance

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

December 16, 2022 8-K

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

December 6, 2022 EX-4.1

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

December 6, 2022 EX-4.2

Specimen Warrant Certificate.

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

December 6, 2022 EX-2.1

Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, by and among ACE Convergence Acquisition Corp., ACE Convergence Subsidiary Corp. and Tempo Automation, Inc.

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

December 6, 2022 EX-16.1

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

December 6, 2022 8-K

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

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

December 6, 2022 EX-10.2

Amended and Restated Registration Rights Agreement, dated as of November 22, 2023, by and among the Company, ACE Convergence Acquisition LLC, the other parties to the Sponsor Support Agreement and certain former stockholders of Tempo Automation, Inc.

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

December 6, 2022 EX-10.9

Form of Third Amended and Restated Subscription Agreement, by and between the Company and the undersigned subscriber party thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-10.14

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

December 6, 2022 EX-3.2

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

December 6, 2022 EX-10.11

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

December 6, 2022 EX-10.3

Lock-Up Agreement, dated as of July 27, 2020, by and between the Company, ACE Convergence Acquisition LLC and the other parties thereto.

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

December 6, 2022 EX-99.2

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.

December 6, 2022 EX-2.2

First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of September 7, 2022, by and among ACE Convergence Acquisition Corp., ACE Convergence Subsidiary Corp. and Tempo Automation, Inc.

?? 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

December 6, 2022 EX-10.5

Sponsor Support Agreement, dated October 13, 2021, by and among ACE Convergence Acquisition LLC, the Company, certain of ACE’s directors, officers and initial shareholders and their permitted transferees, and Tempo Automation, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-10.13

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

December 6, 2022 EX-10.12

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

December 6, 2022 EX-10.10

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

December 6, 2022 EX-10.1

First Amended and Restated Loan and Security Agreement, dated as of November 22, 2022, by and among Tempo Automation, Inc., as borrower, Structural Capital Investments III, LP, Series Structural DCO II series of Structural Capital DCO, LLC, CEOF Holdings LP, SQN Tempo Automation, LLC, SQN Venture Income Fund II, LP and Ocean II PLO LLC, as administrative and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-10.6

Amendment to Sponsor Support Agreement, dated as of July 6, 2022, by and among the Company, Tempo Automation, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 List of Subsidiaries of Tempo Automation Holdings, Inc. Subsidiary Jurisdiction of Incorporation Tempo Automation, Inc. Delaware

December 6, 2022 EX-2.3

Second Amendment to Amended and Restated Agreement and Plan of Merger, dated as of September 7, 2022, by and among ACE Convergence Acquisition Corp., ACE Convergence Subsidiary Corp. and Tempo Automation, Inc.

?? 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

December 6, 2022 EX-10.7

Second Amendment to Sponsor Support Agreement, dated as of August 12, 2022, by and among the Company, Tempo Automation, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-10.8

Third Amendment to Sponsor Support Agreement, dated as of September 7, 2022, by and among the Company, Tempo Automation, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on 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

December 6, 2022 EX-14.1

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

December 6, 2022 EX-3.1

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

December 6, 2022 EX-99.1

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

December 5, 2022 SC 13D

TMPO / Tempo Automation Holdings Inc - Class A / Point72 Private Investments, LLC - TEMPO AUTOMATION HOLDINGS, INC. Activist Investment

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,

December 5, 2022 SC 13G

TMPO / Tempo Automation Holdings Inc - Class A / Structural Capital Management Co II, LP - SC 13G Passive Investment

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

December 1, 2022 SC 13D

TMPO / Tempo Automation Holdings Inc - Class A / ACE Convergence Acquisition LLC - SC 13D Activist Investment

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

December 1, 2022 EX-99.3

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.

December 1, 2022 EX-99.4

LOCK-UP AGREEMENT

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.

December 1, 2022 EX-99.1

JOINT FILING AGREEMENT

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.

November 28, 2022 SC 13D/A

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

November 28, 2022 EX-99.7

Lock-Up Agreement, dated as of November 22, 2022, by and among the Issuer, Sponsor and the other parties thereto.

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.

November 28, 2022 EX-99.6

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.

November 23, 2022 EX-10.1

Common Stock Purchase Agreement, dated November 21, 2022, by and between the Company and White Lion Capital, LLC.

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

November 23, 2022 EX-10.2

Restated Registration Rights Agreement, dated as of November 21, 2022, by and among the Company and White Lion Capital, LLC.

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

November 23, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

November 23, 2022 EX-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”

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

November 21, 2022 425

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

November 14, 2022 10-Q

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 SECTI

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

November 1, 2022 424B3

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 DOMEST

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

October 28, 2022 CORRESP

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

October 18, 2022 CORRESP

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.

October 18, 2022 POS AM

Second Amendment to Amended and Restated Agreement and Plan of Merger, dated as of September 7, 2022, by and among ACE Convergence Acquisition Corp., ACE Convergence Subsidiary Corp. and Tempo Automation, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Registration Statement on Form S-4/A filed on October 18, 2022).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 18, 2022 Registration No.

October 11, 2022 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): October 11, 2022 (October 11, 202

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

October 11, 2022 8-K

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, 202

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

October 11, 2022 EX-3.1

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

October 11, 2022 EX-3.1

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

October 6, 2022 POS AM

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.

September 26, 2022 POS AM

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.

September 23, 2022 CORRESP

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

September 21, 2022 CORRESP

* * *

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.

September 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 20, 2022 425

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

September 15, 2022 425

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

September 15, 2022 425

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

September 8, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 ? Calculation of Filing Fee Tables ? Form S-4 (Form Type) ? ACE Convergence Acquisition Corp.

September 8, 2022 POS AM

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.

September 8, 2022 EX-10.36

Letter Agreement, dated as of September 4, 2022, by and among the Registrant, Tempo Automation, Inc., Oaktree Capital Management, L.P. and OCM Tempo Holdings, LLC.

? 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

September 7, 2022 CORRESP

Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 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.

August 29, 2022 EX-10.1

Amended and Restated Convertible Promissory Note, dated as of January 13, 2022, by and between the Registrant and ACE Convergence Acquisition LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on 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

August 29, 2022 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): August 29, 2022 (August 28, 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

August 29, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

August 29, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 29, 2022 EX-10.1

Second Amended and Restated Convertible Promissory Note, dated as of August 28, 2022, by and between ACE Convergence Acquisition Corp. and ACE Convergence Acquisition LLC

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

August 15, 2022 10-Q

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

? ? ? 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

August 12, 2022 CORRESP

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.

August 12, 2022 POS AM

Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, by and among ACE Convergence Acquisition Corp., ACE Convergence Subsidiary Corp. and Tempo Automation, Inc. (incorporated by reference to Annex A to the Registrant’s Registration Statement on Form S-4 filed on August 12, 2022)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2022 Registration No.

August 12, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp.

August 3, 2022 SC 13G/A

ACEV / ACE Convergence Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ACE CONVERGENCE ACQUISITION CORP. Passive Investment

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

August 2, 2022 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): August 2, 2022 (July 30, 2022) AC

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

August 2, 2022 8-K

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

July 29, 2022 8-K

Other Events

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

July 29, 2022 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

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

July 12, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

July 12, 2022 EX-3.1

Third Amended and Restated Memorandum and Articles of Association of ACE Convergence Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on 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

July 12, 2022 EX-3.1

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

July 12, 2022 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

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

July 8, 2022 EX-10.2

Amendment to Sponsor Support Agreement, dated as of July 6, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on 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

July 8, 2022 8-K

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

July 8, 2022 EX-10.2

Amendment to Sponsor Support Agreement, dated as of July 6, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc. and the other parties thereto

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

July 8, 2022 EX-10.1

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

July 8, 2022 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 8, 2022 (July 6, 2022) ACE C

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

July 8, 2022 EX-10.1

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

July 5, 2022 EX-10.37

Letter Agreement, dated as of July 1, 2022, by and among the Registrant, Tempo Automation, Inc. and ACE SO3 SPV Limited.

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

July 5, 2022 POS AM

First Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of September 7, 2022, by and among the Registrant, ACE Convergence Subsidiary Corp. and Tempo Automation, Inc. (included as Annex A-2 to the proxy statement/prospectus).

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

July 5, 2022 EX-10.36

Letter Agreement, dated as of July 1, 2022, by and among the Registrant, Tempo Automation, Inc., Whizz Systems, Inc. and the other parties party thereto.

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

July 5, 2022 EX-99.8

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

July 5, 2022 EX-10.34

Registration Rights Agreement, dated as of March 16, 2022, by and between the Registrant and CF Principal Investments LLC

? 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

July 5, 2022 EX-FILING FEES

Filing Fee Table.

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

July 5, 2022 EX-10.39

Subscription Agreement, dated as of July 1, 2022, by and between the Registrant and ACE Equity Partners International Pte. Ltd.

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

July 5, 2022 EX-10.30

Amended and Restated Convertible Promissory Note, dated as of January 13, 2022, by and between the Registrant and ACE Convergence Acquisition LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 29, 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

July 5, 2022 EX-10.38

Unsecured Subordinated Convertible Note, dated as of July 1, 2022, by and among the Registrant, Tempo Automation, Inc. and ACE Equity Partners International Pte. Ltd.

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

July 5, 2022 EX-10.35

Letter Agreement, dated as of July 1, 2022, by and among the Registrant, Tempo Automation, Inc., Compass Diversified Holdings LLC and Compass AC Holdings, Inc.

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

June 30, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 30, 2022 CORRESP

* * *

Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.

June 24, 2022 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 24, 2022 CORRESP

Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, CA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 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.

June 3, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 13, 2022 10-Q

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 March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 3, 2022 8-K

Other Events

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

May 3, 2022 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): May 3, 2022 (May 2, 2022) ACE Con

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

April 19, 2022 425

Tempo Automation, Inc. and ACE Convergence Acquisition Corp. Announce Effectiveness of Registration Statement, Date of ACE’s Extraordinary General Meeting to Approve Proposed Business Combination Extraordinary General Meeting Scheduled for May 5, 202

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

April 18, 2022 424B3

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 DOMEST

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

April 18, 2022 S-4/A

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.

April 14, 2022 CORRESP

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

March 23, 2022 425

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

March 17, 2022 EX-FILING FEES

Filing Fee Table.

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

March 17, 2022 EX-10.37

Common Stock Purchase Agreement, dated as of March 16, 2022, by and between the Registrant and CF Principal Investments LLC

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

March 17, 2022 EX-10.33

Letter Agreement, dated as of March 16, 2022, by and among the Registrant, Tempo Automation, Inc. and ACE SO3 SPV Limited

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

March 17, 2022 425

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

March 17, 2022 EX-10.38

Registration Rights Agreement, dated as of March 16, 2022, by and between the Registrant and CF Principal Investments LLC

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

March 17, 2022 EX-10.34

Form of Amended and Restated PIPE Common Stock Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto

? 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

March 17, 2022 S-4/A

Second Amended and Restated Memorandum and Articles of Association of the Registrant (included as Annex I to the proxy statement/prospectus).

Table of Contents As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

March 17, 2022 EX-10.35

Securities Purchase Agreement, dated as of March 16, 2022, by and among the Registrant, Tempo Automation, Inc. and ACE SO3 SPV Limited

? 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

March 17, 2022 CORRESP

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.

March 17, 2022 EX-10.36

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

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 10, 2022 EX-4.2

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

March 10, 2022 425

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

February 11, 2022 SC 13G/A

ACEV / ACE Convergence Acquisition Corp / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

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

February 7, 2022 EX-99.1

JOINT FILING AGREEMENT

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.

February 7, 2022 SC 13D

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)

February 7, 2022 SC 13G/A

ACEV / ACE Convergence Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ACE CONVERGENCE ACQUISITION CORP. Passive Investment

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

February 4, 2022 SC 13G/A

ACEV / ACE Convergence Acquisition Corp / ACE Convergence Acquisition LLC - 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

February 4, 2022 SC 13G/A

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

February 4, 2022 SC 13G/A

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

February 1, 2022 EX-99.1

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

February 1, 2022 EX-21.1

List of Subsidiaries of Registrant.

Exhibit 21.1 List of Subsidiaries of ACE Convergence Acquisition Corp. ? Subsidiary Jurisdiction ? ? ACE Convergence Subsidiary Corp. Delaware ?

February 1, 2022 S-4/A

Sponsor Support Agreement, dated October 13, 2021, by and among ACE Convergence Acquisition LLC, the Registrant, certain of ACE’s directors, officers and initial shareholders and their permitted transferees, and Tempo Automation, Inc. (included as Annex B to the Registrant’s Registration Statement on Form S-4/A filed on February 1, 2022).

Table of Contents As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.

February 1, 2022 EX-10.27

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

February 1, 2022 EX-10.26

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

February 1, 2022 EX-99.6

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

February 1, 2022 EX-10.17

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

February 1, 2022 EX-99.5

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

February 1, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 ? Calculation of Filing Fee Tables Form S-4 (Form Type) ACE Convergence Acquisition Corp.

February 1, 2022 EX-2.2

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”)

February 1, 2022 EX-4.4

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 “

February 1, 2022 EX-99.7

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

February 1, 2022 EX-99.4

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

January 31, 2022 CORRESP

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.

January 27, 2022 SC 13G/A

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

January 26, 2022 EX-10.1

Amendment No. 1 to the Investment Management Trust Agreement, dated as of January 25, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee

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

January 26, 2022 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 26, 2022 (January 21, 202

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

January 26, 2022 EX-3.1

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

January 26, 2022 EX-3.1

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

January 26, 2022 EX-10.1

Amendment No. 1 to the Investment Management Trust Agreement, dated as of January 25, 2022, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on 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

January 26, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

January 20, 2022 EX-10.2

Letter Agreement, dated as of January 18, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc. and OCM Tempo Holdings, LLC

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

January 20, 2022 EX-10.2

Letter Agreement, dated as of January 18, 2022, by and among the Registrant, Tempo Automation, Inc. and OCM Tempo Holdings, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on 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

January 20, 2022 425

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

January 20, 2022 EX-10.1

Subscription Agreement, dated as of January 18, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc., OCM Tempo Holdings, LLC and Tor Asia Credit Opportunity Master Fund II LP

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

January 20, 2022 EX-10.3

Information Rights and Confidentiality Agreement, dated as of January 18, 2022, by and among the Registrant, Tempo Automation, Inc. and Tor Asia Credit Opportunity Master Fund II LP (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on 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

January 20, 2022 EX-10.4

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

January 20, 2022 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 20, 2022 (January 18, 202

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

January 20, 2022 EX-10.1

Subscription Agreement, dated as of January 18, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc., OCM Tempo Holdings, LLC and Tor Asia Credit Opportunity Master Fund II LP

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

January 20, 2022 EX-10.3

Information Rights and Confidentiality Agreement, dated as of January 18, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc. and Tor Asia Credit Opportunity Master Fund II LP

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

January 20, 2022 EX-10.5

Letter Agreement, dated as of January 18, 2022, by and among ACE Convergence Acquisition Corp., Tempo Automation, Inc. and ACE SO3 SPV Limited

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

January 20, 2022 EX-10.5

Letter Agreement, dated as of January 18, 2022, by and among the Registrant, Tempo Automation, Inc. and ACE SO3 SPV Limited (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on 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

January 20, 2022 8-K

Entry into a Material Definitive Agreement, Termination of 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): 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

January 20, 2022 EX-10.4

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on 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

January 19, 2022 425

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

January 18, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

January 18, 2022 EX-10.1

Convertible Promissory Note, dated as of January 13, 2022, by and between ACE Convergence Acquisition Corp. and ACE Convergence Acquisition LLC (incorporated by reference to ACE Convergence Acquisition Corp.’s Current Report on Form 8-K filed on 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

January 18, 2022 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, 202

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

January 18, 2022 EX-10.1

Convertible Promissory Note, dated as of January 13, 2022, by and between ACE Convergence Acquisition Corp. and ACE Convergence Acquisition LLC

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

January 14, 2022 425

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

January 13, 2022 DEFA14A

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 (Ame

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

January 13, 2022 425

Tempo at CJS Securities 22nd Annual New Ideas for the New Year Investor Conference Wednesday, January 12, 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

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