ACE Equity Partners LLC - Nov 22, 2022 Form 4 Insider Report for Tempo Automation Holdings, Inc. (TMPO)

Role
10%+ Owner
Signature
ACE SO5 Holdings Limited, By: /s/ Denis T. Tse, as Director
Stock symbol
TMPO
Transactions as of
Nov 22, 2022
Transactions value $
$0
Form type
4
Date filed
11/25/2022, 07:12 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMPO Common Stock Other +486K 486K Nov 22, 2022 See Footnote F1, F2, F3
transaction TMPO Common Stock Other +95.7K 95.7K Nov 22, 2022 See Footnote F4, F5
transaction TMPO Common Stock Purchase +520K 520K Nov 22, 2022 See Footnote F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMPO Class B ordinary shares Other -756K -100% 0 Nov 22, 2022 Common Stock 756K See Footnote F1, F2, F3
transaction TMPO Private Placement Warrants Other +892K 892K Nov 22, 2022 Common Stock 892K $11.50 See Footnote F3, F8, F9
transaction TMPO Private Placement Warrants Other +469K 469K Nov 22, 2022 Common Stock 469K $11.50 See Footnote F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ACE Equity Partners LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 22, 2022, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, as amended (the "Merger Agreement"), entered into by and among ACE Convergence Acquisition Corp. (the "Issuer"), ACE Convergence Subsidiary Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Tempo Automation, Inc. ("Tempo"), Merger Sub merged with and into Tempo, with Tempo as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Business Combination"). After the closing of the Business Combination, the Issuer changed its name to "Tempo Automation Holdings, Inc."
F2 In connection with the Business Combination, the Issuer domesticated as a Delaware corporation (the "Domestication"). Immediately prior to the Domestication, the Reporting Person received 485,714 Issuer Class A ordinary shares in exchange for the 755,930 Issuer Class B ordinary shares held by him. These Class A ordinary shares were then converted into shares of Issuer common stock in the Domestication. The 485,714 shares include 135,000 shares subject to forfeiture if the vesting conditions set forth in the Sponsor Support Agreement, dated as of October 13, 2021, as amended from time to time, entered into in connection with the Business Combination by and among the Issuer, Tempo and other parties thereto are not met.
F3 Reflects securities held directly by ACE SO5 Holdings Limited ("ACE SO5"). ACE Equity Partners International Pte Ltd. ("AEPI") is the sole owner of the voting equity of ACE SO5. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko. Denis Tse is the manager of ACE SO5. Mr. Tse disclaims beneficial ownership of securities held by ACE SO5.
F4 Reflects shares of Issuer common stock received for Tempo common stock held immediately prior to the closing of the Business Combination pursuant to the terms of the Merger Agreement.
F5 Reflects securities held directly by AEPI. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.
F6 Reflects 200,000 shares of Issuer common stock purchased from the Issuer at $10.00 per share, plus an additional 320,000 shares received for no additional consideration as incentive shares pursuant to the terms of the Third Amended and Restated Subscription Agreement entered into with respect to such purchase.
F7 Reflects securities held directly by Acme Height Limited ("Acme Height"). AEPI is the sole owner of Acme Height. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.
F8 Represents Private Placement Warrants distributed to ACE SO5 in January 2022 by ACE Convergence Acquisition LLC (the "Sponsor") which were originally acquired by the Sponsor from the Issuer in connection with the Issuer's initial public offering.
F9 Each warrant is exercisable for one share of the Issuer's common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing thirty days following the closing of the Business Combination and expire on November 22, 2027, or earlier upon redemption or liquidation.
F10 Represents Private Placement Warrants distributed to ACE SO3 Holdings Limited ("ACE SO3") in May 2022.
F11 Reflects securities held directly by ACE SO3. The sole shareholder of ACE SO3 is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.

Remarks:

The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.