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

Role: Director, 10%+ Owner
Signature: ACE Convergence Acquisition LLC, By: /s/ Behrooz Abdi, as Manager
Stock symbol: TMPO
Transactions as of: Nov 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/25/2022, 07:14 PM
Previous filing: Jan 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMPO	Common Stock	Award		+2.03M			2.03M	Nov 22, 2022	Direct	F1, F2, F3
transaction	TMPO	Common Stock	Award		+98.3K	+4.84%		2.13M	Nov 22, 2022	Direct	F3, F4

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	Options Exercise		-3.16M	-100%		0	Nov 22, 2022	Common Stock	3.16M		Direct	F1, F2, F3
transaction	TMPO	Private Placement Warrants	Award		+4.76M			4.76M	Nov 22, 2022	Common Stock	4.76M	$11.50	Direct	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 2,030,786 Issuer Class A ordinary shares in exchange for the 3,160,570 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 2,030,786 shares include 565,000 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 the other parties thereto are not met.
F3	The reporting person, in whose name the securities reported herein are held, is managed by its manager, Behrooz L. Abdi. Mr. Abdi may be deemed to beneficially own shares held by the reporting person by virtue of his control over the reporting person. Mr. Abdi disclaims beneficial ownership of the shares held by the reporting person, except to the extent of his pecuniary interest therein.
F4	Reflects shares of Issuer common stock received for Tempo common stock pursuant to the terms of the Merger Agreement.
F5	Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. 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.

Remarks:

Mr. Abdi, the sole manager of the reporting person, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, ACE Convergence Acquisition LLC may be deemed a director by deputization with respect to the Issuer on the basis of the service of Mr. Abdi on the Issuer's board of directors.