Tempo Automation Holdings, Inc.: M&A transaction — ACE Convergence completes business combination with Tempo Automation, begins trading as TMPO

On November 22, 2022, in connection with the closing of the Business Combination, Legacy Tempo entered into that certain First Amended and Restated Loan and Security Agreement, dated as of November 22, 2022 (the “LSA”), by and among, Legacy Tempo, as borrower, 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 (“SQNTA”), SQN Venture Income Fund II, LP (“SQNVIFII” and, together with SCI, DCO, CEOF and SQNTA, the “Lenders” and each a “Lender”), and Ocean II PLO LLC, as administrative and collateral agent for the Lenders (the “Agent”), pursuant to which the Lenders committed to lend Legacy Tempo up to $20.0 million in term loan financing (the “LSA Facility”).

on the Closing Date, the Board approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company.

As a result of the Business Combination, the Company ceased to be a shell company.

On the Closing Date, as contemplated by the Merger Agreement and described in the section titled “Business Combination Proposal” beginning on page 128 of the Proxy Statement/Prospectus, ACE, Tempo and Merger Sub consummated the business combination contemplated by the Merger Agreement (the “Closing”) whereby (i) Merger Sub was merged with and into Legacy Tempo, with Legacy Tempo surviving the merger as a wholly owned subsidiary of the Company and (ii) ACE changed its name to “Tempo Automation Holdings, Inc.”

On November 22, 2022, in connection with the closing of the Business Combination, Legacy Tempo entered into that certain First Amended and Restated Loan and Security Agreement, dated as of November 22, 2022 (the “LSA”), by and among, Legacy Tempo, as borrower, 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 (“SQNTA”), SQN Venture Income Fund II, LP (“SQNVIFII” and, together with SCI, DCO, CEOF and SQNTA, the “Lenders” and each a “Lender”), and Ocean II PLO LLC, as administrative and collateral agent for the Lenders (the “Agent”), pursuant to which the Lenders committed to lend Legacy Tempo up to $20.0 million in term loan financing (the “LSA Facility”).

On November 22, 2022, in connection with the consummation of the Business Combination, the Company entered into subscription agreements (each, a “Lender Subscription Agreement” and collectively, the “Lender Subscription Agreements” and together with the Third A&R Subscription Agreements, the “Subscription Agreements”) with each of the Lenders pursuant to which the Lenders agreed to purchase, and the Company agreed to issue and sell to the Lenders, an aggregate of 700,000 shares of Common Stock (collectively, the “Lender Committed Shares” and together with the Initial Committed Shares, the “Committed PIPE Shares”), at a purchase price of $10.00 per share (or an aggregate purchase price of $7,000,000), which purchase price was paid by offsetting it against a corresponding amount of the outstanding balance under the Prior LSA in accordance with the terms of the Prior LSA.