--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-124887" form_type: "8-K" ticker: null cik: "0001813658" company_name: "Tempo Automation Holdings, Inc." filed_at: "2022-12-06T23:59:59+00:00" generated_at: "2026-06-21T09:02:51.165274+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # ACE Convergence completes business combination with Tempo Automation, begins trading as TMPO ## Summary - Business combination closed: ACE Convergence merged with Tempo Automation; new name Tempo Automation Holdings, Inc.; shares trade on Nasdaq under TMPO and TMPOW. - Entered $20M term loan facility (LSA) and closed $10M PIPE investment at $10/share, including 2M incentive shares. - Redemptions of 473,929 SPAC shares for ~$4.9M; post-combination shares outstanding ~26.4M; 365-day lock-up for certain holders. - Legacy Tempo unaudited financials for nine months ended Sep 30, 2022 filed as Exhibit 99.1; pro forma financials as Exhibit 99.2. ## SEC filing metadata - accession: 0001104659-22-124887 - form_type: 8-K - cik: 0001813658 - company_name: Tempo Automation Holdings, Inc. - filed_at: 2022-12-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 5.06, 3.02, 4.01, 3.03, 5.01, 5.02, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/tm2231404d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-124887 - JSON: https://secwatch.observer/filing/0001104659-22-124887.json - Plain text: https://secwatch.observer/filing/0001104659-22-124887.txt ## Key facts - Debt Financings Tempo Automation Holdings, Inc. incurred term loan of up to $20.0 million with Structural Capital Investments III, LP and other lenders at greater of 9.75% and prime rate plus 4.25% plus 3.25% PIK maturing December 1, 2025. - Instrument: term loan - Principal: up to $20.0 million - Counterparty: Structural Capital Investments III, LP and other lenders - Rate: greater of 9.75% and prime rate plus 4.25% plus 3.25% PIK - Maturity: December 1, 2025 - Event: incurrence source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - Governance Changes Tempo Automation Holdings, Inc.: Adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors. - Change: code of ethics source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - Governance Changes Tempo Automation Holdings, Inc.: Company ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - M&A Transactions Tempo Automation Holdings, Inc. underwent a change of control involving Tempo Automation, Inc. (Legacy Tempo) (closed 2022-11-22). - Action: change of control - Counterparty: Tempo Automation, Inc. (Legacy Tempo) - Closing: 2022-11-22 source text: 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.” evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - Material Agreements Tempo Automation Holdings, Inc. amended First Amended and Restated Loan and Security Agreement with 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 valued at up to $20.0 million term loan financing (effective 2022-11-22). - Action: amendment - Agreement: credit facility - Counterparty: 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 - Value: up to $20.0 million term loan financing - Effective: 2022-11-22 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm - Material Agreements Tempo Automation Holdings, Inc. entered into Lender Subscription Agreement with 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 valued at 700,000 shares of Common Stock at $10.00 per share, aggregate purchase price $7,000,000 (effective 2022-11-22). - Action: entry - Agreement: equity purchase - Counterparty: 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 - Value: 700,000 shares of Common Stock at $10.00 per share, aggregate purchase price $7,000,000 - Effective: 2022-11-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1813658/000110465922124887/0001104659-22-124887-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.