Tempo Automation Holdings, Inc.: debt financing — Tempo Automation secures $7M convertible note; forbearance on cash covenant default

Tempo Automation Holdings, Inc.

Secured $7M convertible promissory note from Asia-IO; up to $4M general use, $3M for Optimum acquisition.
Note carries 12% simple interest, 3% OID, matures June 20, 2024; conversion floor $0.55, forced at $1.10.
Existing lenders forbear on $5M cash covenant default through Nov 30, 2023; interest payments capitalized.
Registration rights granted to Asia-IO for shares upon conversion.
Optimum Design Associates acquisition expected to close H2 2023 pending conditions.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Tempo Automation Holdings, Inc. incurred convertible notes of Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 million with Asia-IO Advanced Manufacturing Partners, L.P. at 12.0% per annum maturing June 20, 2024.

Instrument: convertible notes
Principal: Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 million
Counterparty: Asia-IO Advanced Manufacturing Partners, L.P.
Rate: 12.0% per annum
Maturity: June 20, 2024
Event: incurrence

Exact text from the filing

“Note”) with Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership (“Asia-IO”). The Note is a general unsecured obligation of the Company. Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 million may be drawn from time to time prior to the Maturity Date (as defined below) upon one or

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Tempo Automation Holdings, Inc. entered into Convertible Promissory Note with Asia-IO Advanced Manufacturing Partners, L.P. valued at Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 (effective 2023-06-20).

Action: entry
Agreement: credit facility
Counterparty: Asia-IO Advanced Manufacturing Partners, L.P.
Value: Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0
Effective: 2023-06-20

Exact text from the filing

On June 20, 2023, Tempo Automation Holdings, Inc. (the “Company”) entered into a Convertible Promissory Note (the “Note”) with Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership (“Asia-IO”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Tempo Automation Holdings, Inc. entered into Registration Rights Agreement with Asia-IO Advanced Manufacturing Partners, L.P. (effective 2023-06-20).

Action: entry
Counterparty: Asia-IO Advanced Manufacturing Partners, L.P.
Effective: 2023-06-20

Exact text from the filing

On June 20, 2023, contemporaneously with issuance of the Note, the Company and Asia-IO entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

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Source: SEC EDGAR

accession 0001104659-23-073337

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