ACE SO5 Holdings Ltd's Form 4 filing
Tempo Automation Holdings, Inc. (TMPO) · filed Nov 25, 2022
- Accession no.
- 0001104659-22-122167
- Filed
- Nov 25, 2022, 8:12 PM ET
- Trade date
- Nov 22, 2022
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 3 derivative transactions. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| ACE SO5 Holdings LtdCIK 0001909358 | 10% Owner |
| ACE Equity Partners LLCCIK 0001951361 | 10% Owner |
| ACE Equity Partners International PTE Ltd.CIK 0001951364 | 10% Owner |
| Ko David YoungCIK 0001951600 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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."
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table II.
- F10
Represents Private Placement Warrants distributed to ACE SO3 Holdings Limited ("ACE SO3") in May 2022.
Referenced by the price of 1 transaction in Table II.
Remarks
The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.