4//SEC Filing
ACE Equity Partners LLC 4
Accession 0001104659-22-122167
CIK 0001813658other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 8:12 PM ET
Size
24.7 KB
Accession
0001104659-22-122167
Insider Transaction Report
Form 4
ACE SO5 Holdings Ltd
10% Owner
Transactions
- Other
Common Stock
2022-11-22+95,694→ 95,694 total(indirect: See Footnote) - Other
Class B ordinary shares
2022-11-22−755,930→ 0 total(indirect: See Footnote)→ Common Stock (755,930 underlying) - Purchase
Common Stock
2022-11-22+520,000→ 520,000 total(indirect: See Footnote) - Other
Common Stock
2022-11-22+485,714→ 485,714 total(indirect: See Footnote) - Other
Private Placement Warrants
2022-11-22+891,714→ 891,714 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (891,714 underlying) - Other
Private Placement Warrants
2022-11-22+468,750→ 468,750 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (468,750 underlying)
Transactions
- Purchase
Common Stock
2022-11-22+520,000→ 520,000 total(indirect: See Footnote) - Other
Private Placement Warrants
2022-11-22+468,750→ 468,750 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (468,750 underlying) - Other
Class B ordinary shares
2022-11-22−755,930→ 0 total(indirect: See Footnote)→ Common Stock (755,930 underlying) - Other
Common Stock
2022-11-22+485,714→ 485,714 total(indirect: See Footnote) - Other
Common Stock
2022-11-22+95,694→ 95,694 total(indirect: See Footnote) - Other
Private Placement Warrants
2022-11-22+891,714→ 891,714 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (891,714 underlying)
Ko David Young
10% Owner
Transactions
- Other
Class B ordinary shares
2022-11-22−755,930→ 0 total(indirect: See Footnote)→ Common Stock (755,930 underlying) - Other
Common Stock
2022-11-22+485,714→ 485,714 total(indirect: See Footnote) - Other
Common Stock
2022-11-22+95,694→ 95,694 total(indirect: See Footnote) - Purchase
Common Stock
2022-11-22+520,000→ 520,000 total(indirect: See Footnote) - Other
Private Placement Warrants
2022-11-22+468,750→ 468,750 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (468,750 underlying) - Other
Private Placement Warrants
2022-11-22+891,714→ 891,714 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (891,714 underlying)
ACE Equity Partners LLC
10% Owner
Transactions
- Other
Class B ordinary shares
2022-11-22−755,930→ 0 total(indirect: See Footnote)→ Common Stock (755,930 underlying) - Other
Private Placement Warrants
2022-11-22+891,714→ 891,714 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (891,714 underlying) - Other
Common Stock
2022-11-22+95,694→ 95,694 total(indirect: See Footnote) - Other
Private Placement Warrants
2022-11-22+468,750→ 468,750 total(indirect: See Footnote)Exercise: $11.50Exp: 2027-11-22→ Common Stock (468,750 underlying) - Other
Common Stock
2022-11-22+485,714→ 485,714 total(indirect: See Footnote) - Purchase
Common Stock
2022-11-22+520,000→ 520,000 total(indirect: See Footnote)
Footnotes (11)
- [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."
- [F10]Represents Private Placement Warrants distributed to ACE SO3 Holdings Limited ("ACE SO3") in May 2022.
- [F11]Reflects securities held directly by ACE SO3. The sole shareholder of ACE SO3 is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.
- [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.
- [F3]Reflects securities held directly by ACE SO5 Holdings Limited ("ACE SO5"). ACE Equity Partners International Pte Ltd. ("AEPI") is the sole owner of the voting equity of ACE SO5. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko. Denis Tse is the manager of ACE SO5. Mr. Tse disclaims beneficial ownership of securities held by ACE SO5.
- [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.
- [F5]Reflects securities held directly by AEPI. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.
- [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.
- [F7]Reflects securities held directly by Acme Height Limited ("Acme Height"). AEPI is the sole owner of Acme Height. The sole shareholder of AEPI is ACE Equity Partners LLC, which is wholly owned and controlled by David Y. Ko.
- [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.
- [F9]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.
Documents
Issuer
Tempo Automation Holdings, Inc.
CIK 0001813658
Entity typeother
Related Parties
1- filerCIK 0001951361
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 8:12 PM ET
- Size
- 24.7 KB