4//SEC Filing
Abdi Behrooz L. 4
Accession 0001104659-22-122169
CIK 0001813658other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 8:14 PM ET
Size
15.6 KB
Accession
0001104659-22-122169
Insider Transaction Report
Form 4
Abdi Behrooz L.
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2022-11-22+98,320→ 2,129,106 total - Award
Private Placement Warrants
2022-11-22+4,759,536→ 4,759,536 totalExercise: $11.50→ Common Stock (4,759,536 underlying) - Award
Common Stock
2022-11-22+2,030,786→ 2,030,786 total - Exercise/Conversion
Class B ordinary shares
2022-11-22−3,160,570→ 0 total→ Common Stock (3,160,570 underlying)
ACE Convergence Acquisition LLC
Director10% Owner
Transactions
- Exercise/Conversion
Class B ordinary shares
2022-11-22−3,160,570→ 0 total→ Common Stock (3,160,570 underlying) - Award
Common Stock
2022-11-22+2,030,786→ 2,030,786 total - Award
Common Stock
2022-11-22+98,320→ 2,129,106 total - Award
Private Placement Warrants
2022-11-22+4,759,536→ 4,759,536 totalExercise: $11.50→ Common Stock (4,759,536 underlying)
Footnotes (5)
- [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."
- [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 2,030,786 Issuer Class A ordinary shares in exchange for the 3,160,570 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 2,030,786 shares include 565,000 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 the other parties thereto are not met.
- [F3]The reporting person, in whose name the securities reported herein are held, is managed by its manager, Behrooz L. Abdi. Mr. Abdi may be deemed to beneficially own shares held by the reporting person by virtue of his control over the reporting person. Mr. Abdi disclaims beneficial ownership of the shares held by the reporting person, except to the extent of his pecuniary interest therein.
- [F4]Reflects shares of Issuer common stock received for Tempo common stock pursuant to the terms of the Merger Agreement.
- [F5]Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. 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 0001475839
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 8:14 PM ET
- Size
- 15.6 KB