Item 1.01 Entry into a Material Definitive Agreement.
On January 25, 2022, in connection with its 2021 annual general meeting (the
"Annual General Meeting") of shareholders held on January 21, 2022, ACE
Convergence Acquisition Corp. (the "Company" or "ACE") and Continental Stock
Transfer & Trust Company (the "Trustee") entered into Amendment No. 1 to the
Investment Management Trust Agreement (the "Trust Amendment"), which amends the
Investment Management Trust Agreement entered into by the Company and the
Trustee on July 27, 2020 (the "Trust Agreement"), to extend the date on which
the Trustee must liquidate the trust account established in connection with the
Company's initial public offering that was consummated on July 30, 2020 (the
"IPO"), if the Company has not completed its initial business combination from
January 30, 2022, to July 13, 2022. The foregoing description of the Trust
Amendment does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Trust Amendment, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K under
the heading "Proposal 3" is incorporated by reference into this Item 5.03 to the
extent required herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual General Meeting of Shareholders
On January 21, 2022, the Company held the Annual General Meeting, at which
holders of 19,004,733 ordinary shares, comprised of 13,254,733 Class A ordinary
shares, par value $0.0001 per share ("Class A Ordinary Shares") and 5,750,000
Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary
Shares"), were present in person or by proxy, representing approximately 66.1%
of the voting power of the 28,750,000 issued and outstanding ordinary shares of
the Company, comprised of 23,000,000 Class A Ordinary Shares and 5,750,000 Class
B Ordinary Shares, entitled to vote at the Annual General Meeting at the close
of business on November 30, 2021, which was the record date (the "Record Date")
for the Annual General Meeting. Shareholders of record as of the close of
business on the Record Date are referred to herein as "Shareholders". In
connection with the Charter Extension (defined below), a total of 772
Shareholders have elected to redeem an aggregate of 14,797,723 Class A Ordinary
Shares, representing approximately 64.34% of the issued and outstanding Class A
Ordinary Shares. A summary of the voting results at the Annual General Meeting
for each of the proposals is set forth below.
Proposal 1
The Shareholders approved, by ordinary resolution, the proposal to re-appoint
Behrooz Abdi, Denis Tse, Kenneth Klein, Omid Tahernia, Ryan Benton and Raquel
Chmielewski as directors of the Company, to serve until the 2022 annual general
meeting of shareholders of the Company and until their respective successors are
duly elected and qualified (the "Director Election Proposal"). The voting
results for such proposal were as follows:
Behrooz Abdi
For Against Abstain Broker Non-Votes
18,933,599 30,606 40,528 0
Denis Tse
For Against Abstain Broker Non-Votes
18,934,301 29,439 40,993 0
Kenneth Klein
For Against Abstain Broker Non-Votes
18,765,095 198,838 40,800 0
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Omid Tahernia
For Against Abstain Broker Non-Votes
18,761,321 201,619 41,793 0
Ryan Benton
For Against Abstain Broker Non-Votes
18,934,682 27,347 42,704 0
Raquel Chmielewski
For Against Abstain Broker Non-Votes
18,735,988 225,126 43,619 0
Proposal 2
The Shareholders approved, by ordinary resolution, the proposal to ratify the
appointment of WithumSmith+Brown, PC as the Company's independent registered
public accounting firm for the Company's fiscal year ending December 31, 2022
(the "Independent Registered Public Accounting Firm Proposal"). The voting
results for such proposal were as follows:
For Against Abstain Broker Non-Votes
18,945,493 49,118 10,122 N/A
Proposal 3
The Shareholders approved, by special resolution, the proposal to amend the
Company's Amended and Restated Memorandum and Articles of Association to extend
the date by which the Company must (1) consummate a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or similar business
combination (an "initial business combination"), (2) cease its operations except
for the purpose of winding up if it fails to complete such initial business
combination, and (3) redeem all of the Class A Ordinary Shares included as part
of the units sold in the IPO, from January 30, 2022, to July 13, 2022 (the
"Charter Extension"). The voting results for such proposal were as follows:
For Against Abstain Broker Non-Votes
18,945,906 44,347 14,480 0
On January 25, 2022, to effectuate the Charter Extension, the Company filed with
the Cayman Islands Registrar of Companies the Second Amended and Restated
Memorandum and Articles of Association of the Company (the "Second A&R
Charter"). The foregoing description of the Second A&R Charter does not purport
to be complete and is qualified in its entirety by the terms of the Second A&R
Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Proposal 4
The Shareholders approved, by a vote of at least 65% of the then outstanding
Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single
class, the proposal to amend the Trust Agreement to extend the date on which the
Trustee must liquidate the trust account established in connection with the IPO
if the Company has not completed its initial business combination, from January
30, 2022, to July 13, 2022 (the "Trust Extension"). The voting results for such
proposal were as follows:
For Against Abstain Broker Non-Votes
18,916,715 72,977 15,041 0
Proposal 5
The proposal to adjourn the Annual General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in the event that
there were insufficient votes for, or otherwise in connection with, the
aforementioned proposals, was not presented at the Annual General Meeting, as
each of the Director Election Proposal, the Independent Registered Public
Accounting Firm Proposal, the Charter Extension proposal and the Trust Extension
proposal received a sufficient number of votes required for approval.
The information included in Item 1.01 is incorporated by reference in this item
to the extent required herein.
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Additional Information and Where to Find It
Additional information about the proposed transaction (the "Tempo Transaction")
between Tempo Automation, Inc. (collectively with its subsidiaries and pro forma
for its acquisition of Compass AC Holdings, Inc. and Whizz Systems, Inc.,
"Tempo") and ACE, including a copy of the merger agreement and investor
presentation, was provided in a Current Report on Form 8-K filed by ACE with the
U.S. Securities and Exchange Commission (the "SEC") on October 14, 2021, and is
available at www.sec.gov. In connection with the Tempo Transaction, ACE has
filed a registration statement on Form S-4 (the "Registration Statement") with
the SEC, which includes a preliminary proxy statement to be distributed to
holders of ACE's ordinary shares in connection with ACE's solicitation of
proxies for the vote by ACE's shareholders with respect to the Tempo Transaction
and other matters as described in the Registration Statement, as well as the
prospectus relating to the offer of securities to be issued to Tempo
stockholders in connection with the Tempo Transaction. After the Registration
Statement has been declared effective, ACE will mail a definitive proxy
statement, when available, to its shareholders. The Registration Statement
includes information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to ACE's shareholders in connection
with the Tempo Transaction. ACE will also file other documents regarding the
Tempo Transaction with the SEC. Before making any voting decision, investors and
security holders of ACE and Tempo are urged to read the Registration Statement,
the proxy statement/prospectus contained therein, and all other relevant
documents filed or that will be filed with the SEC in connection with the Tempo
Transaction as they become available because they will contain important
information about the Tempo Transaction.
Investors and security holders can obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by ACE through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by ACE may be obtained free of
charge from ACE's website at acev.io or by written request to ACE at ACE
Convergence Acquisition Corp., 1013 Centre Road, Suite 403S, Wilmington, DE
19805.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
business combination (the "Proposed Business Combination") between Tempo and
ACE, including statements regarding the benefits of the Proposed Business
Combination, the anticipated timing of the Proposed Business Combination, the
services offered by Tempo and the markets in which it operates, and Tempo's
projected future results. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties that could
cause the actual results to differ materially from the expected results. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i)
the risk that the Proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of ACE's securities, (ii)
the risk that the acquisition by Tempo Automation, Inc. of each of Compass AC
Holdings, Inc. and Whizz Systems, Inc. may not be completed in a timely manner
or at all, (iii) the risk that the Proposed Business Combination may not be
completed by ACE's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by ACE, (iv)
the failure to satisfy the conditions to the consummation of the Proposed
Business Combination, including the receipt of the requisite approvals of ACE's
shareholders and Tempo's stockholders, respectively, the satisfaction of the
minimum trust account amount following redemptions by ACE's public shareholders
and the receipt of certain governmental and regulatory approvals, (v) the lack
of a third party valuation in determining whether or not to pursue the Proposed
Business Combination, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the agreement and plan
of merger, (vii) the effect of the announcement or pendency of the Proposed
Business Combination on Tempo's business relationships, performance, and
business generally, (viii) risks that the Proposed Business Combination disrupts
current plans of Tempo and potential difficulties in Tempo employee retention as
a result of the Proposed Business Combination, (ix) the outcome of any legal
proceedings that may be instituted against Tempo or against ACE related to the
agreement and plan of merger or the Proposed Business Combination, (x) the
ability to maintain the listing of ACE's securities on The Nasdaq Stock Market
LLC, (xi) the price of ACE's securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated industries in
which Tempo plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Tempo's business and changes in the
combined capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the Proposed Business
Combination, and identify and realize additional opportunities, (xiii) the risk
of downturns in the highly competitive industry in which Tempo operates, (xiv)
the impact of the global COVID-19 pandemic, (xv) the enforceability of Tempo's
intellectual property, including its patents, and the potential infringement on
the intellectual property rights of others, cyber security risks or potential
breaches of data security, (xvi) the ability of Tempo to protect the
intellectual property and confidential information of its customers, (xvii) the
risk of downturns in the highly competitive additive manufacturing industry, and
(xviii) other risks and uncertainties described in ACE's registration statement
on Form S-1 (File No. 333-239716), which was originally filed with the SEC on
July 6, 2020 (the "Form S-1"), and Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, filed with the SEC on March 17, 2021, and
subsequently amended (as amended, the "Form 10-K"), and its subsequent Quarterly
Reports on Form 10-Q. The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by investors as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of the Form S-1,
the Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement, the
proxy statement/prospectus contained therein, and the other documents filed by
ACE from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. These
risks and uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Tempo and ACE assume no obligation and do not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by
securities and other applicable laws. Neither Tempo nor ACE gives any assurance
that either Tempo or ACE, respectively, will achieve its expectations.
4
No Offer or Solicitation
This communication is for informational purposes only and does not constitute an
offer or invitation for the sale or purchase of securities, assets or the
business described herein or a commitment to ACE with respect to any of the
foregoing, and this communication shall not form the basis of any contract, nor
is it a solicitation of any vote, consent, or approval in any jurisdiction
pursuant to or in connection with the Tempo Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Participants in Solicitation
ACE and Tempo, and their respective directors and executive officers, may be
deemed participants in the solicitation of proxies of ACE's shareholders in
respect of the Tempo Transaction. Information about the directors and executive
officers of ACE is set forth in ACE's Form 10-K for the period ended December
31, 2020, as amended. Additional information regarding the identity of all
potential participants in the solicitation of proxies to ACE's shareholders in
connection with the proposed Tempo Transaction and other matters to be voted
upon at the special meeting, and their direct and indirect interests, by
security holdings or otherwise, is set forth in ACE's proxy statement. Investors
may obtain such information by reading such proxy statement.
5
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Second Amended and Restated Memorandum and Articles of Association of
the Company
10.1 Amendment No. 1 to the Investment Management Trust Agreement, dated
as of January 25, 2022, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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