Item 8.01 Other Events.
As previously announced, on October 13, 2021, ACE Convergence Acquisition Corp.
("ACE") entered into an Agreement and Plan of Merger (the "Merger Agreement,"
and the transactions contemplated thereby, the "Business Combination") with
Tempo Automation, Inc. and ACE Convergence Subsidiary Corp, a wholly owned
subsidiary of ACE. In order to obtain shareholder approval of the Business
Combination and other related proposals, ACE previously scheduled and announced
an extraordinary general meeting of shareholders (the "EGM") for May 5, 2022.
On May 2, 2022, ACE postponed the EGM to allow ACE additional time to revise and
finalize its financing arrangements with respect to the Business Combination
described in the registration statement on Form S-4 (together with all
amendments and supplements thereto, the "Registration Statement") filed by ACE
with the U.S. Securities and Exchange Commission (the "SEC"). ACE will announce
the new date for the EGM at a later time.
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
SEC on October 14, 2021, and is available at www.sec.gov. In connection with the
Tempo Transaction, ACE has filed the Registration Statement on Form S-4. The
Registration Statement has been declared effective, and ACE has mailed the
definitive proxy statement to its shareholders 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.
The Registration Statement also includes the prospectus relating to the offer of
securities to be issued to Tempo stockholders in connection with the Tempo
Transaction. 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.
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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 (as amended, the "Form S-1"), and Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, filed with the SEC on March 10, 2022
(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.
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 year ended December 31,
2021. 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
extraordinary general 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.
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