SAN FRANCISCO–(BUSINESS WIRE)–Tempo Automation (“Tempo”), a leading software-accelerated electronics manufacturer, and ACE Convergence Acquisition Corp. (“ACE”), a special purpose acquisition company focused on industrial and enterprise IT, have entered into an equity investment agreement with an affiliate of Cantor Fitzgerald (such affiliate “Cantor”). Under the terms of the Facility, upon the closing of the proposed business combination between ACE and Tempo, Cantor has agreed to purchase up to a total of $100 million of post-merger Tempo common stock from time to time upon Tempo’s request. This facility will allow Tempo to opportunistically raise additional capital in the future.
As previously announced, on October 13, 2021, Tempo and ACE entered into an agreement and proposed merger (the “Merger Agreement”) relating to a proposed business combination. Upon completion of the proposed business combination, which is subject to the satisfaction or waiver of the conditions set forth in the merger agreement, the combined company is expected to be renamed Tempo Automation Holdings, Inc. and shares of its common stock are expected to be traded on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “TMPO”. Completion of the proposed business combination is a condition to Tempo’s post-merger right to provide acquisition announcements to Cantor.
Additional information and where to find it
Additional information regarding the proposed transaction (the “Tempo Transaction”) between Tempo Automation, Inc. (together with its subsidiaries and pro forma for the acquisition of Compass AC Holdings, Inc. and Whiz Systems, Inc., “Tempo”) and ACE , including a copy of the merger agreement and investor presentation, was provided in a recent report on Form 8-K filed by ACE with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 and is at www.sec.gov. In connection with the Tempo transaction, ACE has filed a registration statement on Form S-4 (as amended or supplemented, the “Registration Statement”) with the SEC containing a preliminary proxy statement to be distributed to holders of common stock of ACE in connection with the solicitation of proxies from ACE for the voting of ACE shareholders with respect to the Tempo Transaction and other matters as described in the Registration Statement and the Prospectus with respect to the offering of securities attached to Tempo Shareholders are to be issued in connection with the Tempo transaction. After the registration statement is declared effective, ACE will mail a final proxy statement to its shareholders, if available. The Registration Statement contains information regarding the persons who may be deemed, under SEC rules, to be participants in the solicitation of proxies from ACE stockholders in connection with the Tempo transaction. ACE will also file other documents with the SEC related to the Tempo transaction. Before making a voting decision, ACE and Tempo investors and security holders are urged to read the registration statement, the proxy statement/prospectus contained therein and any other relevant documents filed with the SEC in connection with the Tempo transaction or submitted as they become available, as they will contain important information about the Tempo transaction.
Investors and security holders may obtain free copies of the proxy statement/prospectus and all other relevant documents filed or to be filed by ACE with the SEC at the SEC’s website at www.sec.gov. In addition, documents submitted by ACE may be obtained free of charge from ACE’s website at acev.io or by writing a request to ACE at ACE Convergence Acquisition Corp., 1013 Center Road, Suite 403S, Wilmington, DE 19805.
No offer or solicitation
This announcement is for informational purposes only and does not constitute an offer, solicitation, to sell or buy any securities, assets or any transaction described herein, or any obligation to ACE in relation to the foregoing, and this announcement does not form the basis of any contract, nor is it a solicitation of a vote, consent or approval in any jurisdiction pursuant to or in connection with the Tempo Transaction or otherwise, nor shall any sale, issue or transfer of securities in any jurisdiction conflict with applicable law.
participants in the tender
ACE and Tempo and their respective directors and officers may be deemed participants in the solicitation of proxies from ACE shareholders in relation to the Tempo Transaction. Information regarding ACE’s directors and officers is contained on 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 shareholders in connection with the proposed Tempo Transaction and other matters to be voted on at the Special Meeting and their direct and indirect interests, whether through securities holdings or otherwise , are set out in ACE’s proxy statement. Investors can obtain such information by reading this proxy statement.