0001104659-22-122167.txt : 20221125 0001104659-22-122167.hdr.sgml : 20221125 20221125201254 ACCESSION NUMBER: 0001104659-22-122167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221122 FILED AS OF DATE: 20221125 DATE AS OF CHANGE: 20221125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACE Equity Partners LLC CENTRAL INDEX KEY: 0001951361 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39406 FILM NUMBER: 221420968 BUSINESS ADDRESS: STREET 1: 1013 CENTRE ROAD, SUITE 4035 CITY: WILINGTON STATE: DE ZIP: 19805 BUSINESS PHONE: (302) 633-2102 MAIL ADDRESS: STREET 1: 1013 CENTRE ROAD, SUITE 4035 CITY: WILINGTON STATE: DE ZIP: 19805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACE SO5 Holdings Ltd CENTRAL INDEX KEY: 0001909358 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39406 FILM NUMBER: 221420967 BUSINESS ADDRESS: STREET 1: 8 MARINA VIEW STREET 2: ASIA SQUARE TOWER 1, #43-01 CITY: SINGAPORE STATE: U0 ZIP: 018960 BUSINESS PHONE: (302) 633-2102 MAIL ADDRESS: STREET 1: 8 MARINA VIEW STREET 2: ASIA SQUARE TOWER 1, #43-01 CITY: SINGAPORE STATE: U0 ZIP: 018960 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ko David Young CENTRAL INDEX KEY: 0001951600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39406 FILM NUMBER: 221420965 MAIL ADDRESS: STREET 1: 1013 CENTRE ROAD, SUITE 4035 CITY: WILINGTON STATE: DE ZIP: 19805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACE Equity Partners International PTE Ltd. CENTRAL INDEX KEY: 0001951364 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39406 FILM NUMBER: 221420966 BUSINESS ADDRESS: STREET 1: 1013 CENTRE ROAD, SUITE 4035 CITY: WILINGTON STATE: DE ZIP: 19805 BUSINESS PHONE: (302) 633-2102 MAIL ADDRESS: STREET 1: 1013 CENTRE ROAD, SUITE 4035 CITY: WILINGTON STATE: DE ZIP: 19805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tempo Automation Holdings, Inc. CENTRAL INDEX KEY: 0001813658 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 921138525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2460 ALAMEDA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-320-1261 MAIL ADDRESS: STREET 1: 2460 ALAMEDA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: ACE Convergence Acquisition Corp. DATE OF NAME CHANGE: 20200529 4 1 tm2231345-2_4seq1.xml FORM 4 X0306 4 2022-11-22 1 0001813658 Tempo Automation Holdings, Inc. TMPO 0001951361 ACE Equity Partners LLC 31, NONHYEON-RO, 36-GIL, GANGNAM-GU SEOUL M5 06296 KOREA, REPUBLIC OF 0 0 1 0 0001909358 ACE SO5 Holdings Ltd 8 MARINA VIEW ASIA SQUARE TOWER 1, #43-01 SINGAPORE U0 018960 SINGAPORE 0 0 1 0 0001951364 ACE Equity Partners International PTE Ltd. 8 MARINA VIEW ASIA SQUARE TOWER 1, #43-01 SINGAPORE U0 018960 SINGAPORE 0 0 1 0 0001951600 Ko David Young 31, NONHYEON-RO, 36-GIL, GANGNAM-GU SEOUL M5 06296 KOREA, REPUBLIC OF 0 0 1 0 Common Stock 2022-11-22 4 J 0 485714 A 485714 I See Footnote Common Stock 2022-11-22 4 J 0 95694 A 95694 I See Footnote Common Stock 2022-11-22 4 P 0 520000 A 520000 I See Footnote Class B ordinary shares 2022-11-22 4 J 0 755930 D Common Stock 755930 0 I See Footnote Private Placement Warrants 11.50 2022-11-22 4 J 0 891714 A 2027-11-22 Common Stock 891714 891714 I See Footnote Private Placement Warrants 11.50 2022-11-22 4 J 0 468750 A 2027-11-22 Common Stock 468750 468750 I See Footnote 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." 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. 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. 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. 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. 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. 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. 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. 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. Represents Private Placement Warrants distributed to ACE SO3 Holdings Limited ("ACE SO3") in May 2022. 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. The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein. ACE SO5 Holdings Limited, By: /s/ Denis T. Tse, as Director 2022-11-25 ACE Equity Partners International Pte Ltd., By: /s/ Denis T. Tse, as Chief Executive Officer 2022-11-25 ACE Equity Partners LLC, By: /s/ David Y. Ko, as Chief Executive Officer 2022-11-25 /s/ David Y. Ko 2022-11-25