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 1" is incorporated by reference into this Item 5.03 to the
extent required.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Extraordinary General Meeting
On October 11, 2022, ACE Convergence Acquisition Corp. ("ACE" or the "Company")
held an extraordinary general meeting (the "Extraordinary General Meeting"), at
which holders of 6,958,499 ordinary shares, comprised of 1,208,499 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 71.77% of the voting power of the 9,695,298 issued and outstanding
ordinary shares of the Company, comprised of 3,945,298 Class A Ordinary Shares
and 5,750,000 Class B Ordinary Shares, entitled to vote at the Extraordinary
General Meeting at the close of business on September 2, 2022, which was the
record date (the "Record Date") for the Extraordinary 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
(as defined below), a total of 239 Shareholders have elected to redeem an
aggregate of 1,202,070 Class A Ordinary Shares, representing approximately
30.47% of the issued and outstanding Class A Ordinary Shares. A summary of the
voting results at the Extraordinary General Meeting for each of the proposals is
set forth below.
Proposal 1
The Shareholders approved, by special resolution, the proposal to amend the
Company's Third 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 Company's initial public offering from
October 13, 2022, to January 30, 2023 (the "Charter Extension"). The voting
results for such proposal were as follows:
For Against Abstain Broker Non-Votes
6,926,375 30,546 1,578 0
On October 11, 2022, to effectuate the Charter Extension, the Company filed with
the Cayman Islands Registrar of Companies the Fourth Amended and Restated
Memorandum and Articles of Association of the Company (the "Fourth A&R
Charter"). The foregoing description of the Fourth A&R Charter does not purport
to be complete and is qualified in its entirety by the terms of the Fourth A&R
Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Proposal 2
The proposal to adjourn the Extraordinary 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 Charter Extension proposal, was not presented at the Extraordinary
General Meeting, as the Charter Extension proposal received a sufficient number
of votes for approval.
Additional Information and Where to Find It
Additional information about the proposed business combination (the "Tempo
Transaction") between Tempo Automation, Inc. (collectively with its
subsidiaries, "Tempo") and ACE, including a copy of the agreement and plan of
merger 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 (as it has been
and may be amended or supplemented from time to time, the "Registration
Statement"). The Registration Statement has been declared effective, and ACE has
filed post-effective amendments thereto. In advance of the vote by ACE's
shareholders with respect to the Tempo Transaction and other matters as
described in the Registration Statement, ACE will mail a definitive proxy
statement to its shareholders in connection with ACE's solicitation of proxies
for such vote. 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.
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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 Tempo
Transaction, including statements regarding the benefits of the Tempo
Transaction, the anticipated timing of the Tempo Transaction, 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 Tempo
Transaction 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 Tempo
Transaction may not be completed by ACE's business combination deadline and the
potential failure to obtain an additional extension of the business combination
deadline if sought by ACE, (iii) the failure to satisfy the conditions to the
consummation of the Tempo Transaction, 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, (iv) the lack of a third party valuation in determining whether or
not to pursue the Tempo Transaction, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the amended and
restated agreement and plan of merger, (vi) the effect of the announcement or
pendency of the Tempo Transaction on Tempo's business relationships,
performance, and business generally, (vii) risks that the Tempo Transaction
disrupts current plans of Tempo and potential difficulties in Tempo employee
retention as a result of the Tempo Transaction, (viii) the outcome of any legal
proceedings that may be instituted against Tempo or against ACE related to the
amended and restated agreement and plan of merger or the Tempo Transaction, (ix)
the ability to maintain the listing of ACE's securities on The Nasdaq Stock
Market LLC, (x) volatility in the price of ACE's securities 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, (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the Tempo Transaction,
and identify and realize additional opportunities, (xii) the risk of downturns
in the highly competitive industry in which Tempo operates, (xiii) the impact of
the global COVID-19 pandemic, (xiv) 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, (xv) the ability of Tempo to protect the intellectual
property and confidential information of its customers, (xvi) the risk of
downturns in the highly competitive additive manufacturing industry, and (xvii)
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"), its 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, ACE's 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.
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Fourth Amended and Restated Memorandum and Articles of Association of
3.1 the Company
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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ACE CONVERGENCE ACQUISITION CORP. 
