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 (as amended, the "Merger
Agreement," and the transactions contemplated thereby, the "Business
Combination") with Tempo Automation, Inc. ("Tempo Automation") and ACE
Convergence Subsidiary Corp. ("Merger Sub"), which provides for, among other
things, the merger of Merger Sub with and into Tempo Automation (the "Merger"),
with Tempo Automation surviving the Merger as a wholly-owned subsidiary of ACE.
As part of the transactions contemplated by the Merger Agreement and as a
condition to the consummation of the Business Combination, Tempo Automation was
to acquire 100% of the issued and outstanding equity interests in each of
Compass AC Holdings, Inc. ("Compass"), pursuant to a separate Agreement and Plan
of Merger (the "Compass Merger Agreement"), and Whizz Systems, Inc. ("Whizz").
On July 28, 2022, Compass Diversified Holdings (NYSE: CODI), the parent company
of Compass, and Compass delivered notice of termination of the Compass Merger
Agreement to Tempo.
ACE, Tempo Automation and Whizz are continuing to pursue a potential business
combination involving ACE, Tempo Automation and Whizz, and expect to consummate
such business combination in the third quarter of 2022. In connection therewith,
ACE expects to file one or more additional post-effective amendments to the
Registration Statement on Form S-4 (File No. 333-261055) previously filed by
ACE.
Additional Information and Where to Find It
Additional information about the proposed transaction (the "Proposed Business
Combination") between Tempo Automation (collectively with its subsidiaries and
pro forma for its acquisition of Whizz, "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 Proposed Business Combination, 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 a post-effective amendment thereto. In advance of
the vote by ACE's shareholders with respect to the Proposed Business Combination
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 Proposed Business Combination. 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 Proposed Business Combination. ACE will also
file other documents regarding the Proposed Business Combination with the SEC.
Before making any voting decision, investors and security holders of ACE and
Tempo Automation 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 Proposed Business
Combination as they become available because they will contain important
information about the Proposed Business Combination.
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 of Whizz 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
Merger Agreement, (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 Merger Agreement or the Proposed Business Combination, (x) the
ability to maintain the listing of ACE's securities on The Nasdaq Stock Market
LLC, (xi) 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, (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"), 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 Proposed Business Combination 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 Proposed Business Combination. Information about the directors
and executive officers of ACE is set forth in the Form 10-K. Additional
information regarding the identity of all potential participants in the
solicitation of proxies to ACE's shareholders in connection with the Proposed
Business Combination 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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