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Form 4 Tempo Automation Holding For: Nov 22 Filed by: ACE Equity Partners LLC

November 25, 2022 8:14 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ACE Equity Partners LLC

(Last) (First) (Middle)
31, NONHYEON-RO, 36-GIL, GANGNAM-GU

(Street)
SEOUL M5 06296

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tempo Automation Holdings, Inc. [ TMPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/22/2022   J (1) (2)   485,714 A (1) (2) 485,714 I See Footnote (3)
Common Stock 11/22/2022   J (4)   95,694 A (4) 95,694 I See Footnote (5)
Common Stock 11/22/2022   P (6)   520,000 A (6) 520,000 I See Footnote (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) (2) 11/22/2022   J (1) (2)     755,930   (1) (2)   (1) (2) Common Stock (1) (2) 755,930 (1) 0 I See Footnote (3)
Private Placement Warrants $ 11.5 11/22/2022   J (8)   891,714     (9) 11/22/2027 Common Stock 891,714 (8) 891,714 I See Footnote (3)
Private Placement Warrants $ 11.5 11/22/2022   J (10)   468,750     (9) 11/22/2027 Common Stock 468,750 (10) 468,750 I See Footnote (11)
Explanation of Responses:
1. 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."
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Represents Private Placement Warrants distributed to ACE SO3 Holdings Limited ("ACE SO3") in May 2022.
11. 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.
Remarks:
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 11/25/2022
** Signature of Reporting Person Date
ACE Equity Partners International Pte Ltd., By: /s/ Denis T. Tse, as Chief Executive Officer 11/25/2022
** Signature of Reporting Person Date
ACE Equity Partners LLC, By: /s/ David Y. Ko, as Chief Executive Officer 11/25/2022
** Signature of Reporting Person Date
/s/ David Y. Ko 11/25/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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