ACE Convergence Acquisition Corp. (“ACE”) (Nasdaq: ACEV), a
special purpose acquisition company focusing on industrial and
enterprise IT, and Tempo Automation, (“Tempo”), a leading
software-accelerated electronics manufacturer, announced today that
on January 13, 2022, ACE filed a supplement to its proxy statement
dated December 15, 2021, wherein ACE announced a proposal to extend
the date by which ACE must consummate its initial business
combination (the “Extension”) from January 30, 2022, to July 13,
2022, which proposal is expected to be presented at ACE’s annual
general meeting of shareholders on January 21, 2022 (link).
In connection with the proposed Extension, ACE announced that
its sponsor, ACE Convergence Acquisition LLC (the “Sponsor”), has
agreed that, if the Extension is approved, it will contribute to
ACE as a loan $0.03 for each Class A ordinary share of ACE that is
not redeemed in connection with the shareholder vote to approve the
Extension for each month (or a pro rata portion thereof if less
than a month) until the earlier of (i) the date of the
extraordinary general meeting to be held in connection with the
shareholder vote to approve the business combination between ACE
and Tempo and (ii) $1.5 million has been loaned. The amounts loaned
will be placed in the trust account established in connection with
ACE’s initial public offering. If the Extension is completed, and
the Sponsor makes contributions totaling the full $1.5 million, the
conversion amount per share at the meeting for the proposed
business combination or ACE’s subsequent liquidation will be
approximately $10.07 per share, in comparison to the current
conversion amount of approximately $10.00 per share.
As previously announced on October 14, 2021, Tempo and ACE,
along with ACE Convergence Subsidiary Corp., entered into an
agreement and plan of merger relating to their proposed business
combination. Upon the closing of such transaction, which is subject
to the satisfaction or waiver of the conditions stated in the
merger agreement and other customary closing conditions, the
combined entity is expected to be renamed “Tempo Automation
Holdings, Inc.” and shares of its common stock are expected to
trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker
symbol “TMPO”. Tempo and ACE currently expect the transaction to be
closed, subject to respective shareholder approvals, in Q1 or Q2
2022.
About Tempo Automation
Tempo is a leading software-accelerated electronics
manufacturer, transforming the way top companies innovate and bring
new products to market. Tempo’s unique automated manufacturing
platform optimizes the complex process of printed circuit board
manufacturing to deliver unmatched quality, speed and agility. The
platform’s all-digital process automation, data-driven
intelligence, and connected smart factory create a distinctive
competitive advantage for customers—to deliver tomorrow’s products
today. From rockets to robots, autonomous cars to drones, many of
the fastest-moving companies in industrial tech, medical
technology, space, and other industries partner with Tempo to
accelerate innovation and set a new tempo for progress. Learn more
at tempoautomation.com.
About ACE
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) is a $230
million special purpose acquisition company focusing on industrial
and enterprise IT and semiconductors. For more information, please
visit: http://acev.io/
Forward-Looking Statements
This press release 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 Automation, Inc. (collectively with its
subsidiaries and pro forma for its acquisition of Compass AC
Holdings, Inc. and Whizz Systems, Inc., “Tempo Automation”), and
ACE Convergence Acquisition Corp. (“ACE”), including statements
regarding the benefits of the Proposed Business Combination, the
anticipated timing of the Proposed Business Combination, the
services offered by Tempo Automation and the markets in which it
operates, and Tempo Automation’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 of each of Compass AC Holdings, Inc. and Whizz
Systems, Inc. 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
Automation’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 agreement and plan of
merger, (vii) the effect of the announcement or pendency of the
Proposed Business Combination on Tempo Automation’s business
relationships, performance, and business generally, (viii) risks
that the Proposed Business Combination disrupts current plans of
Tempo Automation and potential difficulties in Tempo Automation
employee retention as a result of the Proposed Business
Combination, (ix) the outcome of any legal proceedings that may be
instituted against Tempo Automation or against ACE related to the
agreement and plan of merger or the Proposed Business Combination,
(x) the ability to maintain the listing of ACE’s securities on The
Nasdaq Stock Market LLC, (xi) the price of ACE’s securities may be
volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which Tempo
Automation plans to operate, variations in performance across
competitors, changes in laws and regulations affecting Tempo
Automation’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 Automation operates, (xiv) the
impact of the global COVID-19 pandemic, (xv) the enforceability of
Tempo Automation’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 Automation 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 U.S.
Securities and Exchange Commission (the “SEC”) on July 6, 2020 (as
amended, the “Form S-1”), and Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, filed with the SEC on March
17, 2021, and subsequently amended on May 6, 2021, and on December
13, 2021 (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, Quarterly Reports on Form 10-Q, the
Registration Statement (as defined below), 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
Automation 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 Automation nor
ACE gives any assurance that either Tempo Automation or ACE,
respectively, will achieve its expectations.
Additional Information and Where to Find It
ACE has filed a registration statement on Form S-4 (the
“Registration Statement”) with the SEC, which includes a
preliminary proxy statement/prospectus of ACE, and certain related
documents, to be used at the meeting of its shareholders to approve
the Proposed Business Combination and related matters. After the
Registration Statement has been filed and declared effective, ACE
will mail a definitive proxy statement, when available, to its
shareholders. 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 may 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 will be able to 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.
Participants in the Solicitation
ACE and Tempo Automation and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from ACE’s shareholders in connection with the Proposed
Business Combination. Information about ACE’s directors and
executive officers and their ownership of ACE’s securities is set
forth in ACE’s filings with the SEC, including the Form 10-K. To
the extent that holdings of ACE’s securities have changed since the
amounts printed in the Form 10-K, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the
Proposed Business Combination may be obtained by reading the proxy
statement/prospectus regarding the Proposed Business Combination.
You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This press release shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination.
This press release shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of ACE, the combined
company or Tempo Automation, nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20220114005467/en/
Investor Relations Contact: Mark Roberts
Mark@blueshirtgroup.com tempoautomation@blueshirtgroup.com
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