ACE Convergence Acquisition Corp. (“ACE”) (Nasdaq: ACEV), a special
purpose acquisition company focusing on industrial and enterprise
IT, and Tempo Automation, Inc. (“Tempo”), a leading
software-accelerated electronics manufacturer, today announced that
the registration statement on Form S-4 (the “Registration
Statement”) in connection with ACE’s and Tempo’s previously
announced proposed business combination (the “Business
Combination”) has been declared effective by the U.S. Securities
and Exchange Commission (the “SEC”). The Registration Statement
provides important information about ACE, Tempo and the Business
Combination.
ACE also announced that it will hold an Extraordinary General
Meeting (the “Meeting”) at 10 a.m., Eastern Time, on May 5, 2022,
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP
located at 525 University Ave, Palo Alto, CA 94301, or virtually
via live webcast at https://www.cstproxy.com/acev/sm2022, at which
ACE’s shareholders will be asked to consider and vote upon
proposals to approve the Business Combination and related matters.
Shareholders of record as of April 13, 2022 (the “Record Date”),
are eligible to attend and vote at the Meeting.
The Business Combination is expected to close shortly after the
Meeting, subject to shareholder approvals and the satisfaction or
waiver of the conditions in the agreement and plan of merger and
other customary closing conditions. Upon closing of the Business
Combination, the post-closing company will be renamed “Tempo
Automation Holdings, Inc.” and its common stock and warrants are
expected to trade on The Nasdaq Stock Market, LLC (“Nasdaq”) under
the ticker symbols “TMPO" and "TMPOW", respectively.
ACE has filed a definitive proxy statement/prospectus
relating to the Meeting with the SEC and will mail the definitive
proxy statement/prospectus to shareholders of record as of the
Record Date. ACE shareholders who have any questions or need
assistance voting their shares may contact ACE’s proxy solicitor,
Morrow Sodali LLC, by calling (800) 662-5200 (or banks and brokers
can call collect at (203) 658-9400) or by emailing
ACEV.info@investor.morrowsodali.com.
Every shareholder’s vote is important, regardless of the number
of shares held. Shareholders that hold shares in “street name”
(i.e., those shareholders whose shares are held of record by a
broker, bank or other nominee) should contact their broker, bank or
nominee to ensure that their shares are properly voted.
About ACE Convergence Acquisition Corp.ACE
Convergence Acquisition Corp. (Nasdaq: ACEV) is a special purpose
acquisition company focusing on industrial and enterprise IT and
semiconductors. For more information, please visit
http://acev.io/.
About Tempo AutomationTempo Automation 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 https://www.tempoautomation.com.
Additional Information and Where to Find
ItAdditional information about the proposed transaction
(the “Tempo Transaction”) between Tempo Automation, Inc.
(collectively with its subsidiaries and pro forma for its
acquisition of Compass AC Holdings, Inc. and Whizz Systems, Inc.,
“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 Tempo Transaction, ACE has filed a registration
statement on Form S-4 (as amended or supplemented from time to
time, the “Registration Statement”) with the SEC, which includes a
preliminary proxy statement to be distributed to holders of ACE’s
ordinary shares in connection with ACE’s solicitation of proxies
for the vote by ACE’s shareholders with respect to the Tempo
Transaction and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of
securities to be issued to Tempo stockholders in connection with
the Tempo Transaction. Now that the Registration Statement has been
declared effective, ACE will mail a definitive proxy
statement/prospectus 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 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.
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.
No Offer or SolicitationThis 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 SolicitationACE 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 period 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.Forward-Looking
StatementsThis 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”), 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 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, Inc. 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’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’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 agreement and plan of merger or the Proposed
Business Combination, (x) the ability to maintain the listing of
ACE’s securities on Nasdaq, (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 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 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, 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, 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.
Media Contact:BOCA Communications for Tempo
Automationtempoautomation@bocacommunications.com
Investor Relations
Contact:tempoautomation@blueshirtgroup.com
ACE Convergence Acquisition
Corp.info@acev.io
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