Sunny Siu - Nov 22, 2022 Form 4 Insider Report for Tempo Automation Holdings, Inc. (TMPO)

Role: 10%+ Owner
Signature: /s/ Sunny Siu
Stock symbol: TMPO
Transactions as of: Nov 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/25/2022, 07:14 PM
Previous filing: Jan 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMPO	Common Stock	Other		+1.08M			1.08M	Nov 22, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TMPO	Class B ordinary shares	Other		-1.68M	-100%		0	Nov 22, 2022	Common Stock	1.68M		Direct	F1, F2
transaction	TMPO	Private Placement Warrants	Other		+480K			480K	Nov 22, 2022	Common Stock	480K	$11.50	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sunny Siu is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On November 22, 2022, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, as amended, 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."
F2	In connection with the Business Combination, the Issuer domesticated as a Delaware corporation (the "Domestication"). Immediately prior to the Domestication, the Reporting Person received 1,078,500 Issuer Class A ordinary shares in exchange for the 1,678,500 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 1,078,500 shares include 300,000 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 the other parties thereto are not met.
F3	Represents Private Placement Warrants distributed to the Reporting Person in October 2021 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. 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.