Tempo Automation Inc. executed the letter of intent to acquire ACE Convergence Acquisition Corp. (NasdaqCM:ACEV) from ACE Convergence Acquisition LLC and others for approximately $650 million in a reverse merger transaction on July 17, 2021. Tempo Automation Inc. entered into a definitive merger agreement to acquire ACE Convergence Acquisition Corp. from ACE Convergence Acquisition LLC and others in a reverse merger transaction on October 13, 2021. In related transactions, Tempo Automation entered into definitive agreements to acquire Advanced Circuits and Whizz Systems, Inc. on October 13, 2021. As of November 21, 2022, White Lion Capital has committed to purchase up to an aggregate of $100 million in the post-closing combined company's common shares from time to time after the consummation of the previously announced business combination between Tempo and ACE at the request of the post-closing combined company. Upon closing of the transaction, the combined operating entity will be renamed “Tempo Automation Holdings, Inc.” and shares of its common stock are expected to trade on The Nasdaq Stock Market, LLC under the ticker symbol “TMPO”. Upon the closing of the transaction, the combined company will be led by the Tempo management team, including President and Chief Executive Officer Joy Weiss and Chief Financial Officer Ryan Benton. Behrooz Abdi is expected to remain on the combined company's board of directors. As of October 27, 2021, ACE Convergence Acquisition received a letter from the SEC in connection with its investigation with the response that they have concluded the investigation as to ACE Convergence Acquisition Corp. (“ACE”). Based on the information they have as of this date, they do not intend to recommend an enforcement action by the Commission against ACE.

The closing of the transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of ACE and Tempo, (ii) effectiveness of the registration statement on Form S-4, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) ACE having at least $5,000,001 of net tangible assets upon Closing and (v) receipt of approval for listing on the Nasdaq Stock Market LLC the shares of Domesticated ACE Common Stock to be issued in connection with the transaction, and (Vi) the receipt of certain regulatory approvals. The boards of directors of both Tempo and ACE have approved the transaction. Post completion of the acquisition, Tempo Automation surviving the Merger as a wholly-owned subsidiary of ACE. As of April 18, 2022, the registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. ACE announced that it will hold an Extraordinary General Meeting on May 5, 2022. On May 2, 2022, ACE postponed the May 5, 2022 EGM to allow ACE additional time to revise and finalize its financing arrangements with respect to the Business Combination. As of June 30, 2022, the shareholders meeting of ACE is scheduled on July 12, 2022. As of July 12, 2022. the Registration Statement has been declared effective with respect to the transaction, and ACE has filed a post-effective amendment thereto. As of November 17, 2022, the shareholders of ACE has approved the transaction. As of July 12, 2022, ACE Convergence shareholders approved, by special resolution, the proposal to extend the date by which ACE must consummate a merger from July 13, 2022, to October 13, 2022 (the “Charter Extension”). The shareholders meeting of ACE is scheduled on October 11, 2022, for extension proposal to consummate the transaction from October 13, 2022, to January 30, 2023. The business combination is expected to close in the first quarter of 2022. As of January 14, 2022, the transaction is expected close in Q1 or Q2 2022. As of July 29, 2022, the transaction is expected to close in the third quarter of 2022. The transaction is expected to close by the end of November 2022.

Citigroup Global Markets Inc. is acting as exclusive financial advisor to Tempo, and Ryan J. Maierson, Thomas G. Brandt, Pardis Zomorodi, Jason Cruise, Patrick English, Julie Crisp and Michelle Ontiveros Gross of Latham & Watkins LLP and Max Hauser of Latham & Watkins Schön Nolte is acting as its legal counsel. Jefferies LLC is exclusive financial advisor and capital markets advisor to ACE, and Michael Mies, Christopher Bors, Victor Hollender, Kristin Davis, Karen Corman, Ken Kumayama, Andreas Kafetzopoulos, Michael Leiter and Brooks Allen of Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel. Citigroup Global Markets Inc. and Jefferies LLC acted as joint placement agents to ACE on the PIPE transaction, and Paul Hastings LLP is acting as legal counsel to the placement agents. On May 19, 2022, Citigroup Global Markets Inc. resigned from its role as financial advisor to Tempo and as a placement agent for ACE. Stacy Aqui and Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent for shares of ACE Convergence. Morrow Sodali LLC is the proxy solicitation agent for ACE Convergence and will receive a fee of $25,000.

Tempo Automation Inc. completed the acquisition of ACE Convergence Acquisition Corp. (NasdaqCM:ACEV) from ACE Convergence Acquisition LLC and others in a reverse merger transaction on November 22, 2022. Beginning on November 23, 2022, Tempo Automation's common stock and warrants will trade on Nasdaq under the ticker symbols “TMPO” and “TMPOW”, respectively.