Tempo SPAC Presentation Deck slide image

Tempo SPAC Presentation Deck

Risk Factors (continued) RISKS RELATED TO BECOMING A PUBLIC COMPANY (CONTINUED) Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change our compensation policies. Provisions in our proposed charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management. Our proposed certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. ● ● ● RISKS RELATED TO THE BUSINESS COMBINATION AND ACE Each of ACE Convergence Acquisition Corp. ("ACE") and Tempo Automation, Inc. ("Tempo") will incur significant transaction costs in connection with the business combination between ACE and Tempo (the "Business Combination"). ● • The announcement of the proposed Business Combination could disrupt Tempo's relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally. The consummation of the Business Combination is subject to a number of conditions, including, among other things, the consummation of the acquisitions by Tempo of each of Whizz Systems, Inc. and Compass AC Holdings, Inc. (collectively, the "Add-on Acquisitions") and all required waiting periods or approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and all applicable antitrust laws relating to the Business Combination and the Add-On Acquisitions having expired, been received or terminated, as applicable, which conditions may not be satisfied on a timely basis, if at all. If those conditions are not satisfied or waived, the merger agreement may be terminated in accordance with its terms and the Business Combination may not be completed. The Add-on Acquisitions are also subject to a number of conditions, which, if not satisfied or waived, may prevent the Business Combination from being completed. ● If ACE is not able to complete the Business Combination by January 30, 2022, nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to ACE's current amended and restated memorandum of association under the Cayman Islands Companies Act and ACE's current amended and restated articles of association, ACE would cease all operations except for the purpose of winding up and would redeem its Class A ordinary shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share and its warrants will expire worthless. ● If the net proceeds of ACE's initial public offering not being held in the trust account are insufficient to allow ACE to operate through to January 30, 2022 and ACE is unable to obtain additional capital, ACE may be unable to complete its initial business combination, in which case its public shareholders may only receive $10.00 per share, and its warrants will expire worthless. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination. • The ability to successfully effect the Business Combination and the combined company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Tr OCTOBER 2021 55 STRICTLY PRIVATE & CONFIDENTIAL
View entire presentation