Tempo SPAC Presentation Deck slide image

Tempo SPAC Presentation Deck

Disclaimer (continued) Industry and Market Data This presentation has been prepared by Tempo and ACE and includes market data and other statistical information from sources believed by Tempo and ACE to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Tempo or ACE, which in each case are derived from its review of internal sources as well as the independent sources described above. Although Tempo and ACE believe these sources are reliable, Tempo and ACE have not independently verified the information and cannot guarantee its accuracy and completeness. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in the Registration Statement to be filed by ACE with the SEC and the proxy statement/prospectus contained therein. some of the financial information and data contained in this Presentation, such as EBITDA, EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion, Non-GAAP Operating Expenses, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Profit, and Non-GAAP Operating Margin has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Tempo and ACE believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Tempo's financial condition and results of operations. Tempo's management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. Tempo and ACE believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in comparing Tempo's financial condition and results of operations with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Tempo's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded and included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Tempo's audited financial statements, which will be included in the Registration Statement. No Offer or Solicitation This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. ACE and Tempo reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Use of Projections This Presentation contains projected financial information with respect to Tempo and ACE. The pro forma numbers and projected financial information of Tempo Automation, Inc. in this presentation are pro forma for the acquisition by Tempo Automation, Inc. of Compass AC Holdings, Inc. and Whizz Systems, Inc., except where stated otherwise. The projected financial information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts are achieved. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of ACE, Tempo and other companies, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with ACE or Tempo, or an endorsement or sponsorship by or of ACE or Tempo. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, or symbols, but such references are not intended to indicate, in any way, that ACE or Tempo will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. T OCTOBER 2021 3 STRICTLY PRIVATE & CONFIDENTIAL
View entire presentation