ACE Convergence Acquisition Corp. (Nasdaq: ACEV) (“ACE” or the
“Company”) encourages its shareholders to vote in favor of (i) the
proposal to amend its Amended and Restated Memorandum and Articles
of Association and (ii) the proposal to amend the Investment
Management Trust Agreement, dated as of July 27, 2020, by and
between the Company and Continental Stock Transfer & Trust
Company, a New York corporation, as trustee ((i) and (ii)
collectively, the “Extension Proposals”) to extend the date by
which the Company must complete an initial business combination,
from January 30, 2022, to July 13, 2022 (the “Extension”).
The 2021 Annual General Meeting of Shareholders of the Company
(the “AGM”), which is being held to approve the Extension Proposals
(among other things), will be held on January 21, 2022, at 7:00 AM,
Pacific Time, and can be observed virtually via the Internet at
https://www.cstproxy.com/acev/2022.
The Company’s shareholders of record at the close of business on
the record date, November 30, 2021, are entitled to vote the
ordinary shares of the Company owned by them at the AGM. Every
shareholder’s vote is important, regardless of the number of shares
held, and the Company requests the prompt submission of votes. The
Company has made arrangements for shareholders to vote by mail,
simply by following the instructions on their provided proxy
card.
If shareholders have any questions or need assistance with
voting or any other matter, please call the Company’s proxy
solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll-free) or by
email at ACEV.info@investor.morrowsodali.com. Banks and brokerages
may call (203) 658-9400.
If the Extension is implemented, the Company’s sponsor, ACE
Convergence Acquisition LLC (the “Sponsor”), will contribute to the
Company as a loan (each loan being referred to herein as a
“Contribution”) $0.03 for each Class A ordinary share of the
Company that is not redeemed in connection with the shareholder
vote to approve the Extension, for each month (or a pro rata
portion thereof if less than a month) until the earlier of (i) the
date of the extraordinary general meeting held in connection with
the shareholder vote to approve the business combination between
the Company and Tempo Automation, Inc. and (ii) $1.5 million has
been loaned. Each Contribution will be deposited in the trust
account established in connection with the Company’s initial public
offering within three business days of the beginning of the
extended period which such Contribution is for.
About ACE
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) is a $230
million special purpose acquisition company focusing on industrial
and enterprise IT and semiconductors. For more information, please
visit: http://acev.io/.
Additional Information and Where to Find It
Additional 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
(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. After the Registration Statement has been
declared effective, ACE will mail a definitive proxy statement,
when available, 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.
Forward-Looking Statements
This communication 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 and 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 The Nasdaq Stock Market LLC, (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 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, 2020, filed with the SEC on March
17, 2021, and subsequently amended (as amended, 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.
No Offer or Solicitation
This 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 Solicitation
ACE 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,
2020, as amended. 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 special 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220120005950/en/
Investor Relations Contact: Mark Roberts
Mark@blueshirtgroup.com tempoautomation@blueshirtgroup.com
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