Sec Form 4 Filing - ACE Convergence Acquisition LLC @ Tempo Automation Holdings, Inc. - 2022-11-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ACE Convergence Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol Tempo Automation Holdings, Inc. [ TMPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1013 CENTRE ROAD, SUITE 403S 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2022 (Street) WILMINGTON, DE19805 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/22/2022 A( 1 )( 2 ) 2,030,786 A 2,030,786 D( 3 ) Common Stock 11/22/2022 A( 4 ) 98,320 A 2,129,106 D( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B ordinary shares ( 1 )( 2 ) 11/22/2022 M( 1 )( 2 ) 3,160,570 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock( 1 )( 2 ) 3,160,570 ( 1 ) 0 D( 3 ) Private Placement Warrants $ 11.5 11/22/2022 A( 5 ) 4,759,536 ( 5 ) ( 5 ) Common Stock( 5 ) 4,759,536 ( 5 ) 4,759,536 D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACE Convergence Acquisition LLC 1013 CENTRE ROAD, SUITE 403S WILMINGTON, DE19805 X X Abdi Behrooz L. 2460 ALAMEDA STREET SAN FRANCISCO, CA94103 X X Signatures ACE Convergence Acquisition LLC, By: /s/ Behrooz Abdi, as Manager 11/25/2022 Signature of Reporting Person Date /s/ Behrooz Abdi 11/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 22, 2022, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, as amended (the "Merger Agreement"), 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." ( 2 )In connection with the Business Combination, the Issuer domesticated as a Delaware corporation (the "Domestication"). Immediately prior to the Domestication, the Reporting Person received 2,030,786 Issuer Class A ordinary shares in exchange for the 3,160,570 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 2,030,786 shares include 565,000 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. ( 3 )The reporting person, in whose name the securities reported herein are held, is managed by its manager, Behrooz L. Abdi. Mr. Abdi may be deemed to beneficially own shares held by the reporting person by virtue of his control over the reporting person. Mr. Abdi disclaims beneficial ownership of the shares held by the reporting person, except to the extent of his pecuniary interest therein. ( 4 )Reflects shares of Issuer common stock received for Tempo common stock pursuant to the terms of the Merger Agreement. ( 5 )Represents Private Placement Warrants acquired 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.

Remarks: Mr. Abdi, the sole manager of the reporting person, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, ACE Convergence Acquisition LLC may be deemed a director by deputization with respect to the Issuer on the basis of the service of Mr. Abdi on the Issuer's board of directors.

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