Current Report Filing (8-k)
2023年6月29日 - 5:19AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 23, 2023
Tempo Automation Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-39406
(Commission File Number) |
92-1138525
(IRS Employer Identification No.) |
2460
Alameda St., San
Francisco, CA
(Address of principal executive offices) |
|
94103
(Zip Code) |
(415)
320-1261
Registrant’s telephone number, including area code
Not applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class | |
Trading
Symbol(s) | |
Name
of each exchange
on which registered |
Common stock, par value $0.0001 per share | |
TMPO | |
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
TMPOW | |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Amendment to Employment Agreement
On June 23, 2023, Tempo Automation, Inc. (the
“Company”), a wholly owned subsidiary of Tempo Automation Holdings, Inc., entered into an amendment (the “Amendment”)
to that certain employment letter agreement, dated April 15, 2021, by and between the Company and Ralph Richart (the “Employment
Agreement”). The Amendment amends the Employment Agreement to provide that upon a termination of Mr. Richart’s employment
by the Company without “cause” or due to his resignation for “good reason” (each as defined in the Employment
Agreement) (a “qualifying termination”), in either case, within three months before or eighteen months after the closing of
a “change in control” of the Company (as defined in the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan, as may
be amended from time to time), all unvested equity awards held by Mr. Richart at the time of such termination of employment, if any, will
vest in full. Mr. Richart must execute an effective release of claims and continue to comply with any applicable restrictive covenants
in order to receive the accelerated vesting described above.
The foregoing summary is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01. | Financial Statement and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Tempo Automation Holdings, Inc. |
|
|
|
|
|
|
Date:
June 28, 2023 |
By: |
/s/ Ryan Benton |
|
Name: |
Ryan Benton |
|
Title: |
Chief Financial Officer |
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