Current Report Filing (8-k)
May 08 2023 - 6:02AM
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2023-05-05
2023-05-05
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2023-05-05
2023-05-05
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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):
May 5, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
May 5, 2023, Tempo Automation Holdings, Inc. (the “Company”) received a letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last
30 consecutive business days prior to the date of the Letter, the closing bid price for the Company’s common stock, par value $0.0001
per share (“Common Stock”), was below the $1.00 per share requirement for continued listing on the Nasdaq Global Market under
Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). The Letter is only a notification of deficiency, not
of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.
In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company will have 180 calendar days, or until November 1, 2023 (the “Compliance Date”),
to regain compliance with the Bid Price Requirement. To regain compliance with the Bid Price Requirement, the closing bid price of the
Common Stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days on or prior to November 1, 2023. If
the Company regains compliance with the Bid Price Requirement, Nasdaq will provide the Company with written confirmation and will close
the matter.
In the event that the Company
does not regain compliance with the Bid Price Requirement by the Compliance Date, it will receive written notification that its securities
are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Letter notes that
the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the
requirements for continued listing on that market). The Company intends to monitor the closing bid price of the Common Stock and consider
available options to regain compliance with the Bid Price Requirement. There can be no assurance that the Company will be able to regain
compliance with the Bid Price Requirement or will otherwise remain in compliance with other Nasdaq listing criteria.
SIGNATURE
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: May 5, 2023 |
By: |
/s/ Ryan Benton |
|
|
Ryan Benton |
|
|
Chief Financial Officer |
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