Filed pursuant to Rule
424(b)(3)
SEC File No. 333-268958
PROSPECTUS SUPPLEMENT
NO. 1
(to Prospectus dated
May 15, 2023)
Tempo Automation Holdings, Inc.
18,100,000 Shares of Common Stock Issuable
Upon Exercise of Warrants
26,393,705 Shares of Common Stock
6,600,000 Warrants
5,276,018 Shares of Common Stock
This
prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (as supplemented or amended from time to time,
the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268958). Capitalized
terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This
prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information contained
in our Current Report on Form 8-K filed with the SEC on May 15, 2023, which is set forth below.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,
which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information
in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
Our
Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “TMPO” and “TMPOW,”
respectively. On May 12, 2023, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $0.2834 per share
of Common Stock and $0.043 per Warrant.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the Prospectus and other
risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in
connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is May 15, 2023
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 10, 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 2.02 | Results of Operations and Financial Condition. |
On May 15, 2023, Tempo Automation
Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023.
A copy of the press release is attached hereto as Exhibit 99.1.
The information, including
Exhibit 99.1, in Item 2.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information
in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall
otherwise be expressly set forth by specific reference in such filing.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 10, 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 Company’s market value of publicly held shares (“MVPHS”) was below the $15 million required
for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS 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)(D), the Company will have 180 calendar days, or until November 6, 2023 (the “Compliance Date”), to
regain compliance with the MVPHS Requirement. To regain compliance with the MVPHS Requirement, the MVPHS must equal or exceed $15 million
for a minimum of 10 consecutive business days on or prior to the MVPHS Compliance Date. If the Company regains compliance with the MVPHS
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 MVPHS 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 MVPHS and consider available options to regain
compliance with the MVPHS Requirement. There can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement
or will otherwise remain in compliance with other Nasdaq listing criteria.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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 15, 2023 |
By: |
/s/ Ryan Benton |
| |
|
Ryan Benton |
| |
|
Chief Financial Officer |
Exhibit 99.1
Tempo Automation Announces First Quarter Financial
Results
SAN FRANCISCO, May 15, 2023 — Tempo
Automation Holdings, Inc. (NASDAQ: TMPO, “Tempo Automation” or “Tempo”), a leading software-accelerated electronics
manufacturer, announced today its financial results for the first quarter of 2023.
“We continued to see strong customer engagement
for our software-accelerated platform across multiple industries,” said Joy Weiss, CEO of Tempo Automation. “We look forward
to closing the Optimum transaction and further extending our engagement opportunity across the entire new product design and manufacturing
process.”
Financial Highlights:
| · | Total revenue was $2.8 million in the first quarter of 2023, compared to
$3.9 million in the first quarter of 2022. |
| · | Net loss in the first quarter of 2023 was $7.4 million, compared to net loss
of $12.5 million in the first quarter of 2022. |
| · | Adjusted EBITDA in the first quarter of 2023 was $(4.1) million, compared
to Adjusted EBITDA of $(7.7) million in the first quarter of 2022. |
Business Highlights
| · | Announced the proposed acquisitions of each of
Optimum Design Associates, Inc. and Optimum Design Associates Pty. Ltd. (together “Optimum” and such acquisition, the “Optimum
Acquisition”), fast-growing electronic design services companies that add a high-quality, profitable revenue base. Management believes
that the Optimum Acquisition provides a significant step toward Tempo’s vision of transforming the speed and quality of electronics
prototyping. The Optimum Acquisition is anticipated to close in the late second quarter or early third quarter of 2023. Closing of the
Optimum Acquisition is subject to the satisfaction or waiver of customary closing conditions, including Tempo obtaining financing sufficient
to fund the cash consideration in the Optimum Acquisition, the receipt of certain regulatory approvals and approval by Nasdaq to list
the securities to be issued as consideration in the Optimum Acquisition. |
| · | Upon completion of the Optimum Acquisition, we
will have added valuable resources to an already strong team of experienced engineers. Given the synergies between Optimum’s expertise
in developing complex designs and the capability of Tempo’s platform to rapidly manufacture them, we expect to increase the pace
at which we can help our customers get their products to market quickly. |
| · | Tempo will launch trials of its new customer
portal this month, which enhances the customer experience and streamlines internal operations. Features include real-time feedback on
price estimates for printed circuit board assemblies (PCBA), with visibility to supply chain availability and constraints. |
| · | In addition to providing an improved customer experience, the portal also
automates numerous manual steps in relaying complex customer specifications to the production line, streamlining operations and eliminating
costly and time-consuming errors. |
Financial Outlook
Due in part to recent market volatility,
we have observed a heightened level of caution among our customers and vendors. This, along with the
delay in launching the new customer portal, has resulted in slower than expected sales growth. Additionally, we have experienced delays
in securing the necessary financing for the Optimum Acquisition, impacting the anticipated closing timeline. As such, we are adjusting
our previously announced financial outlook for the full year 2023 as follows:
| · | On a standalone basis, Tempo now expects full year revenue to be in the range
of $11.0 million to $13.0 million and Adjusted EBITDA to be in the range of $(12.5) million to $(10.5) million. |
| · | Assuming that the Optimum Acquisition closes by June 30, 2023, Tempo expects
full year revenue (including Optimum) to be in the range of $15.6 million to $19.6 million and Adjusted EBITDA to be in the range of $(11.0)
million to $(8.0) million. On a full-year pro forma basis, giving effect to the closing of the Optimum Acquisition as of January 1, 2023,
Tempo expects full year revenue to be in the range of $21.3 million to $25.3 million and Adjusted EBITDA to be in the range of $(9.0)
million to $(6.0) and million. |
About Tempo Automation
Tempo is a leading software-accelerated electronics
manufacturer, transforming the way top companies innovate and bring new products to market. Tempo Automation’s unique automated
manufacturing platform optimizes the complex process of printed circuit board manufacturing to deliver unmatched quality, speed and agility.
The platform’s all-digital process automation, data-driven intelligence, and connected smart factory create a distinctive competitive
advantage for customers—to deliver tomorrow’s products today. From rockets to robots, autonomous cars to drones, many of the
fastest-moving companies in industrial tech, medical technology, space, and other industries partner with Tempo Automation to accelerate
innovation and set a new tempo for progress. Learn more at tempoautomation.com.
Use of Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal securities laws with respect to Tempo’s business, including
statements regarding the services offered by Tempo and the markets in which it operates, and the Optimum Acquisition, including
statements regarding the benefits of the proposed acquisition and the anticipated timing of the Optimum Acquisition. 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 Optimum Acquisition may not be completed in a timely manner or at all,
which may adversely affect the price of Tempo’s securities; (ii) the failure to satisfy the conditions to the consummation of
the Optimum Acquisition; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of
the definitive agreement relating to the Optimum Acquisition; (iv) the effect of the announcement or pendency of the Optimum
Acquisition on Tempo’s or Optimum’s business relationships, performance, and business generally; (v) risks that the
Optimum Acquisition disrupts current plans of Tempo or Optimum and potential difficulties in Tempo or Optimum employee retention as
a result of the Optimum Acquisition; (vi) the ability to implement business plans, forecasts, and other expectations after the
completion of the Optimum Acquisition, and identify and realize additional opportunities; (vii) the risk of downturns in the highly
competitive industry in which Tempo and Optimum operate; (viii) the enforceability of Optimum’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; (ix) the ability of Optimum to protect the intellectual property and confidential information
of its customers; (x) risks relating to Tempo’s ability to obtain requisite capital and maintain adequate liquidity to fund
the Optimum Acquisition and support business growth; and (xi) other risks and uncertainties described in Tempo’s filings with
the SEC, including its past and future periodic reports and other filings. Such factors and risks as outlined above and in such
filings do not constitute all factors and risks that could cause actual results of Tempo to be materially different from
Tempo’s forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking
statements. These forward-looking statements are made as of today, and Tempo does not intend, and has no obligation, to update or
revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press
release, except as required by law.
Non-GAAP Financial Measures
We report our financial results in accordance
with generally accepted accounting standards in the United States (“GAAP”). However, management believes certain non-GAAP
financial measures, including Adjusted EBITDA, provide investors with additional useful information in evaluating our operating performance.
Tempo defines Adjusted EBITDA as net income
(loss), adjusted to exclude the effects of stock-based compensation expense, total other income (expense) including the change in
fair value of warrants, change in fair value of derivatives and debt, change in fair value of earnout liabilities, forgiveness of
loans under the Paycheck Protection Program, provision for income taxes, depreciation and amortization, merger related integration
costs associated with the recent business combination between Tempo and Tempo Automation, Inc., restructuring charges and redundant
costs which includes cost for personnel whose position have been eliminated as part of a restructuring, and impairment charges
related to abandonment of certain section of our operation lease and other one-time or non-recurring charges.
The non-GAAP financial measures contained herein
should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and may not
be comparable to similarly titled measures used by other companies.
Tempo believes that a quantitative reconciliation
of the forward-looking non-GAAP financial measures contained herein to comparable GAAP measures cannot be made available without unreasonable
effort due to the forward-looking nature of the estimates contained herein and the nature and complexity of such reconciliation. The forward-looking
estimates contained herein are not prepared in accordance with generally accepted accounting standards. Consequently, no reconciliations
of the forward-looking non-GAAP financial measures contained herein to the most directly comparable GAAP measures are included. Specifically,
the following GAAP adjustments, among others, have not been included in the estimates contained herein: revenue accounting, including
identifying the relevant performance obligations, allocating the value of the arrangement to the performance obligations and determining
the timing of recognition of the relative fair value assigned to the performance obligations. It is probable that these factors would
have a significant impact on Tempo’s projected financial position and results of operations as reported under GAAP.
Contact:
Investor Relations
Lori Barker, Blueshirt Group
lori@blueshirtgroup.com
TEMPO AUTOMATION HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share
amounts)
| | |
THREE MONTHS ENDED |
|
| | |
March 31, | | |
March 31, | |
| | |
2023 | | |
2022 | |
| Revenue | |
$ | 2,773 | | |
$ | 3,897 | |
| Cost of revenue | |
| 2,700 | | |
| 3,652 | |
| Gross profit | |
| 73 | | |
| 245 | |
| Operating expenses | |
| | | |
| | |
| Research and development | |
| 1,937 | | |
| 3,329 | |
| Sales and marketing | |
| 1,245 | | |
| 3,219 | |
| General and administrative | |
| 5,618 | | |
| 4,303 | |
| Total operating expenses | |
| 8,800 | | |
| 10,851 | |
| Loss from operations | |
| (8,727 | ) | |
| (10,606 | ) |
| Other income (expense), net | |
| | | |
| | |
| Interest expense | |
| (119 | ) | |
| (2,019 | ) |
| Interest income | |
| 77 | | |
| - | |
| Other income (expense) | |
| 930 | | |
| (4 | ) |
| Change in fair value of warrants | |
| (272 | ) | |
| 128 | |
| Change in fair value of debt | |
| 2,116 | | |
| - | |
| Change in fair value of earnout liabilities | |
| (1,392 | ) | |
| - | |
| Total other income (expense), net | |
| 1,340 | | |
| (1,895 | ) |
| Loss before income taxes | |
| (7,387 | ) | |
| (12,501 | ) |
| Income tax provision | |
| - | | |
| - | |
| Net loss | |
$ | (7,387 | ) | |
$ | (12,501 | ) |
| Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted | |
| 26,331,475 | | |
| 6,748,520 | |
| Net loss attributable per share to common stockholders, basic and diluted | |
| (0.28 | ) | |
| (1.85 | ) |
TEMPO AUTOMATION HOLDINGS, INC.
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(in thousands)
| | |
THREE MONTHS ENDED | |
| | |
March 31, | | |
March 31, | |
| | |
2023 | | |
2022 | |
| Net Loss | |
$ | (7,387 | ) | |
$ | (12,501 | ) |
| Interest expense | |
| 119 | | |
| 2,019 | |
| Interest income | |
| (77 | ) | |
| - | |
| Change in fair value of warrants | |
| 272 | | |
| (128 | ) |
| Change in fair value of debt | |
| (2,116 | ) | |
| - | |
| Change in fair value of earnout liabilities | |
| 1,392 | | |
| - | |
| Other income (expense) | |
| (930 | ) | |
| 4 | |
| Loss from Operations | |
| (8,727 | ) | |
| (10,606 | ) |
| Depreciation and Amortization (COGS) | |
| 127 | | |
| 131 | |
| Depreciation and Amortization (OPEX) | |
| 381 | | |
| 455 | |
| Stock-based compensation (COGS) | |
| 85 | | |
| 167 | |
| Stock-based compensation (OPEX) | |
| 1,626 | | |
| 698 | |
| Merger and acquisition costs (OPEX) | |
| 2,417 | | |
| 1,321 | |
| Redundant costs (COGS) | |
| 4 | | |
| - | |
| Redundant costs (OPEX) | |
| - | | |
| 100 | |
| Adjusted EBITDA | |
$ | (4,087 | ) | |
$ | (7,734 | ) |
#
ACE Convergence Acquisit... (NASDAQ:ACEV)
Historical Stock Chart
From Apr 2024 to May 2024
ACE Convergence Acquisit... (NASDAQ:ACEV)
Historical Stock Chart
From May 2023 to May 2024
