ACE Convergence Acquisition Corp. (NASDAQ:ACEV) announced this morning that it will issue additional shares to PIPE investors as it works towards closing its combination with electronics manufacturer Tempo Automation.
PIPE investors are to receive up to 2,000,000 additional shares on a pro rata basis according to a formula based on the combined company’s VWAP in the 30 days following its resale shelf effectiveness date. The formulas determining the number of shares each PIPE investor are complex and laid out on ACE Convergence’s profile page. But, the key benchmark in determining these amounts – the adjustment VWAP – was also revised downward from $6.50 to $4.00 in the changes.
The tweaks come as ACE Convergence is set to hold its vote to complete the transaction next week on July 12 and today is the SPAC’s redemption deadline. It initially announced the transaction with $107 million in PIPE commitments – $82 million equity and $25 million made up of convertible notes.
But it has since upsized this financing to $200 million in convertible notes supplemented by a $100 million committed equity facility, under which Tempo can direct Cantor Fitzgerald to make share purchases at the company’s discretion.
Along with the PIPE changes, the ACE Convergence’s sponsor will now subject 2,000,000 promote shares (35.7%) to earnout conditions. These are to vest 15 months out from close, or earlier if Tempo closes “a strategic transaction”. The new PIPE agreement also includes provisions for adjustment should “a strategic transaction” take place.
The parties initially announced their $935 million deal on October 14, 2021. San Francisco-based Tempo provides outsourced digital manufacturing services for electronics and other circuitry applications.
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