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ACE Convergence Acquisition Corporation *

ACE Convergence Acquisition Corporation *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Tempo Automation, Inc.

ENTERPRISE VALUE: $919 million
ANTICIPATED SYMBOL: TMPO

ACE Convergence Acquisition Corp. proposes to combine with Tempo Automation, Inc., a leading software-accelerated electronics manufacturer.

  • Tempo Automation is a leading software-accelerated electronics manufacturer, transforming the way top companies innovate and bring new products to market.
  • Tempo’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 to accelerate innovation and set a new tempo for progress.

Transaction Highlights

  • Tempo’s differentiated smart manufacturing platform is accelerating the digital transformation of electronics prototyping and on-demand production, an estimated $290 billion domestic market.
  • Business combination with ACE positions Tempo to accelerate the data acquisition flywheel that powers its AI-directed digital manufacturing platform, and further compress timelines for its customers.
  • Highly differentiated financial profile with estimated pro forma1 full year 2021 revenues of approximately $146 million.
  • Approximately $919 million estimated post-transaction equity value based on current assumptions with up to $391 million in gross cash proceeds to the company consisting of $230 million from cash in trust by ACE, assuming no redemptions by shareholders of ACE and $161 million from other financing sources (described below).
  • Other financing comes from premier institutional investors and technology lenders including Point72 Ventures Investments, ACE Equity Partners (an affiliate of ACE’s sponsor), Firsthand Funds, Lux Ventures, Structural Capital, and SQN Venture Partners.
  • The majority of the cash proceeds will be utilized to complete the acquisitions of Advanced Circuits, and Whizz concurrently with the closing of the business combination of Tempo with ACE.
  • The financing is further supported by an up to $95 million backstop of potential redemptions by ACE shareholders, with up to $25 million of such backstop provided by ACE Equity Partners and up to $70 million provided by Structural Capital and SQN Venture Partners.
  • The business combination is expected to close in the first quarter of 2022, subject to regulatory and stockholder approvals and other customary closing conditions

SUBSEQUENT EVENT – 8/2/22 – LINK

  • As previously announced, on January 18, 2022, ACE Convergence Acquisition Corp. entered into a Subscription Agreement with Tempo Automation, Inc. OCM Tempo Holdings, LLC, and Tor Asia Credit Opportunity Master Fund II LP (“Tor”).
  • Pursuant to the Subscription Agreement, OCM committed to purchase $175 million in aggregate principal amount of ACE’s 15.5% convertible senior notes due 2025 concurrently with the closing.
  • The Subscription Agreement also provided for the purchase of $25 million in aggregate principal amount of ACE’s 15.5% convertible senior notes due 2025
  • On July 30, 2022, OCM delivered notice of termination of the Subscription Agreement to ACE and Tempo Automation, effective immediately.

SUBSEQUENT EVENT – 7/29/22 – LINK

  • As part of the transactions and as a condition to the consummation of the Business Combination, Tempo Automation was to acquire 100% of the issued and outstanding equity interests in each of Compass AC Holdings, Inc. (“Compass”), pursuant to a separate Agreement and Plan of Merger (the “Compass Merger Agreement”), and Whizz Systems, Inc. (“Whizz”).
  • On July 28, 2022, Compass Diversified Holdings (NYSE: CODI), the parent company of Compass, and Compass delivered a notice of termination of the Compass Merger Agreement to Tempo.
  • ACE, Tempo Automation, and Whizz are continuing to pursue a potential business combination involving ACE, Tempo Automation, and Whizz, and expect to consummate such business combination in the third quarter of 2022.

EXTENSION – 7/12/22 – LINK

  • At the extension vote on July 12, 2022, the company extended the time to complete a business combination from July 13, 2022, to October 13, 2022.
    • A total of 4,256,979 Class A Ordinary Shares were redeemed, representing approximately 51.90% of the issued and outstanding Class A Ordinary Shares. 

SUBSEQUENT EVENT – 7/8/22 – LINK

  • On July 6, 2022, ACE entered into Second Amended and Restated Subscription Agreements with each of the PIPE Investors.
  • Pursuant to the Second A&R Subscription Agreements, the parties agreed to reduce the minimum Adjustment Period VWAP from $6.50 to $4.00.
  • Additionally, ACE agreed:
    • (1) to issue 2,000,000 additional shares to the PIPE Investors on a pro-rata basis
    • (2) that if the Adjustment Period VWAP is less than $10.00 per share, the number of additional shares each PIPE Investor will be entitled to receive shall be:
      • (A)
        • (X) the number of shares issued to such PIPE Investor at the closing of the subscription and held by such PIPE Investor on the Measurement Date, times
        • (y) $10.00, minus the Adjustment Period VWAP, minus
      • (B) the number of PIPE Incentive Shares, times the Adjustment Period VWAP, divided by:
        • (ii) the Adjustment Period VWAP, and
    • (3) to issue additional shares of New Tempo common stock to each PIPE Investor in the event that the Additional Period VWAP is less than the Adjustment Period VWAP.
  • Additionally, the parties to the Original Sponsor Support Agreement entered into an Amendment to Sponsor Support Agreement, pursuant to which certain Sponsors agreed, immediately prior to the Domestication, to contribute, transfer, or assign to ACE an aggregate of 5,595,000 founder shares in exchange for an aggregate of 3,595,000 Class A ordinary shares of ACE.
  • The Earnout Sponsors also agreed to subject an aggregate of 2,000,000 shares of New Tempo common stock received in the SSA Exchange to certain earnout vesting conditions or, should such shares fail to vest, forfeiture to ACE for no consideration.
  • On the earlier of:
    • (i) the date which is 15 months following the closing of the Business Combination and
    • (ii) immediately prior to the closing of a strategic transaction, the Sponsor Earnout Shares will vest in an amount equal to:
      • (A) the number of Sponsor Earnout Shares, less
      • (B) the number of Sponsor Earnout Shares, if any, issuable in the aggregate.
  • In the event of a strategic transaction, the holders of any vested Sponsor Earnout Shares will be eligible to participate in such strategic transaction on the same terms as the other holders of shares of New Tempo common stock generally.

SUBSEQUENT EVENT – 3/17/22 – LINK

  • On March 17, 2022, ACE Convergence Acquisition Corp and Tempo Automation entered into a committed equity facility with an affiliate of Cantor Fitzgerald.
  • Under the terms of the facility, after the proposed business combination between ACE and Tempo has closed, Cantor has committed to purchase up to an aggregate of $100 million of post-merger Tempo’s common stock from time to time at the request of post-merger Tempo.
  • This facility will provide Tempo with the ability to raise additional capital in the future.

SUBSEQUENT EVENT – 1/19/22 – LINK

Convertible Note Financing

  • The Company has secured an aggregate principal amount of $200 million from the issuance of 13.00% (per annum payable semi-annually, 8.00% in cash plus 5.00% in-kind) Convertible Senior Notes due in 2025.
    • The $200 million aggregate principal amount of the Notes consists of a $175 million investment from funds managed by Oaktree Capital Management, L.P. (“Oaktree”), a leading global alternative investment management firm, and $25 million from an investment partner of ACE as a replacement for a previously announced investment, for a total of $175 million of new financing.
    • The Notes are anticipated to fund concurrently with the closing of the proposed business combination of Tempo and ACE.
  • The $175 million of the new financing will replace the existing $54 million in net proceeds from the previously announced senior term debt facility. Including this new financing from Oaktree and the previously announced financing from ACE’s affiliates (which is being replaced by the aforementioned investment from an investment partner of ACE), the company will have more than $500 million in proceeds, assuming no redemptions in connection with the closing of the Proposed Business Combination.

EXTENSION – 1/13/22 – LINK

  • At the extension vote on January 21, 2022, the company extended the time to complete a business combination from January 30, 2022, to July 13, 2022. 
    • The Sponsor agreed to contribute $0.03/Share for each month they extend.

TRANSACTION

The transaction reflects an implied equity value of the combined company of approximately $919 million estimated post-transaction equity value based on current assumptions. The proceeds will be utilized to complete the acquisitions of Advanced Circuits and Whizz, provide cash to the balance sheet, and pay fees of the transaction.

  • The transaction is expected to provide $391 million in gross cash proceeds to the company as follows:
    • $230 million from cash in trust by ACE, assuming no redemptions by shareholders of ACE. This is supported by an up to $95 million backstop against potential redemptions, comprised of up to $25 million by ACE Equity Partners, and up to $70 million as part of the Structural Capital and SQN Venture Partners senior term debt facility.
    • $82 million fully committed common stock concurrent PIPE financing anchored by Point72 Ventures Investments and ACE Equity Partners with participation from other top institutional investors Firsthand Funds and Lux Capital.
    • $25 million in convertible note financing, provided by ACE Equity Partners.
    • $54 million in net proceeds from a senior term debt facility from Structural Capital and SQN Venture Partners, as part of a $150 million total facility, which also provides up to $70 million to support either future acquisitions or potential redemptions from shareholders of ACE.

Upon the closing of the transaction, the combined company will be led by the Tempo management team, including President and Chief Executive Officer Joy Weiss and Chief Financial Officer Ryan Benton. Behrooz Abdi is expected to remain on the combined company’s board of directors.

ACE Transaction Overview


PIPE

  • Subsequent Event – On July 6, 2022, ACE entered into Second Amended and Restated Subscription Agreements with each of the PIPE Investors.
  • Pursuant to the Second A&R Subscription Agreements, the parties agreed to reduce the minimum Adjustment Period VWAP from $6.50 to $4.00.
  • Additionally, ACE agreed:
    • (1) to issue 2,000,000 additional shares to the PIPE Investors on a pro-rata basis
    • (2) that if the Adjustment Period VWAP is less than $10.00 per share, the number of additional shares each PIPE Investor will be entitled to receive shall be:
      • (A)
        • (X) the number of shares issued to such PIPE Investor at the closing of the subscription and held by such PIPE Investor on the Measurement Date, times
        • (y) $10.00, minus the Adjustment Period VWAP, minus
      • (B) the number of PIPE Incentive Shares, times the Adjustment Period VWAP, divided by:
        • (ii) the Adjustment Period VWAP, and
    • (3) to issue additional shares of New Tempo common stock to each PIPE Investor in the event that the Additional Period VWAP is less than the Adjustment Period VWAP.
  • $82 million fully committed common stock concurrent PIPE financing anchored by Point72 Ventures Investments and ACE Equity Partners with participation from other top institutional investors Firsthand Funds and Lux Capital.
  • $25 million in convertible note financing, provided by ACE Equity Partners.

LOCK-UP

  • At the Closing, ACE will enter into lock-up agreements with:
    • (i) the Sponsor
    • (ii) and certain former stockholders of Tempo and Compass AC
  • The restrictions under the lock-up agreements begin at the Closing and end on the date that is 365 days after the Closing.
    • In the case of certain former stockholders of Compass AC:
      • The date that is 180 days after the Closing
    • In the case of the Sponsor and certain former stockholders of Tempo:
      • The date that is 365 days after the Closing
    • Or (in each case):
      • Upon the stock price of Domesticated ACE reaching $12.00 (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

EARNOUT

  • Subsequent Event – On July 6th, 2022, the parties to the Original Sponsor Support Agreement entered into an Amendment to Sponsor Support Agreement, pursuant to which certain Sponsors agreed, immediately prior to the Domestication, to contribute, transfer, or assign to ACE an aggregate of 5,595,000 founder shares in exchange for an aggregate of 3,595,000 Class A ordinary shares of ACE.
  • The Earnout Sponsors also agreed to subject an aggregate of 2,000,000 shares of New Tempo common stock received in the SSA Exchange to certain earnout vesting conditions or, should such shares fail to vest, forfeiture to ACE for no consideration.
  • On the earlier of:
    • (i) the date which is 15 months following the closing of the Business Combination and
    • (ii) immediately prior to the closing of a strategic transaction, the Sponsor Earnout Shares will vest in an amount equal to:
      • (A) the number of Sponsor Earnout Shares, less
      • (B) the number of Sponsor Earnout Shares, if any, issuable in the aggregate.
  • In the event of a strategic transaction, the holders of any vested Sponsor Earnout Shares will be eligible to participate in such strategic transaction on the same terms as the other holders of shares of New Tempo common stock generally.
  • The Company Earnout Shares (7.5M in the aggregate) will vest in three equal tranches including:
    • 2.5M shares based on the VWAP of Domesticated ACE Common Stock equaling or exceeding $12.50 (for at least 20 trading days in any 30-day trading period following the Effective Time).
    • 2.5M shares based on the VWAP of Domesticated ACE Common Stock equaling or exceeding $15.00 (for at least 20 trading days in any 30-day trading period following the Effective Time).
    • 2.5M shares based on the VWAP of Domesticated ACE Common Stock equaling or exceeding $18.00 (for at least 20 trading days in any 30-day trading period following the Effective Time).
  • In no event shall:
    • (i) the Eligible Compass AC Company Equityholders be entitled to receive more than an aggregate of 2,400,000 Compass AC Earnout Shares.
    • (ii) the Eligible Whizz Company Equityholders be entitled to receive more than an aggregate of 1,043,478 Whizz Company Earnout Shares.

BACKSTOP AGREEMENT

  • Concurrently with the execution of the Merger Agreement, an affiliate of the Sponsor (the “Backstop Investor”) entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with ACE.
  • ACE Equity Partners (the “Backstop Investor”) has committed to purchase up to 2,500,000 shares of Domesticated ACE Common Stock, in a private placement for a purchase price of $10.00 per share and an aggregate purchase price of up to $25,000,000, to backstop certain redemptions by ACE shareholders.
  • The Backstop agreement includes up to $70 million provided by Structural Capital and SQN Venture Partners, providing an aggregate of up to $95 million backstop of potential redemptions by ACE shareholders.

NOTABLE CONDITIONS TO CLOSING

  • Tempo’s obligation to consummate the Merger is also subject to the Available Cash Amount being at least equal to $320,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time prior to the Closing if the Closing has not occurred on or before January 30, 2022 (the “Agreement End Date”) unless ACE is in material breach of the Merger Agreement.
  • In the event the Extension Proposals are approved by the stockholders of ACE, then nine (9) months after the date of the Merger Agreement.
  • If so extended, then Tempo shall have the right to extend the Agreement End Date for one period of three (3) months if either of the Add-On Acquisitions has not closed due to a failure to obtain regulatory approvals or legal restraints on the closing of either Add-On Acquisition.

ADVISORS

  • Citigroup Global Markets Inc. is acting as exclusive financial advisor to Tempo.
  • Latham & Watkins LLP is acting as its legal counsel to Tempo.
  • Jefferies LLC is exclusive financial advisor and capital markets advisor to ACE.
  • Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel to ACE.
  • Citigroup Global Markets Inc. and Jefferies LLC acted as joint placement agents to ACE on the PIPE transaction.
  • Paul Hastings LLP is acting as legal counsel to the placement agents.

The below announced combination was terminated on 7/11/21.  It will remain on the page for reference purposes only. The new combination has been added to the top of the page.

PROPOSED BUSINESS COMBINATION: Achronix [TERMINATED on 7/11/21 – LINK]

ENTERPRISE VALUE: $1.761 billion
ANTICIPATED SYMBOL: ACHX

SUBSEQUENT EVENTS – Termination Agreement

Achronix and ACE Convergence Acquisition Corp. today announced that both companies have mutually agreed to terminate their merger agreement (“Agreement”), effective immediately.

  • The proposed merger, announced in January 2021, was conditioned on the satisfaction of defined closing conditions, including obtaining necessary regulatory approvals within the timeframe contemplated by the Agreement.
  • The parties believe that they will not be able to complete the transaction by the July 15, 2021 deadline or some reasonable time thereafter.
  • Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the agreement.
  • The termination of the Merger Agreement is effective as of July 11, 2021.

Achronix Semiconductor Corporation, a leader in high-performance field-programmable gate arrays (FPGAs) and embedded FPGA (eFPGA) IP, and ACE Convergence Acquisition Corp. (ACE) (Nasdaq: ACEV), a special-purpose acquisition company, today announced that they have entered into a definitive agreement for a business combination that would result in the combined entity continuing as a publicly listed company. Upon closing of the transaction, the combined operating entity will be named Achronix Semiconductor Corporation and will be listed under the ticker symbol ACHX. The deal values Achronix at $1.8 billion enterprise value.

Achronix Semiconductor Corporation is a fabless semiconductor corporation based in Santa Clara, California, offering high-end FPGA-based data acceleration solutions, designed to address high-performance, compute-intensive and real-time processing applications. Achronix FPGA and eFPGA IP offerings are further enhanced by ready-to-use accelerator cards targeting AI, machine learning, networking and data center applications. All Achronix products are fully supported by a complete and optimized range of Achronix software tools called ACE, which enables customers to quickly develop their own custom applications. Achronix has a global footprint, with sales and design teams across the U.S., Europe and Asia.

Demand for FPGA-based data accelerators is driven by the rapid expansion of high-growth markets, including AI, Cloud, 5G, and ADAS. Achronix received $240 million in orders in 2020 and has a design pipeline worth $1.1 billion.

The transaction is expected to close in the first half of 2021.


TRANSACTION SUMMARY

The transaction reflects an implied equity value of the combined company of $2.1 billion, based on current assumptions, with a $10.00 per share PIPE financing subscription price. Upon closing, the combined company will receive up to $330 million in cash, comprised of $150 million in gross proceeds from a concurrent PIPE financing and up to $230 million in cash held in trust by ACE, assuming no redemptions by ACE shareholders, less $50 million paid to Achronix’s existing shareholders.



PIPE

  • $150 million fully committed common stock concurrent PIPE financing at $10.00 per share anchored by ACE Equity Partners LLC, funds and accounts managed by BlackRock and Hedosophia; and with participation from other institutional investors

BACKSTOP

Backstop Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer, at the Per Share Subscription Price ($10.00), up to the lesser of (x) 5,000,000 Backstop Shares, and (y) the aggregate number of Backstop Shares with a Subscription Amount equal to the shortfall in the Minimum Available Acquiror Cash Amount immediately prior to the consummation of the Transaction, and the Issuer agrees to sell such Backstop Shares to the Backstop Investor at the Per Share Subscription Price.


EARN-OUT

  • Additional shares to be granted to current Achronix owners and ACE founders (3.5 million and 1.5 million respectively) under the following conditions:
    • 50% granted if shares are trading at or above $12/share for 20 out of 30 trading days
    • 50% granted if shares are trading at or above $18/share for 20 out of 30 trading days

CONDITIONS TO CLOSING

Conditions to Achronix’s obligations to consummate the Merger include

  • (i) the Domestication has been completed
  • (ii) the amount of cash available in (x) the trust account after deducting the amount required to satisfy redemptions (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of ACE or its affiliates) (the “Trust Amount”) plus (y) the PIPE Investment Amount (as defined below), is at least equal to or greater than $200,000,000.

CONDITIONS TO TERMINATION

The Merger Agreement may be terminated at any time prior to the Closing in the event of certain uncured breaches by the other party or if the Closing has not occurred on or before July 15, 2021 (the “Agreement End Date”).


ADVISORS

  • J.P. Morgan Securities LLC is serving as sole financial advisor and capital markets advisor to Achronix
  • Cooley LLP is serving as legal advisor to Achronix
  • Jefferies LLC is serving as lead financial advisor to ACE
  • J.P. Morgan Securities LLC and Barclays Capital Inc. served as placement agents to ACE, with Barclays also serving as capital markets advisor to ACE
  • Cantor Fitzgerald & Co. also served as a capital markets advisor and Northland Securities, Inc. is also serving as financial advisor to ACE
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to ACE

MANAGEMENT & BOARD


Executive Officers

Behrooz Abdi, 58
Chief Executive Officer & Chairman 

Mr. Abdi is currently a Strategic Advisor for the Sensor System Business Company of TDK, a position he has held since April 2020. Prior to this, from 2012 to March 2020, he was CEO of InvenSense. He was previously CEO and President of network processor company, RMI, from 2007 to 2009, and Executive Vice President of RMI’s acquirer, NetLogic, from 2009 to 2011. From 2004 until 2007, Mr. Abdi served as Senior Vice President and General Manager of QCT at Qualcomm. Prior to this, Mr. Abdi worked at Motorola Inc. for 18 years, from 1985 to 2003, where his last role was Vice President and General Manager in charge of the mobile radio frequency and mixed-signal integrated circuits product lines. Mr. Abdi holds a bachelors’ degree in electrical engineering from the Montana State University-Bozeman and a master’s degree in electrical engineering from Georgia Institute of Technology.


Sunny Siu, 53 [Resigned 10/13/21]
President & Director

Dr. Siu is currently Co-Founder and President of ProphetStor Data Services Inc., an emerging solution provider in the artificial intelligence for IT Operations market. Prior to this, he was the Managing Director?—?Greater China for the Processors and Wireless Infrastructure Business Unit of Broadcom from 2012 to 2015, after Broadcom acquired NetLogic in 2012. Prior to such acquisition, Dr. Siu served as NetLogic’s President and General Manager?—?Asia Pacific from 2009 to 2012. He held the same role from 2002 to 2009 at RMI, where he was a co-founder, before it was acquired by NetLogic in 2009. Before entering the industry, Dr. Siu was Associate Professor and Alex d’Arbeloff Career Development Chair at Massachusetts Institute of Technology (“MIT”) from 1996 to 2002, where he founded the MIT Auto ID Center in 1998, pioneering research on Internet of Things. Dr. Siu started his career as an Assistant Professor at University of California?—?Irvine from 1991 to 1995. Dr. Siu received a B.S. (summa cum laude) in mathematics and computer science from New York University and a B.E. (summa cum laude) in electrical engineering from The Cooper Union for the Advancement of Science and Art. Additionally, Dr. Siu holds a PhD and a master’s degree in electrical engineering from Stanford University.


Denis Tse, 44
Secretary & Director

Currently, Mr. Tse is the Chief Executive Officer of ACE Equity Partners International Pte Ltd., the international subsidiary of ACE Equity Partners, and Founder and Managing Partner of its affiliate, Asia-IO Advisors Limited. Prior to this, Mr. Tse served as Head of Private Investments?—?Asia at Lockheed Martin Investment Management Company from 2009 to 2015. Mr. Tse received a B.S. in policy studies and economics from Northwestern University and his M.B.A. from INSEAD.


Minyoung Park, 30
Chief Financial Officer

Currently, Ms. Park serves as the Compliance Officer of ACE Equity Partners, a position she has held since March, 2020. Previously, she was with the financial due diligence team of the cross-border deal advisory department at KPMG from December 2017 to February 2020. Prior to that, Ms. Park was responsible for accounting and finance at CJ 4DPlex America, Inc. from April 2016 to August 2017 and a CPA with ABC CPAs from 2013 to 2016. Ms. Park is a licensed AICPA and holds a Bachelor of Science in Management Science from University of California?—?San Diego.


 

Board of Directors

Kenneth Klein, 60
Director

Mr. Klein is currently CEO and co-founder of Praisidio, Inc. a venture capital-backed AI software company in the Enterprise Risk Management space. He has also served as an independent director of MobileIron, Inc. since 2016. Prior to Praisidio, Mr. Klein served as the Chairman and CEO of Tintri, Inc. (“Tintri”), an intelligent infrastructure provider, from 2013 until March 2018. Previously, he was with Wind River Systems, Inc. (“Wind River”), an embedded software company, where he served as a director from July 2003 and as Chair of the Board, President and Chief Executive Officer from 2004 until Wind River’s acquisition by Intel Corp. in 2009. Mr. Klein continued as President of Wind River after it became an Intel subsidiary until 2013. Prior to joining Wind River, Mr. Klein was with Mercury Interactive Corporation (“Mercury Interactive”), a software company focused on business technology optimization, where he served as Chief Operating Officer and as a director on their Board from 2000 until 2003. Mr. Klein held other management positions at Mercury Interactive from 1992 through 1999, including President of North American Operations and Vice President of North American Sales. Mr. Klein holds a B.S. in electrical engineering and biomedical engineering from the University of Southern California. He is a USC Distinguished Alumnus, a member of the USC Viterbi School of Engineering Board of Councilors, the founder of USC’s Klein Institute for Undergraduate Engineering Life, and a USC Trustee. Mr. Klein became Chief Executive Officer of Tintri in October 2013 and resigned in March 2018. Tintri consummated its initial public offering in June 2017 and later filed for bankruptcy in July 2018. Shortly thereafter, Tintri was acquired by DataDirect Networks Inc. Mr. Klein, as well as other officers and directors of Tintri, are currently defendants in an ongoing class action lawsuit related to the foregoing.


Omid Tahernia, 59
Director

Mr. Tahernia is the founder and CEO of SERNAI Networks, Inc., a developer of high-speed communication and intelligence-based interconnect solutions since 2018. From 2012 to 2015, Mr. Tahernia served as the CEO of Ikanos Communications (Nasdaq: IKAN), which was acquired by Qualcomm in 2015. Prior to that, he was the President and CEO of Tilera Corporation from 2007 to 2011, and had spent more than 3 years with Xilinx, most recently as Corporate Vice President & General Manager of its Processing Solutions Group. Mr. Tahernia is a 20-year veteran with Motorola from 1984 to 2004, with the most recent leadership role being Vice President and Director, Strategy and Business Development at Motorola Semiconductors. He has an MSEE degree from Georgia Institute of Technology and a BSEE degree from Virginia Tech.


Ryan Benton, 49
Director

Mr. Benton currently serves as Chief Financial Officer and Executive Board Member of Revasum, Inc., a publicly listed semiconductor capital equipment company (“Revasum”), a position he has held since 2018. Since 2015, Mr. Benton also has served as an independent board member for Pivotal Systems, a publicly listed semiconductor component company, where he chairs the Audit & Risk Management Committee and serves as a member of the Remuneration & Nomination Committee. Prior to joining Revasum, from 2017 to 2018, Mr. Benton served as Senior Vice President and Chief Financial Officer for BrainChip Holdings Ltd., a publicly listed AI software and chip solution provider and developer of neuromorphic circuits. From 2012 to 2017, Mr. Benton was at Exar Corporation, a fabless semiconductor chip manufacturer (“Exar”), as Senior Vice President and Chief Financial Officer. In 2016, he became Chief Executive Officer and Executive Board Member until the sale of Exar to Maxlinear, Inc. in 2017. From 1993 to 2012, Mr. Benton worked at several technology companies. He started his career as an auditor at Arthur Andersen & Company in 1991. Mr. Benton received a B.A. of Business Administration in Accounting from the University of Texas at Austin and he passed the State of Texas Certified Public Accountancy exam.


Raquel Chmielewski, 41
Director

Ms. Chmielewski is currently Director of Investments at Council on Foreign Relations, a United States nonprofit and non-partisan think tank specializing in U.S. foreign policy and international affairs. Prior to this, she was an Investment Officer at the pension of the International Monetary Fund, and a private markets investor at Lockheed Martin Investment Management Company from 2009 to 2017. Ms. Chmielewski was with Stark Investments as an Investment Analyst for a short period in 2008 and was a Private Equity/Venture Capital Associate at Columbia Capital, LLC from 2004 to 2007. Ms. Chmielewski received a B.A. and M.A. in Economics from Boston University and an M.B.A. from The Wharton School at the University of Pennsylvania.