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): July 1013, 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~~ITEM 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~As previously disclosed, on~~Change June 20, 2023, Tempo Automation Holdings, Inc. (the “Company”) entered into a Convertible Promissory Note (the “Note”) with Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership (“Asia-IO”), under which the Company is entitled to borrow up to an aggregate principal amount of $7.0 million, of which up to $4.0 million may be drawn from time to time and up to an additional $3.0 million (the “Additional Amounts”) may be drawn by the Company as long as such Additional Amounts are used for purposes of paying amounts payable by the Company in ~~connection~~Chief ~~with~~Financial ~~the~~Officer Company’s previously announced proposed acquisition of Optimum Design Associates, Inc. Under the Note, Asia-IO is required deliver the funds to the Company within five (5) business days, with respect to the Company’s initial draw request, or within ten (10) business days, with respect to each subsequent draw request.

~~The Company has delivered~~On ~~its~~and ~~initial~~effective ~~draw~~as ~~request~~of ~~under~~July ~~the~~14, ~~Note~~2023, ~~and~~Mr. ~~has~~Benton ~~not~~resigned ~~yet~~his ~~received~~position ~~any~~as ~~funds~~Chief ~~despite~~Financial ~~the~~Officer ~~passage~~ of ~~the~~Tempo ~~fund~~Automation ~~delivery~~Holdings, ~~period~~Inc. ~~specified in~~ (the “Company”). ~~Note~~Mr. AsBenton ~~previously~~will ~~disclosed,~~remain ~~the~~in ~~Company~~his ~~has~~position ~~experienced~~as ~~negative~~a ~~cash~~director ~~flows~~on ~~since~~the ~~inception~~board ~~that~~of ~~raise~~directors ~~substantial~~of ~~doubt about~~ the Company’s ~~ability~~(the to“Board”). Mr. ~~continue~~Benton’s resignation as aChief ~~going~~Financial ~~concern~~Officer ~~and,~~was innot ~~order~~related to ~~fund~~any disagreement with the Company’s ~~planned~~on ~~operations~~any ~~while~~matter ~~meeting~~relating ~~obligations~~to asthe ~~they~~registrant’s ~~come due~~operations, ~~the~~policies ~~Company requires additional debt~~ or ~~equity financing immediately~~practices.

~~The~~On and effective as of July 15, 2023, the Board appointed Keith Tainsky, the Company's ~~continues~~Vice toPresident ~~interact~~of Finance and Business Operations, ~~with~~as ~~Asia-IO~~Interim toChief ~~obtain~~Financial Officer of the ~~amounts~~Company. ~~requested~~Mr. ~~under~~Tainsky, 51, will be acting as the ~~Note~~Company’s Chief Financial Officer, effective July 15, 2023, and will serve in such capacity until a replacement for Mr. Benton has been found and commences service in such capacity. Mr. Tainsky has served as Vice President of Finance and Business Operations of the Company issince ~~also~~November ~~continuing~~2022. toFrom ~~work~~July to2020 ~~identify~~until ~~alternative~~the Company ~~sources~~completed its acquisition of Tempo Automation, Inc. (“Legacy Tempo”) in November 2022, Mr. Tainsky held multiple roles, including Vice President of ~~capital~~Finance and ~~means~~Information Technology and Vice President of ~~reducing~~Finance ~~expenses~~and ~~that~~Business ~~may~~Operations ~~permit~~at ~~the~~Legacy ~~Company~~Tempo. From August 2018 to ~~continue~~May 2020, he served as aVice ~~going~~President ~~concern~~Finance of Revasum, ~~including~~Inc., ~~raising~~a ~~debt~~publicly orlisted ~~equity~~ semiconductor capital ~~from~~equipment company. ~~alternative~~Prior ~~sources~~to joining Revasum, ~~engaging~~Inc., inMr. aTainsky ~~temporary~~held ~~reduction~~several orroles ~~furlough~~at ofExar ~~the~~Corporation ~~Company’s~~from ~~workforce~~2014 to August 2018, including Vice President, Finance and ~~other~~subsequently ~~alternatives~~Chief Financial Officer. ~~However,~~ ~~there~~Among isother noaccomplishments, ~~guarantee~~Mr. ~~that~~Tainsky led the ~~Company~~completion ~~will~~of besystems ~~able~~integration when Exar Corporation was sold to ~~raise~~MaxLinear ~~additional~~in ~~capital~~2017. Prior to joining Exar Corporation, ~~either~~Mr. ~~through~~Tainsky ~~draws~~served ~~under~~as ~~the~~Director ~~Note~~of orFinance ~~from~~and Business ~~other~~Unit ~~third-party~~Controller ~~sources~~for Amkor Technology, orInc., ~~reduce~~a ~~expenses~~leading provider of contract semiconductor assembly and test services and held various positions at Insight Enterprises, Inc., ~~Any~~ASM ~~failure~~International toNV, ~~obtain~~Motorola ~~additional~~Semiconductor, ~~financing~~Inc. ~~will~~and ~~adversely~~several ~~impact~~accounting firms. In the ~~Company’s~~aggregate, ~~ability~~Mr. Tainsky tohas ~~continue~~over ~~operations~~30 years of experience in ~~the~~finance, ~~short~~operations ~~term~~and ~~unless~~management ~~the~~consulting. ~~Company~~Mr. isTainsky ~~able~~holds toa ~~secure~~bachelor’s ~~additional~~degree ~~financing~~in accounting from Northern Arizona University.

~~Forward-Looking~~Reduction ~~Statements~~in Base Salaries

~~This report contains certain~~On ~~forward-looking~~July ~~statements~~15, ~~within the meaning of the federal securities laws with respect to the Company’s business~~2023, ~~including statements regarding~~ the ~~ability~~Board ofapproved ~~Tempo~~temporary toreductions ~~draw~~in ~~amounts under~~ the ~~Note~~annual ~~and~~base ~~the~~salaries ~~Company’s efforts to identify alternative sources~~ of ~~capital~~its President and ~~means~~Chief ofExecutive ~~reducing expenses~~Officer, ~~and~~Joy ~~the Company’s ability to continue operations. Forward-looking statements are predictions~~Weiss, ~~projections~~ and ~~other~~Chief ~~statements~~Technology ~~about future events that are based on current expectations~~ and ~~assumptions~~Manufacturing ~~and~~Officer, asRalph ~~a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results~~Richart. ~~Many~~Effective ~~factors~~July ~~could cause actual future events to differ materially from the forward-looking statements in this report~~15, ~~including the risks and uncertainties described~~2023, in the ~~Company’s~~annual ~~filings~~base ~~with~~salary ~~the~~for ~~SEC,~~both ~~including~~Ms. ~~its~~Weiss ~~past~~ and ~~future periodic reports and other filings~~Mr. ~~Such~~Richart ~~factors~~will ~~and risks do not constitute all factors and risks that could cause actual results of the Company to~~ be ~~materially~~reduced ~~different~~by ~~from the Company’s forward-looking statements~~50%. ~~Accordingly,~~Such ~~investors~~reductions ~~are~~will ~~cautioned~~remain not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of today, and the Company does not intend, and has no obligation, to update or revise any forward-looking statements in ~~order~~effect tofor ~~reflect events or circumstances that may arise after~~ the ~~date of this report, except as required by law~~foreseeable future.

~~Item~~ITEM 98.01. ~~Financial~~Other ~~Statement and Exhibits.~~Events

~~(d) Exhibits~~On July 13, 2023, the Board approved a plan of termination that will result in a reduction in its workforce by 62 employees. The Company notified employees about the workforce reduction on July 14, 2023 and the reduction was completed on July 14, 2023. Following the reduction, the Company has seven employees, including Joy Weiss, President and Chief Executive Officer, and Ralph Richart, Chief Technology and Manufacturing Officer.

Exhibit Number		Description
104		Cover Page Interactive Data File.

The Company is undertaking this workforce reduction primarily as a means of reducing overhead to better position the Company to fund its planned operations while meeting obligations as they come due. As previously disclosed, the Company has experienced negative cash flows since inception that raise substantial doubt about the Company’s ability to continue as a going concern. The Company is continuing to work to identify alternative sources of capital and means of reducing expenses that may permit the Company to continue as a going concern, including raising debt or equity capital and other alternatives. However, there is no guarantee that the Company will be able to raise additional capital, or that the plan of termination and related workface reduction will be sufficient to permit the Company to continue operations.

2 The Company does not expect to record material charges related to termination benefits.

~~Signatures~~2

~~Pursuant~~Forward-Looking ~~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.~~Statements

	Tempo Automation Holdings,Inc.
Date: July 10, 2023	By:	/s/ Ryan Benton
	Name:	Ryan Benton
	Title:	Chief Financial Officer

This report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company’s business, including statements regarding the Company’s efforts to identify alternative sources of capital and means of reducing expenses, the effects of the Company’s workforce reduction, the reductions in salary of certain executive officers of the Company and the Company’s ability to continue operations. 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 report, including the risks and uncertainties described in the Company’s filings with the SEC, including its past and future periodic reports and other filings. Such factors and risks do not constitute all factors and risks that could cause actual results of the Company to be materially different from the Company’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 the Company 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 report, except as required by law.

3 Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File.

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: July 17, 2023	By:	/s/ Joy Weiss
	Name:	Joy Weiss
	Title:	President and Chief Executive Officer

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