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~~August 2917, 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Manufacturing~~On August 17, ~~Agreement~~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, because the Company has not yet filed its Form 10-Q for the period ended June 30, 2023 (the “Filing”), the Company no longer meets the requirements for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”). 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.

OnIn ~~July 29,~~accordance ~~2023,~~with ~~Tempo~~Nasdaq ~~Automation~~Listing ~~Holdings,~~Rule ~~Inc.~~5810(c)(2)(F), athe ~~Delaware~~Company ~~corporation~~will ~~(the~~have ~~“Company”),~~60 ~~entered~~calendar ~~into~~days, aor ~~Manufacturing~~until ~~and~~October 16, ~~Fulfillment~~2023 ~~Agreement~~ (the “~~Manufacturing~~Plan ~~Agreement~~Date”), to ~~between~~submit ~~the~~a ~~Company~~plan ~~and~~to ~~123PCB~~regain ~~Corporation~~compliance ~~dba~~with ~~Network~~the ~~PCB,~~Periodic aFiling ~~California corporation~~ Rule (the “~~Network PCB~~Plan”), ~~pursuant~~and toif ~~which~~Nasdaq ~~Network~~accepts ~~PCB~~the ~~has~~Plan, ~~agreed~~Nasdaq can togrant ~~manufacture~~an ~~and~~exception ~~deliver~~of ~~printed~~up ~~circuit~~to ~~board~~180 ~~assemblies~~calendar todays from the ~~Company~~Filing’s ~~clients~~ ondue ~~behalf~~date, ofor ~~the~~until ~~Company.~~February 12, ~~Subject~~2024 (the “Compliance Date”), to ~~certain~~regain ~~limited~~compliance. ~~exceptions,~~Nasdaq ~~under~~will ~~the~~consider ~~terms~~things ofsuch as the ~~Manufacturing~~following ~~Agreement,~~when ~~Network~~determining ~~PCB~~whether ~~will pay~~ to accept the ~~Company~~Plan: (i) ~~(a) until~~the likelihood ~~July 29,~~that ~~2024, 5.00% of~~ the ~~total~~Filing, ~~revenue~~along ~~amount~~with ~~received~~any bysubsequent ~~Network~~periodic ~~PCB,~~filing ~~less~~that ~~any~~will ~~commissions~~be ~~paid~~due, ~~from~~ ~~any~~can ~~client~~be ofmade within the ~~Company~~180-calendar ~~and~~day period; (bii) ~~for~~the 24Company’s ~~months~~past ~~thereafter,~~compliance ~~3.00%~~history; of (iii) the ~~total~~reasons ~~revenue~~for ~~amount~~the ~~received~~late byFiling; ~~Network~~(iv) other ~~PCB,~~corporate ~~less~~events ~~any commissions~~that ~~paid,~~may ~~from~~occur ~~any~~within ~~client~~Nasdaq’s ofreview period; (v) the Company,’s inoverall ~~each~~financial ~~case~~condition; ~~excluding~~and ~~any~~(vi) the ~~add-on~~Company’s public ~~charges~~disclosures. ~~such~~If asthe ~~non-recurring~~Company ~~expenses,~~submits ~~change~~the ~~or rework fees~~Plan, ~~taxes,~~Nasdaq ~~duties,~~will ~~shipping~~review ~~and~~the ~~other~~Plan ~~similar expenses~~ and ~~(ii)~~ provide the ~~cost~~Company ofwith ~~any~~written ~~inventory~~notice ~~provided~~of byits ~~the~~decision regarding ~~Company~~whether to ~~Network PCB~~grant toan ~~fulfill such orders~~exception.

~~The~~In ~~initial~~the ~~term~~event ofthat (i) the ~~Manufacturing~~ ~~Agreement~~Company ~~commenced~~does onnot ~~July~~(a) ~~29,~~submit ~~2023~~the ~~and~~Plan ~~will~~by ~~continue~~the inPlan ~~effect until July 29~~Date, ~~2028~~or (~~the “Initial Term”~~b). regain ~~Thereafter, the~~compliance ~~term~~with ~~will renew automatically for additional periods of six months unless either party provides written notice of non-renewal to~~ the ~~other~~ ~~party~~Periodic atFiling ~~least~~Rule by ~~30 days prior to~~ the ~~expiration~~Compliance Date, ofor ~~the~~(ii) Nasdaq ~~then-current~~does ~~term.~~not ~~Network~~accept ~~PCB may terminate~~ the ~~Manufacturing~~Plan, ~~Agreement immediately if~~ the Company ~~fails~~will toreceive ~~perform~~written ~~any~~notification ~~other~~that ~~obligation~~its ~~under~~securities ~~the~~are ~~Manufacturing~~subject ~~Agreement~~to ~~within 15 days of notice from Network PCB specifying~~delisting. ~~such~~At ~~failure,~~that ~~or if such failure cannot be cured within such 15-day period~~time, ~~then~~ the Company ~~shall~~may ~~not~~appeal ~~be in default under~~ the ~~Manufacturing Agreement~~delisting sodetermination ~~long~~to asa ~~the~~Hearings ~~Company commences cure within such 15-day period~~Panel. The Company ~~may~~intends ~~terminate~~to ~~the~~consider ~~Manufacturing~~available ~~Agreement immediately~~options ~~(i) if Network PCB fails~~ to ~~make~~regain ~~any~~compliance ~~payment~~with ~~due under~~ the ~~Manufacturing~~Periodic ~~Agreement~~Filing ~~and~~Rule. ~~such~~There ~~nonpayment~~can ~~continues~~be ~~ten~~no ~~days~~assurance ~~after~~that ~~written notice from~~ the Company ~~that~~will ~~any~~be ~~payment~~able ~~due thereunder has not been received, (ii) if Network PCB fails~~ to ~~perform~~submit ~~or meet any material term or condition under~~ the ~~Manufacturing~~Plan ~~Agreement~~by ~~and has failed to correct~~ the ~~same within 30 days after written notice of such failure~~ byPlan ~~the Company~~Date, ~~(iii) if Network PCB ceases to do business as a going concern~~ or ~~ceases~~if toit ~~conduct its operations in the normal course of business~~does, ~~becomes~~that ~~insolvent,~~Nasdaq awill ~~receiver~~accept ~~is appointed to~~ the ~~possession~~Plan ~~of all~~ or ~~substantially~~that ~~all~~execution of ~~Network PCB’s property, Network PCB makes a general assignment for~~ the ~~benefit~~Plan ofwill ~~creditors~~result ~~or files a voluntary petition~~ in ~~bankruptcy or Network PCB is~~ the ~~subject~~ ofCompany ansuccessfully ~~involuntary petition in bankruptcy and such involuntary petition is not dismissed within 120 days of filing or (iv) at~~regaining ~~any~~compliance ~~time~~with ~~after~~ the ~~Initial~~Periodic ~~Term~~Filing ofRule by the ~~Manufacturing~~Compliance ~~Agreement upon 60 days’ written notice to Network PCB of the Company’s election to terminate the Manufacturing Agreement~~Date.

~~The Manufacturing Agreement~~Item ~~includes~~7.01 Regulation ~~customary~~FD ~~representations, warranties, covenants and indemnities by the parties~~Disclosure.

~~The~~A ~~foregoing~~press ~~description of~~release, ~~the~~dated ~~Manufacturing~~August 23, 2023, ~~Agreement~~disclosing ~~does not purport to be complete and is qualified in its entirety by~~ the ~~terms~~Company’s ~~and~~receipt ~~conditions~~ of the ~~Manufacturing Agreement,~~Letter areferenced ~~copy~~above ~~of which~~ is attached hereto as Exhibit 1099.1 ~~and incorporated herein by reference~~.

~~Amendment~~The toinformation ~~Purchase~~furnished in ~~Agreement~~this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

AsCautionary ~~previously~~Note ~~disclosed,~~Regarding ~~on March 25,~~Forward-Looking 2023, the Company entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”) by and among the Company, Optimum Design Associates, Inc., a California corporation (“ODA”), Optimum Design Associates Pty. Ltd., an Australian proprietary company limited by shares (“ODA Australia” and, together with ODA, the “Acquired Companies”), Nick Barbin and Roger Hileman (Mr. Hileman, together with Mr. Barbin, the “Sellers” and each, a “Seller”), pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company had agreed to acquire from the Sellers (i) all of the issued and outstanding capital stock of ODA (the “U.S. Sale”) and (ii) all of the issued and outstanding capital stock of ODA Australia (the “Australia Sale” and, together with the U.S. Sale, the “Acquisitions”).Statements

~~The~~This Current ~~Purchase~~Report ~~Agreement~~on ~~contained~~Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A ~~certain~~of ~~customary~~the ~~termination~~Securities ~~rights~~Act of 1933, ~~including~~as amended, and Section 21E of the ~~right~~Securities ~~for~~Exchange ~~either~~Act of 1934, as amended. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. These forward-looking statements are based on the Company’s orcurrent beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the ~~Sellers~~Company. By their nature, forward-looking statements address matters that are subject to ~~terminate~~risks ~~the~~and ~~Purchase~~uncertainties. ~~Agreement~~A ifvariety of factors could cause ~~(i) with~~actual ~~respect~~events and results to differ materially from those expressed in or contemplated by the Uforward-looking statements.S. ~~Sale~~These factors include, ~~such~~without ~~transaction~~limitation, ~~was~~the ~~not~~Company's ~~consummated~~ability byto ~~May 31~~timely and satisfactorily submit the Plan, ~~2023~~the (Company’s ability to respond in a timely and satisfactory manner to any additional inquiries by Nasdaq, the ~~“U.S.~~Company’s ~~End~~ability ~~Date”)~~to orregain compliance with the Periodic Filing Rule, the Company’s ability to become current with its reports with the Securities and Exchange Commission (iithe “SEC”), and the risk that the completion and filing of the Form ~~with~~10-Q ~~respect~~will take longer than expected. For additional information about factors that could cause actual results to differ materially from those described in the ~~Australia~~forward-looking ~~Sale~~statements, ~~such~~please ~~transaction~~refer to ~~was~~the ~~not~~Company’s ~~consummated~~filings bywith ~~June 30~~the SEC, ~~2023~~including (the ~~“Australia~~risk ~~End~~factors ~~Date”),~~ contained in ~~each~~its ~~case~~most recent Annual Report on Form 10-K and the Company’s other subsequent filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, ~~subject~~whether as a result of new information, future events or otherwise, except to ~~certain~~the ~~customary~~extent ~~exceptions~~required by applicable laws.

AsItem previously disclosed, on May 12, 2023, the Company, the Acquired Companies and the Sellers entered into a First Amendment to Securities Purchase Agreement (the “First Amendment”), pursuant to which, among other things, the parties agreed to extend the U9.S.01 ~~End~~Financial ~~Date~~Statements ~~to July 31, 2023~~ and ~~the Australia End Date to August 30, 2023~~Exhibits.

~~On August 1, 2023, the Company and the Sellers entered into that certain Letter Agreement~~ (~~the “Letter Agreement”~~d) ~~pursuant to which (i)~~ ~~the Sellers gave the Company notice of termination of the Purchase Agreement with respect to the U~~Exhibit.S. Sale pursuant to Section 11.1(b) of the Purchase Agreement, and (ii) the Sellers and the Company mutually agreed to terminate the Purchase Agreement with respect to the Australia Sale pursuant to Section 11.1(a) of the Purchase Agreement. As a result, the Purchase Agreement was terminated as of August 1, 2023.

The ~~foregoing~~following ~~summary~~exhibits ofare ~~the Letter~~furnished ~~Agreement~~as ~~does~~part ~~not purport to be complete and is subject to, and qualified in its entirety by, the full text~~ of ~~the Letter Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated into~~ this ~~Current Report on Form 8-K by reference.~~report:

ITEM 1.02 Termination of a Material Definitive Agreement.

Exhibit No.	Description
99.1	Press Release of Tempo Automation Holdings, Inc., dated August 23, 2023
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~The information set forth in Item 1.01 with respect to the termination of the Purchase Agreement is hereby incorporated into this Item 1.02 by reference.~~SIGNATURE

~~ITEM~~Pursuant ~~5.02.~~to ~~Departure~~the requirements of ~~Directors~~the orSecurities ~~Certain~~Exchange ~~Officers;~~Act ~~Election~~ of ~~Directors;~~1934, the ~~Appointment~~registrant ofhas ~~Certain~~duly ~~Officers;~~caused ~~Compensatory~~this ~~Arrangements~~report ofto ~~Certain~~be ~~Officers~~signed on its behalf by the undersigned hereunto duly authorized.

On August 2, 2023, Ryan Benton provided the Company with written notice of his resignation from his position as a director on the board of directors of the Company (the “Board”), effective August 7, 2023. Mr. Benton is resigning as director to pursue other employment opportunities, and his resignation is not related to any disagreement with the Company on any matter relating to the registrant’s operations, policies or practices. Mr. Benton will remain involved with the Company as an advisor to the Board.

	Tempo Automation Holdings, Inc.

Date: August 23, 2023	By:	/s/ Joy Weiss
		Joy Weiss
		President and Chief Executive Officer

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Letter Agreement, dated August 1, 2023, by and among Tempo Automation Holdings, Inc., Nick Barbin and Roger Hileman
10.1		Manufacturing and Fulfillment Agreement, dated July 29, 2023, between Tempo Automation Holdings, Inc. and 123PCB Corporation dba “Network PCB”
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: August 3, 2023	By:	/s/ Joy Weiss
	Name:	Joy Weiss
	Title:	President and Chief Executive Officer

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