Filed pursuant to Rule
424(b)(3)
SEC File No. 333-268958
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated February 14, 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 February 14, 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 the information contained in our Notification of Late Filing on Form 12b-25 (the “Notification of Late Filing”) with respect to our Annual Report on Form 10-K for the year ended December 31, 2022, which Notification of Late Filing we filed with the Securities and Exchange Commission on March 31, 2023. Accordingly, we have attached the Notification of Late Filing to this prospectus supplement.
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 April 3, 2023, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $0.8240 per share of Common Stock and $0.099 per Warrant.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 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 April 4, 2023.
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| FORM 12b-25 | SEC FILE NUMBER | |
| 333-268958 | ||
| CUSIP NUMBER | ||
| NOTIFICATION OF LATE FILING | 88024M108 |
| (Check one): | x Form 10-K ¨ Form 20-F ¨ Form
11-K ¨ Form 10-Q ¨ Form
10-D ¨ Form N-SAR ¨ Form N-CSR ¨ Form N-CEN |
For Period Ended: December 31, 2022 For the Transition Period Ended: ____________________ |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Tempo Automation Holdings, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 2460 Alameda Street |
| Address of Principal Executive Office (Street and Number) |
| San Francisco, California, 94103 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| x | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, N-CEN or the transition report or portion thereof, could not be filed within the prescribed time period.
Tempo Automation Holdings, Inc. (“Tempo” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”). The Company has determined that it is unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense for the reasons set forth below.
Reasons for Delay
The Company has determined that it is unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense because it requires additional time to complete its financial statement preparation and review process. The Company’s independent registered public accounting firm is in the process of finalizing the audit of the Company’s financial statements for the year ended December 31, 2022, and requires additional time to complete its audit of such financial statements for purposes of inclusion in the Form 10-K. Among other things, the Company is continuing to assess the accounting treatment and value of certain complex financial instruments issued in connection with the Company’s acquisition of Tempo Automation, Inc. in November 2022. In the process of preparing the Company’s financial statements for the year ended December 31, 2022, management also discovered potential material weaknesses in its internal controls over financial reporting and its disclosure controls and procedures relating to insufficient and untimely review of significant accounting transactions and reconciliation related to revenue recognition, equity administration and significant financing transactions. Although the assessment is not yet complete, the Company expects to report material weaknesses in its internal controls over financial reporting and its disclosure controls and procedures. Management is assessing its existing controls and procedures and expects to recommend to the audit committee of the board of directors of the Company various measures intended to remediate and improve the Company’s internal controls over financial reporting and its disclosure controls and procedures in future periods. The Company is working diligently to file the Form 10-K as soon as practicable and expects to file the Form 10-K on or before April 15, 2023, which is within fifteen calendar days of the prescribed filing date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Ryan Benton | (408) | 599-2818 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
| Yes x NO ¨ | |||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
| Yes x NO ¨ | |||||
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates significant changes to its results of operations for the period ended December 31, 2022 compared to the period ended December 31, 2021. These changes are consistent with the selected financial information disclosed in the Company’s issued press release included in the Current Report on Form 8-K filed on March 27, 2023 (“Form 8-K”) announcing its financial results for the quarter and year ended December 31, 2022. The financial results in the Form 8-K were unaudited and represented the most current information available to management. However, because management’s review is ongoing, there can be no assurance that the financial and accounting information referred to in this filing will not change upon completion of the financial statements and filing of the Company’s Form 10-K. | |||||
Tempo Automation Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 31, 2023 | By: | /s/ Ryan Benton |