Tempo Automation (TMPOQ) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SQN Venture Partners, LLC

(Last) (First) (Middle)

320 BROAD STREET, SUITE 320

(Street)

CHARLESTON SC 29401

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2022

3. Issuer Name and Ticker or Trading Symbol
Tempo Automation Holdings, Inc. [ TMPO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.0001 per share	2,521,371	I	By SQN Venture Income Fund II, LP(1)
Common stock, par value $0.0001 per share	518,449	I	By SQN Tempo Automation LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is the managing partner of SQN Venture Income Fund II, LP and may be deemed to have voting and dispositive power over such shares. The reporting person disclaims beneficial ownership over such shares except to the extent of its pecuniary interest therein.

2. The reporting person is the manager of SQN Tempo Automation LLC and may be deemed to have voting and dispositive power over such shares. The reporting person disclaims beneficial ownership over such shares except to the extent of its pecuniary interest therein.

Remarks:

Exhibit List: EX-24 Power of Attorney

	/s/ Nabil Al-Khaled, Attorney in Fact for the Reporting Person, SQN Venture Partners, LLC	01/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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