As filed with the Securities and Exchange Commission on April 19, 2023
Registration No. 333-268958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tempo Automation Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 3672 | 92-1138525 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
2460 Alameda Street
San Francisco, CA 94103
(415) 320-1261
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joy Weiss
President and Chief Executive Officer
2460 Alameda Street
San Francisco, CA 94103
(415) 320-1261
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Ryan J. Maierson
Thomas G. Brandt
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (333-268958)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | x | |||
| 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 7(a)(2)(B) of the Securities Act. ¨
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Tempo Automation Holdings, Inc. (File No. 333-268958), initially filed on December 22, 2022 and declared effective by the Securities and Exchange Commission on February 14, 2023 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file the consent of BDO USA, LLP with respect to its report dated April 17, 2023 relating to the financial statements of Tempo Automation Holdings, Inc. contained in its Annual Report on Form 10-K and included in the Prospectus Supplement No. 3 dated April 19, 2023 filed pursuant to Rule 424(b)(3), which report is filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Part II: INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of April, 2023.
| TEMPO AUTOMATION HOLDINGS, INC. | |||
| By: | /s/ Joy Weiss | ||
| Joy Weiss | |||
| President, Chief Executive Officer and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.
| Name | Title | Date | ||
| /s/ Joy Weiss | President, Chief Executive Officer and Director | April 19, 2023 | ||
| Joy Weiss | (Principal Executive Officer) | |||
| * | Chief Financial Officer, Secretary and Director | April 19, 2023 | ||
| Ryan Benton | (Principal Financial and Accounting Officer) | |||
| * | Director | April 19, 2023 | ||
| Behrooz Abdi | ||||
| * | Director | April 19, 2023 | ||
| Matthew Granade | ||||
| * | Director | April 19, 2023 | ||
| Omid Tahernia | ||||
| * | Director | April 19, 2023 | ||
| Jacqueline Schneider | ||||
| * By: | /s/ Joy Weiss | ||
| Name: | Joy Weiss | ||
| Title: | Attorney-in-fact | ||
