United States securities and exchange commission logo
June 21, 2022
Behrooz Abdi
Chief Executive Officer and Chairman of the Board
ACE Convergence Acquisition Corp.
1013 Centre Road, Suite 403S
Wilmington, DE 19805
Re: ACE Convergence
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed June 3, 2022
File No. 001-39406
Dear Mr. Abdi:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 3, 2022
Reasons for the Proposal, page 17
1. We note the statement
that the parties "are working towards satisfaction of the conditions
to completion of the
Business Combination," but "the Board has determined that there
may not be sufficient
time" before July 13, 2022 to hold the meeting and complete the
transaction. Please
revise to describe in greater detail the reasons for proposing the
extension. We note, for
example, your statements in your Form 8-K dated May 3, 2022
that you need
"additional time to revise and finalize [your] financing arrangements with
respect to the Business
Combination described in the registration statement on Form S-4."
Discuss what are or
were your existing financing arrangements and why they require
revision. Disclose the
nature of the revisions and any other circumstances or
arrangements that have
changed since the effective date of your registration statement on
Form S-4. Finally,
provide us with an analysis of whether you intend to file a post-
effective amendment to
the Form S-4.
Behrooz Abdi
FirstName LastNameBehrooz
ACE Convergence AcquisitionAbdi
Corp.
Comapany
June NameACE Convergence Acquisition Corp.
21, 2022
June 21,
Page 2 2022 Page 2
FirstName LastName
General
2. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, include disclosure
that addresses how this
fact could impact your ability to complete your initial business
combination. For instance,
discuss the risk to investors that you may not be able to complete an
initial business
combination with a U.S. target company should the transaction be
subject to review by a
U.S. government entity, such as the Committee on Foreign Investment in
the United
States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and
require you to liquidate.
Disclose the consequences of liquidation to investors, such as the
losses of the investment
opportunity in a target company, any price appreciation in the
combined company, and the
warrants, which would expire worthless.
3. Please disclose the resignation of Citigroup Global Markets Inc. (
Citi") and the potential
impact of such resignation on the business combination with Tempo. In
this regard, we
note your disclosures in prior filings that Citi was engaged to serve
as placement agent for
the intended PIPE and convertible note investment, as a financial
advisor and
was involved in discussions related to the business combination. If
Citi would have
played a role in the closing, identify the party who will be filling
Citi's role.
4. Please disclose whether the fees paid or due to Citi have been waived
or forfeited. If so,
to the extent that such fees relate to services that have already been
rendered, please add
disclosure describing the risk that such services have already been
rendered, yet Citi is
waiving such fees and disclaims responsibility for the S-4
registration statement relating
to the business combination with Tempo. Clarify the unusual nature of
any such fee
waiver and the impact of it on the evaluation of the business
combination. If any fees will
be waived or forfeited, please also revise, as appropriate, your pro
forma financial
information.
5. Please provide us with a letter from Citi stating whether it agrees
with the intended
disclosures related to its resignation and, if not, stating the
respects in which it does not
agree. Provide disclosure to reflect that you have discussed the
disclosure with Citi and it
either agrees or does not agree with the conclusions and the risks
associated with such
outcome. If Citi does not respond, please provide disclosure to
indicate you have asked
and not received a response and include disclosure about such fact and
the risks to
investors. Additionally, please indicate that you will not speculate
about the reasons that
Citi withdrew from its role as financial advisor and forfeited its
fees, if applicable. The
disclosure should clarify whether Citi performed substantially all the
work to earn its fees.
6. If Citi advised you on the business combination and related
transactions, please add
disclosure that your Board of Directors engaged an advisor that
assisted in its
Behrooz Abdi
FirstName LastNameBehrooz
ACE Convergence AcquisitionAbdi
Corp.
Comapany
June NameACE Convergence Acquisition Corp.
21, 2022
June 21,
Page 3 2022 Page 3
FirstName LastName
consideration of the transaction and has subsequently withdrawn, and
explain whether the
Board has undertaken any additional procedures in reviewing the
recommendation in light
of the withdrawal of its advisor on whom it relied. If not, the Board
should disclose that
its advisor resigned and it opted not to revisit the projections and
other financial and non-
financial information on which Citi advised. Please disclose your
rationale for such
decision.
7. Please tell us whether you are aware of any disagreements with Citi
regarding the
disclosure in the S-4 registration statement.
8. Please tell us whether Citi was involved in the preparation of any
disclosure that is
included in the S-4 registration statement, including any analysis or
materials underlying
the disclosure in the registration statement, including without
limitation the projected
financial information of Tempo beginning on page 150. If so, clarify
Citi's involvement,
whether it has retracted any work product associated with the
transaction, and also include
disclosure describing the risks related to Citi's role in connection
with the preparation of
the registration statement and the valuation of Tempo and that it
disclaims any liability in
connection with such disclosure included in the registration
statement.
9. Please provide us with any correspondence between Citi and other
parties involved with
the business combination relating to Citi's resignation.
10. Please provide us with the engagement letter between you and Citi.
Please disclose any
ongoing obligations of you or Citi pursuant to the engagement letter
that will survive the
termination of the engagement, such as indemnification provisions, and
discuss the
impacts of those obligations on you and Citi.
11. Please disclose the following:
When a financial institution is named in a proxy
statement/prospectus, it typically
presumes a level of due diligence and independent analysis on the
part of such
financial institution, and it also typically means that a
financial institution has done a
level of due diligence ordinarily associated with a professional
engagement.
Citi's withdrawal indicates that it does not want to be associated
with the disclosure
or the underlying business analysis related to the transaction. In
addition, your
disclosure should caution investors that they should not place any
reliance on the fact
that the firm has been previously involved with the transaction.
12. Please disclose whether the PIPE and convertible note investors have
been notified of
Citi's resignation and whether any of the PIPE and convertible note
investors have
withdrawn from the deal based on Citi's resignation. Also disclose
whether Jefferies or
any other advisor will be paid the portion of the fee owed to Citi.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Behrooz Abdi
ACE Convergence Acquisition Corp.
June 21, 2022
Page 4
Please contact Geoff Kruczek at (202) 551-3641 or Anne Parker, Office
Chief, at (202)
551-3611 with any other questions.
Sincerely,
FirstName LastNameBehrooz Abdi
Division of
Corporation Finance
Comapany NameACE Convergence Acquisition Corp.
Office of
Manufacturing
June 21, 2022 Page 4
cc: Gregg Noel
FirstName LastName