About Tempo Automation

Tempo is a leading software-accelerated electronics manufacturer, transforming the way top companies innovate and bring new products to market. Tempo Automation’s unique automated manufacturing platform optimizes the complex process of printed circuit board manufacturing to deliver unmatched quality, speed and agility. The platform’s all-digital process automation, data-driven intelligence, and connected smart factory create a distinctive competitive advantage for customers—to deliver tomorrow’s products today. From rockets to robots, autonomous cars to drones, many of the fastest-moving companies in industrial tech, medical technology, space, and other industries partner with Tempo Automation to accelerate innovation and set a new tempo for progress. Learn more at tempoautomation.com.

Forward Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws. These forward- looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the ability of Tempo’s to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; (ii) the impact of the global COVID-19 pandemic; (iii) the enforceability of Tempo’s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others; (iv) cyber security risks or potential breaches of data security; (v) the ability of Tempo to protect the intellectual property and confidential information of its customers; and (vi) the risk of downturns in the highly competitive electronics manufacturing industry. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the definitive proxy statement/prospectus filed by Tempo with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2022, and the other documents filed by Tempo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Tempo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Tempo Automation does not give any assurance that it will achieve its expectations.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting standards in the United States (“GAAP”). However, management believes certain non-GAAP financial measures, including Adjusted EBITDA (the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our operating performance.

Tempo defines Adjusted EBITDA as net income (loss), adjusted to exclude the effects of stock-based compensation expense, total other income (expense) including the change in fair value of warrants, derivatives and debt, forgiveness of loans under the Paycheck Protection Program, provision for income taxes, depreciation and amortization, merger related integration costs associated with the recent business combination between Tempo and Tempo Automation, Inc., restructuring charges which includes cost for personnel whose position have been eliminated as part of a restructuring and impairment charges related to abandonment of certain section of our operation lease and other one-time or non-recurring charges.

  

The Non-GAAP Measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and may not be comparable to similarly titled measures used by other companies.

Tempo believes that a quantitative reconciliation of the forward-looking Non-GAAP Measures contained herein to comparable GAAP measures cannot be made available without unreasonable effort due to the forward-looking nature of the estimates contained herein and the nature and complexity of such reconciliation. The forward-looking estimates contained herein are not prepared in accordance with generally accepted accounting standards. Consequently, no reconciliations of the forward-looking Non-GAAP Measures to the most directly comparable GAAP measures are included. Specifically, the following GAAP adjustments, among others, have not been included in the estimates contained herein: revenue accounting, including identifying the relevant performance obligations, allocating the value of the arrangement to the performance obligations and determining the timing of recognition of the relative fair value assigned to the performance obligations. It is probable that these factors would have a significant impact on Tempo’s projected financial position and results of operations as reported under GAAP.

Contact:

Marketing	Investor Relations
Matt Lukens, Tempo Automation	Lori Barker, Blueshirt Group
Email Contact	Email Contact

Tempo Automation Holdings, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(in thousands)

		THREE MONTHS ENDED								NINE MONTHS ENDED
		September 30,				September 30,				September 30,				September 30,
		2022				2021				2022				2021
Revenue		$	2,393			$	5,437			$	9,146			$	13,354
Cost of revenue			2,109				5,145				8,141				10,696
Gross profit			284				292				1,005				2,658
Operating expenses
Research and development			1,898				2,560				8,317				6,538
Sales and marketing			1,498				2,666				7,363				6,504
General and administrative			2,006				4,492				9,992				12,098
Impairment loss			297				—				297				—
Total operating expenses			5,699				9,718				25,969				25,140
Loss from operations			(5,415	)			(9,426	)			(24,964	)			(22,482	)
Other income (expense), net
Interest expense			(2,356	)			(1,222	)			(6,902	)			(2,069	)
Other financing cost			(30,793	)			—				(30,793	)			—
Interest income			4				2				7				3
Loss on debt extinguishment			(38,939	)			—				(38,939	)			—
Other income (expense)			—				2,500				(4	)			2,500
Change in fair value of warrant and derivatives			1,585				(2,196	)			5,674				(2,340	)
Change in fair value of debt			(597	)			—				(597	)			—
Total other income (expense), net			(71,096	)			(916	)			(71,554	)			(1,906	)
Loss before income taxes			(76,511	)			(10,342	)			(96,518	)			(24,388	)
Income tax provision			—				—				—				—
Net loss		$	(76,511	)		$	(10,342	)		$	(96,518	)		$	(24,388	)
Net loss attributable per share to common stockholders, basic and diluted			10,085,354				9,889,476				10,072,318				9,815,806
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted			(7.59	)			(1.05	)			(9.58	)			(2.48	)

Tempo Automation Holdings, Inc.