Item 1.02 Termination of a Material Definitive Agreement
On July 29, 2022, Compass Group Diversified Holdings LLC (the “Company”) and its
majority-owned subsidiary, Compass AC Holdings, Inc. (“Advanced Circuits”), sent
a notice to Tempo Automation, Inc. (“Buyer”) terminating the previously
announced Agreement and Plan of Merger, dated as of October 13, 2021 (the
“Merger Agreement”) among the Company, as representative of the selling security
holders, Advanced Circuits, Buyer and Aspen Acquisition Sub, Inc. (“Merger
Sub”), which provided for Buyer acquiring all of the issued and outstanding
securities of Advanced Circuits, the parent company of the operating entity,
Advanced Circuits, Inc., through a merger of Merger Sub with and into Advanced
Circuits, with Advanced Circuits surviving the merger and becoming a wholly
owned subsidiary of Buyer (the “Merger”). A description of the Merger Agreement
was included in the Current Report on Form 8-K filed by the Company on October
14, 2021, and is incorporated herein by reference.
The Merger was conditioned, among other things, upon the Buyer, immediately
prior to closing, being acquired by a publicly traded special purpose
acquisition company (the “SPAC Transaction”). The Merger Agreement also provided
that the Merger Agreement could be terminated in the event closing of the Merger
did not occur prior to January 27, 2022 (the “End Date”). Due to a delay in
closing the SPAC Transaction, the Merger did not close on or before the End
Date. Because of the continued delay in closing the SPAC Transaction, the
Company and Advanced Circuits provided the notice of termination of the Merger
Agreement to Buyer. No termination penalties were incurred by either party in
connection with the termination of the Merger Agreement.
Item 7.01 Regulation FD Disclosure
On July 29, 2022, the Company issued a news release announcing the termination
of the Merger Agreement. A copy of the press release is furnished as Exhibit
99.1 hereto.
The information contained in this Item 7.01 and in Exhibit 99.1 is furnished and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by
reference into any of the Company’s filings under the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated July 29, 2022 announcing the termination of the
Advanced Circuits sale
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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