SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Tempo Automation Holdings, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

88024M108

(CUSIP Number)

November 22, 2022

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 88024M108    Page 2 of 9 Pages

 

 

  1    

  NAMES OF REPORTING PERSONS

 

  Structural Capital Management Company II, LP

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☐

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  1,693,596

   6   

  SHARED VOTING POWER

 

  0

   7   

  SOLE DISPOSITIVE POWER

 

  1,693,596

   8   

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,693,596

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  6.4%1

12  

  TYPE OF REPORTING PERSON

 

  PN

  

 

1 

Percentage is based on 26,392,289 shares of Common Stock outstanding as of November 22, 2022, based on information provided in a Schedule 13D/A filed November 28, 2022.


Item 1. (a) Name of Issuer:

Tempo Automation Holdings, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

2460 Alameda St.

San Francisco, CA

Item 2. (a) Name of Person Filing:

Structural Capital Management Company II, LP

 

  (b)

Address of Principal Business Offices or, if none, Residence:

400 Oyster Point Blvd. #229

South San Francisco, CA 94080

 

  (c)

Place of Organization:

Delaware

 

  (d)

Title of Class of Securities:

Common stock, par value $0.0001 per share

 

  (e)

CUSIP Number:

88024M108

Item 3. If this Statement is filed pursuant to § 240.13d-1(b) or §§ 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)       Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o)
  (b)       Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
  (c)       Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
  (d)       Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 809-8)
  (e)       An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
  (f)       An employee benefit plan or endowment fund in accordance with § 240.13d -1(b)(1)(ii)(F)


  (g)       A parent holding company or control person, in accordance with § 240.13d -1(b)(ii)(G)
  (h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
  (i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80-a-3)
  (j)       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k)       Group, in accordance with § 240.13d -1(b)(1)(ii)(J)
       

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________

Item 4. Ownership.

The information in items 1 and 5-11 on the cover page of this Schedule 13G is hereby incorporated by reference.


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   ☐

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct.

 

STRUCTURAL CAPITAL MANAGEMENT COMPANY II, LP
December 2, 2022
Date
/s/ Lawrence Gross
Signature
Lawrence Gross, Managing Partner