☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands001-3962498-1555727(State or other jurisdiction ofincorporation or organization)(CommissionFile Number)(I.R.S. EmployerIdentification Number)450 Kendall St Cambridge, MA 02142Address of principal executive offices)(Zip Code)IRS Employer
Symbol(s)
on
which registered Class A Ordinary Shares included as part of the unitsTMPMThe Nasdaq Capital Markets
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 2. | 20 | |||||
Item 3. | 23 | |||||
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Item 2. | 25 | |||||
Item 3. | 25 | |||||
Item 4. | 25 | |||||
Item 5. | 25 | |||||
Item 6. | 26 | |||||
27 |
SEPTEMBER 30, 2020
Assets | ||||
Deferred offering costs | $ | 342,148 | ||
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Total Assets | $ | 342,148 | ||
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Liabilities and Shareholders’ Deficit | ||||
Current liabilities | ||||
Accounts payable | $ | 39,496 | ||
Accrued expenses | 270,280 | |||
Notes payable - related party | 64,177 | |||
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Total current liabilities | 373,953 | |||
Commitments and Contingencies | ||||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding | — | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,443,750 shares issued and outstanding | 244 | |||
Additional paid-in capital | 24,756 | |||
Accumulated deficit | (56,805 | ) | ||
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Total shareholders’ deficit | (31,805 | ) | ||
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Total Liabilities and Shareholders’ Deficit | $ | 342,148 | ||
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SHEETS
March 31, 2022 | December 31, 2021 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 229,835 | $ | 425,270 | ||||
Prepaid expenses | 123,375 | 121,204 | ||||||
Total current assets | 353,210 | 546,474 | ||||||
Investments held in Trust Account | 97,758,689 | 97,757,245 | ||||||
Total Assets | $ | 98,111,899 | $ | 98,303,719 | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 289,524 | $ | 215,764 | ||||
Accrued expenses | 490,268 | 329,151 | ||||||
Due to related party | 10,000 | 27,900 | ||||||
Total current liabilities | 789,792 | 572,815 | ||||||
Derivative warrant liabilities | 1,119,980 | 2,309,850 | ||||||
Deferred underwriting commissions | 3,421,250 | 3,421,250 | ||||||
Total Liabilities | 5,331,022 | 6,303,915 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,775,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021 | 97,750,000 | 97,750,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 415,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 42 | 42 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,443,750 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 244 | 244 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (4,969,409 | ) | (5,750,482 | ) | ||||
Total Shareholders’ Deficit | (4,969,123 | ) | (5,750,196 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 98,111,899 | $ | 98,303,719 | ||||
FOR THE PERIOD FROM AUGUST 28, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
General and administrative expenses | $ | 56,805 | ||
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Loss from operations | (56,805 | ) | ||
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Net loss | $ | (56,805 | ) | |
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Weighted average shares outstanding, basic and diluted | 2,443,750 | |||
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Basic and diluted net loss per share | $ | (0.02 | ) | |
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Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating expenses: | ||||||||
General and administrative expenses | $ | 380,241 | $ | 180,989 | ||||
Administrative fee - related party | 30,000 | 30,000 | ||||||
Loss from operations | (410,241 | ) | (210,989 | ) | ||||
Other income: | ||||||||
Change in fair value of derivative warrant liabilities | 1,189,870 | 2,894,233 | ||||||
Net income earned on investments held in Trust Account | 1,444 | 1,444 | ||||||
Net income | $ | 781,073 | $ | 2,684,688 | ||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 10,190,500 | 10,190,500 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.06 | $ | 0.21 | ||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 2,443,750 | 2,443,750 | ||||||
Basic and diluted net income per share, Class B, ordinary shares | $ | 0.06 | $ | 0.21 | ||||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Deficit | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - August 28, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 2,443,750 | 244 | 24,756 | — | 25,000 | |||||||||||||||||||||
Net loss (unaudited) | — | — | — | — | — | (56,805 | ) | (56,805 | ) | |||||||||||||||||||
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Balance - September 30, 2020 (unaudited) | — | $ | — | 2,443,750 | $ | 244 | $ | 24,756 | $ | (56,805 | ) | $ | (31,805 | ) | ||||||||||||||
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THREE MONTHS ENDED MARCH 31, 2022
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - December 31, 2021 | 415,500 | $ | 42 | 2,443,750 | $ | 244 | $ | 0 | $ | (5,750,482 | ) | $ | (5,750,196 | ) | ||||||||||||||
Net income | — | — | — | — | 0 | 781,073 | 781,073 | |||||||||||||||||||||
Balance - March 31, 2022 (unaudited) | 415,500 | $ | 42 | 2,443,750 | $ | 244 | $ | 0 | $ | (4,969,409 | ) | $ | (4,969,123 | ) | ||||||||||||||
Ordinary Shares | Total | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - December 31, 2020 | 415,500 | $ | 42 | 2,443,750 | $ | 244 | $ | 0 | $ | (8,405,360 | ) | $ | (8,405,074 | ) | ||||||||||||||
Net income | — | — | — | — | — | 2,684,688 | 2,684,688 | |||||||||||||||||||||
Balance - March 31, 2021 (unaudited) | 415,500 | $ | 42 | 2,443,750 | $ | 244 | $ | 0 | $ | (5,720,672 | ) | $ | (5,720,386 | ) | ||||||||||||||
FOR THE PERIOD FROM AUGUST 28, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Cash Flows from Operating Activities: | ||||
Net loss | $ | (56,805 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by Sponsor under note payable | 23,500 | |||
Changes in operating assets and liabilities: | ||||
Accrued expenses | 8,305 | |||
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Net cash used in operating activities | — | |||
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Net increase in cash | — | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | — | ||
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Supplemental disclosure of noncash financing activities: | ||||
Deferred offering costs included in accounts payable | $ | 39,496 | ||
Deferred offering costs included in accrued expenses | $ | 261,975 | ||
Deferred offering costs included in note payable - related party | $ | 40,677 |
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 781,073 | $ | 2,684,688 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Net income earned on investments held in Trust Account | (1,444 | ) | (1,444 | ) | ||||
Change in fair value of derivative warrant liabilities | (1,189,870 | ) | (2,894,233 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (2,171 | ) | 2,267 | |||||
Accounts payable | 73,760 | 101,855 | ||||||
Accrued expenses | 161,117 | (78,587 | ) | |||||
Due to related party | (17,900 | ) | — | |||||
Net cash used in operating activities | (195,435 | ) | (185,454 | ) | ||||
Net change in cash and cash equivalents | (195,435 | ) | (185,454 | ) | ||||
Cash and cash equivalents - beginning of the period | 425,270 | 1,196,877 | ||||||
Cash and cash equivalents - end of the period | $ | 229,835 | $ | 1,011,423 | ||||
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). TheBoard’sBoard (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “DistinguishingEquity.”Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only ifin the case of a shareholder vote, a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, voted at a shareholdergeneral meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination.
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate a Business Combination within the Combination Period.
and Summary of Significant Accounting Policies
2022 or any future period.
20, 2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 20, 2022. The Company intends to complete a business combination in this timeframe.
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Risk and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.
Liquidity and capital resources
As of September 30, 2020, the Company had no cash and working capital deficit of approximately $374,000.
The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares, the loan of approximately $64,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on October 20, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Note 2—Summary of Significant Accounting Policies
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
and liabilities at the date of the condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Deferred sheets, except for derivative warrant liabilities (see Note 9 Derivative Warrant Liabilities is in Note 6).
Deferred offering
Income Taxes
Offering. The Company classifies deferred underwriting commissions as
months
each class of ordinary shares:
For t he Three Months Ended March 31, 2022 | For t Three Months Ended March 31,he 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 629,996 | $ | 151,077 | $ | 2,165,409 | $ | 519,279 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 10,190,500 | 2,443,750 | 10,190,500 | 2,443,750 | ||||||||||||
Basic and diluted net income per ordinary share | $ | 0.06 | $ | 0.06 | $ | 0.21 | $ | 0.21 | ||||||||
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Each Unit consists of one Class A ordinary share, and
On September 1, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $89,000 under the Note and repaid in full on October 20, 2020.
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company incurred $30,000 in expenses in connection with these services during the three months ended March 31, 2022 and 2021, which are included in administrative
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 415,500 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $4.2 million. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination.
Each whole Private Placement Warrant underlying the Private Placement Units is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Units to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Derivative Warrant Liabilities
Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 1, 2020,March 31, 2022 and December 31, 2021, the Company issued 2,875,000 Class B ordinary shares. On October 12, 2020, the Sponsor effected a surrenderhad an aggregate of 431,250 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number3,396,833 warrants outstanding, comprised of Class B ordinary shares outstanding from 2,875,000 to 2,443,750. All shares3,258,333 Public Warrants and associated amounts have been retroactively restated to reflect the share surrender. Of the 2,443,750 Class B ordinary shares outstanding, up to 318,750 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders would collectively own approximately
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
20% of the Company’s issued and outstanding ordinary shares (excluding the138,500 Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering) (See Note 4). The underwriters fully exercised the over-allotment option on October 20, 2020; thus, these 318,750 Class B ordinary shares are no longer subject to forfeiture.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares underlying the Private Placement Units) upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Company’s Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Preference Shares—The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020, there were no preference shares issued or outstanding.
Warrants—Warrants.
TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
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TURMERIC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
If
Gross proceeds | $ | 97,750,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | (3,812,250 | ) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (5,698,514 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 9,510,764 | |||
Class A ordinary share subject to possible redemption | $ | 97,750,000 |
Fair Value Measured as of March 31, 2022 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Investments held in Trust Account | $ | 97,758,689 | $ | — | $ | — | $ | 97,758,689 | ||||||||
Liabilities: | ||||||||||||||||
Derivative warrant liabilities - Public warrants | $ | 1,074,270 | $ | — | $ | — | $ | 1,074,270 | ||||||||
Derivative warrant liabilities - Private warrants | $ | — | $ | — | $ | 45,710 | $ | 45,710 |
Fair Value Measured as of December 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Investments held in Trust Account | $ | 97,757,245 | $ | — | $ | — | $ | 97,757,245 | ||||||||
Liabilities: | ||||||||||||||||
Derivative warrant liabilities - Public warrants | $ | 2,215,670 | $ | — | $ | — | $ | 2,215,670 | ||||||||
Derivative warrant liabilities - Private warrants | $ | — | $ | — | $ | 94,180 | $ | 94,180 |
is assumed to be
equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The most significant input is volatility and significant increases (decreases) in the expected volatility in isolation would result in a significantly higher
(lower) fair value
March 31, 2022 | December 31, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock Price | $ | 9.85 | $ | 9.82 | ||||
Option term (in years) | 5.00 | 5.00 | ||||||
Volatility | 5.5 | % | 12 | % | ||||
Risk-free interest rate | 2.39 | % | 1.25 | % |
Level 3 derivative warrant liabilities at January 1, 2022 | $ | 94,180 | ||
Change in fair value of derivative warrant liabilities | (48,470 | ) | ||
Level 3 derivative warrant liabilities at March 31, 2022 | $ | 45,710 | ||
Level 3 derivative warrant liabilities at January 1, 2021 | $ | 267,310 | ||
Change in fair value of derivative warrant liabilities | (124,650 | ) | ||
Level 3 derivative warrant liabilities at March 31, 202 1 | 142,660 | |||
Management has
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public
Results
Our entire activity from August 28, 2020 (inception) through September 30, 2020, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination.
For the period from August 28, 2020 (inception) through September 30, 2020,March 31, 2022, we had a loss of approximately $57,000, which consisted solely of general$230,000 in our operating bank account and administrative expenses.
Liquidity and Capital Resources
As of September 30, 2020, we had no cash anda working capital deficit of approximately $374,000.
$437,000.
Based
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
terms of the underwriting agreement.
This management’s discussion and analysis
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on
statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.
ContentsItem 3. Quantitative and Qualitative Disclosures About Market Risk
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. Controls and Procedures
Item 4. | Controls and Procedures |
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer has concluded that, as of the evaluation date, our disclosure controls and procedures were not effective as of March 31, 2022, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or persons performing similar functions,a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex equity and equity-linked instruments issued by the Company and the presentation of earnings per share was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s audited balance sheet as appropriateof October 20, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements and Notes as reported in its SEC filings for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021. In light of this material weakness, we performed additional analysis as deemed necessary to allow timely decisions regarding required disclosure.
While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
Item 1. | Legal Proceedings |
March 29, 2022, except as set forth below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Unregistered Sales
On September 1, 2020, our Sponsor paid $25,000 to cover certain of our expenses in consideration of 2,875,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On October 12, 2020, our Sponsor effected a surrender of 431,250 Class B ordinary shares to us for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 2,875,000 to 2,443,750. Our Sponsor agreed to forfeit up to 318,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of our issued and outstanding ordinary shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering) after the Initial Public Offering. On September 25, 2020, our Sponsor transferred 25,000 Class B ordinary shares to each of the non-employee directors and 45,000 Class B ordinary shares to Matthew Roden, as Chairman. On September 30, 2020, our Sponsor transferred 17,500 Class B ordinary shares to Vinay Bhaskar. The underwriters fully exercised the over-allotment option on October 20, 2020; thus, these Founder Shares are no longer subject to forfeiture. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On October 20, 2020, our Sponsor purchased 415,500 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $4.2 million, in a private placement that closed simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On October 20, 2020, we consummated the Initial Public Offering of 9,775,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 1,275,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $97.8 million, and incurring offering costs of approximately $5.9 million, inclusive of approximately $3.4 million in deferred underwriting commissions.
In connection with the Initial Public Offering, we incurred offering costs of approximately $5.9 million, inclusive of approximately $3.4 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions
(excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $97.8 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.
There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.
Exhibit
| Description | |
31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Inline XBRL Instance Document | ||
Inline XBRL Taxonomy Extension Schema Document | ||
Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
Inline XBRL Taxonomy Extension Label Linkbase Document | ||
Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
* | Filed herewith. |
TURMERIC ACQUISITION CORP. | ||
By: | /s/ Luke Evnin | |
Name: | Luke Evnin | |
Title: | Chief Executive Officer |