United States securities and exchange commission logo
August 10, 2022
Luke Evnin
Chief Executive Officer
Turmeric Acquisition Corp.
450 Kendall Street
Cambridge, MA 02142
Re: Turmeric
Acquisition Corp.
Form 10-K for the
fiscal year ended December 31, 2021
Filed March 29,
2022
File No. 001-39624
Dear Mr. Evnin:
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.
Form 10-K for the fiscal year ended December 31, 2021
Exhibits 31.1 and 31.2, page 82
1. We note the language in
the certifications filed do not conform exactly to the language set
forth in Item
601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion of
internal control over
financial reporting language within the introductory sentence of
paragraph 4. Please
file a full amendment to your periodic reports to revise your
certifications to
conform exactly to the language set forth in Item 601(b)(31)(i) of
Regulation S-K. Please
also refer to Regulation S-K C&DI 246.13.
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. If so, please revise your disclosure in future
filings to 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
Luke Evnin
Turmeric Acquisition Corp.
August 10, 2022
Page 2
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. Disclose that as a result, the pool of potential targets
with which you could
complete an initial business combination may be limited. 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. Please
include an example of
your intended disclosure in your response.
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.
You may contact Jeffrey Lewis at (202) 551-6216 or Kristi Marrone at
(202) 551-
3429 with any questions.
FirstName LastNameLuke Evnin Sincerely,
Comapany NameTurmeric Acquisition Corp.
Division of
Corporation Finance
August 10, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName