10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number

001-39624

TURMERIC ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1555727
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

450 Kendall St

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617)

425-9200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TMPMU	The Nasdaq Capital Markets
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	TMPMW	The Nasdaq Capital Markets
Class A Ordinary Shares included as part of the units	TMPM	The Nasdaq Capital Markets

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares, as reported on the NASDAQ, was $101,089,760 (based on the closing sales price of the Class A ordinary shares on June 30, 2021 of $9.92)..

As of March 28, 2022,

10,190,500 Class A ordinary shares, par value $0.0001, and 2,443,750 Class B ordinary shares, par value $0.0001, were issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

TABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

	PART I

Item 1.	Business Overview		4
Item 1A.	Risk Factors		20
Item 1B.	Unresolved Staff Comments		57
Item 2.	Property		57
Item 3.	Legal Proceedings		57
Item 4.	Mine Safety Disclosures		57

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		58
Item 6.	[Reserved]		59
Item 7.	Management’s Discussion and Analysis		59
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		63
Item 8.	Financial Statements and Supplementary Data		63
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		64
Item 9A.	Controls and Procedures Evaluation of Disclosure Controls and Procedures		64
Item 9B.	Other Information		65
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		65

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance		66
Item 11.	Executive Compensation		76
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		77
Item 13.	Certain Relationships and Related Transactions, and Director Independence		79
Item 14.	Principal Accounting Fees and Services		81

	PART IV

Item 15.	Exhibits, Financial Statement Schedules		82
Item 16.	Form 10-K Summary		84
Signatures			85

Table of Contents

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

•

“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association;

•

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•

“Founders” are to Luke Evnin;

•

“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to the initial public offering ( the “Initial Public Offering”) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares are not “public shares”);

•

“Initial Public Offering” are to the Company’s initial public offering of units, public shares, and public warrants pursuant to the registration statements filed for the Initial Public Offering on Form

S-1

declared effective by the SEC on October 15, 2020 (SEC File

No. 333-249099)

and completed on October 20, 2021;

•

“management” or our “management team” are to our executive officers and directors;

•

“MPM” are to MPM Capital, an affiliate of our sponsor;

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

•

“private placement shares” are to the Class A ordinary shares sold as part of the private placement units;

•

“private placement units” are to the units issued to our sponsor in a private placement simultaneously with the closing of Initial Public Offering, which private placement units are identical to the units sold in our Initial Public Offering, subject to certain limited exceptions as described in this herein;

•

“private placement units” are to the warrants issued as part of the private placement units;

•

“public shares” are to our Class A ordinary shares sold as part of the units in Initial Public Offering (whether they were purchased in Initial Public Offering or thereafter in the open market);

•

“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” only exist with respect to such public shares;

•

“sponsor” are to Turmeric Management, LLC, a Delaware limited liability company;

•

“we,” “us,” “our,” “company” or “our company” are to Turmeric Acquisition Corp. a Cayman Islands exempted company; and

•

“TAC” are to Turmeric Acquisition Corp. a Cayman Islands exempted company.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SEC Form 10-K filed by Turmeric Acquisition Corp.