ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | “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. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following this Annual Report. |
• | Built on breakthrough science |
• | Led by a strong management team |
• | Developing first-in-class best-in-class |
• | Exploiting a significant embedded growth opportunity pre-clinical and clinical stage companies to identify the ideal target. TAC’s team has significant experience in evaluating programs and companies across this continuum and across a wide range of technologies. |
• | Prioritizing platforms and pipeline companies |
• | Offering attractive risk-reward equity returns |
• | A strong candidate for strategic exit |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (excluding the private placement units and other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of the Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the ongoing COVID-19 pandemic and the status of debt and equity markets. |
• | We may not be able to consummate an initial business combination within 24 months after the closing of the Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors, and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You do not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. |
• | If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | You are not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If the net proceeds of the Initial Public Offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of the Initial Public Offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | We have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
• | The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Form 10-K. |
• | may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as in investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
(a) |
Market Information |
(b) |
Holders |
(c) |
Dividends |
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans |
(e) |
Performance Graph |
(f) |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 6. |
[Reserved] |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Name |
Age |
Position | ||
Matthew Roden |
51 | Chairman | ||
David Meeker |
67 | Director | ||
Andrew Robbins |
46 | Director | ||
Mitchell Finer |
63 | Director | ||
Pablo Cagnoni |
59 | Director | ||
Luke Evnin |
58 | Chief Executive Officer | ||
Todd Foley |
50 | President | ||
Ed Hurwitz |
58 | Chief Financial Officer |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of the Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the Initial Public Offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee are reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Luke Evnin | Twentyeight-Seven, Inc. | Biopharmaceutical | Director | |||
Trishula Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Werewolf Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Oncorus, Inc. | Biopharmaceutical | Director | ||||
Blade Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Frontier Medicines Corporation | Biopharmaceutical | Director | ||||
Digitx Partners LLC | Digital Health | Director | ||||
Trieza Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Umoja Biopharma, Inc. | Biopharmaceutical | Director | ||||
MPM | Biopharmaceutical Investment | Managing Director | ||||
Todd Foley | Repare Therapeutics, Inc. | Biopharmaceutical | Director | |||
Crossbow Therapeutics, Inc. | Biopharmaceutical | Director | ||||
CODA Biotherapeutics, Inc. | Biopharmaceutical | Director | ||||
Entrada Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Iconic Therapeutics | Biopharmaceutical | Director | ||||
Tetherex Pharmaceuticals, Inc. | Biopharmaceutical | Director | ||||
Aktis Oncology, Inc. | Biopharmaceutical | Director | ||||
MPM | Biopharmaceutical Investment | Managing Director | ||||
Ed Hurwitz | MacroGenics, Inc. | Biopharmaceutical | Director | |||
Applied Genetic Technologies Corporation | Biopharmaceutical | Director | ||||
BioIntervene, Inc. | Biopharmaceutical | Director | ||||
ProRavel Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Protego Biopharma | Biopharmaceutical | Director | ||||
Dyne Therapeutics, Inc. | Biopharmaceutical | Director | ||||
ReCode Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Rekindle Therapeutics, Inc. | Biopharmaceutical | Director | ||||
MPM | Biopharmaceutical Investment | Managing Director | ||||
Matthew Roden | Aktis Oncology, Inc. | Biopharmaceutical | CEO | |||
iTeos Therapeutics, Inc. | Biopharmaceutical | Director | ||||
NextPoint Therapeutics, Inc. | Biopharmaceutical | Director | ||||
MPM | Biopharmaceutical Investment | Executive Partner | ||||
David Meeker | Rhythm Pharmaceuticals | Biopharmaceutical | President and Chief Executive Officer | |||
Pharvaris | Biopharmaceutical | Director | ||||
Trevi Therapeutics | Biopharmaceutical | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Andrew Robbins | Cogent Biosciences, Inc. | Biopharmaceuticals | President, CEO and Director | |||
Harpoon Therapeutics | Biopharmaceutical | Director | ||||
Mitchell Finer | Oncorus, Inc. | Biopharmaceutical | Chairman | |||
CODA Biotherapeutics, Inc. | Biopharmaceutical | Director | ||||
ElevateBio LLC | Biopharmaceutical | President of R&D | ||||
Life Edit Inc. | Biopharmaceutical | CEO and Director | ||||
MPM | Biopharmaceutical Investment | Executive Partner | ||||
Abata Therapeutics, Inc. | Biopharmaceutical | Director | ||||
Pablo Cagnoni | Fusion Pharmaceuticals, Inc. | Biopharmaceuticals | Director | |||
Repertoire Immune Medicines, Inc. | Biopharmaceutical | Director | ||||
Laronde Therapeutics | Biopharmaceutical | Director | ||||
Rubius Therapeutics, Inc. | Biopharmaceutical | President, CEO and Director | ||||
Synthekine | Biopharmaceutical | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Also, Matthew Roden, as Chairman, does not have day-to-day day-to-day |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the required time period, the private placement units and the underlying securities will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement units, the private placement shares, the private placement units and the Class A ordinary shares underlying such warrants, will not be transferable until 30 days following the completion of our |
initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrant directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such accompanies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class B ordinary shares (2) |
Class A ordinary shares |
|||||||||||||||||||
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
Turmeric Management, LLC (our sponsor)(3) |
2,298,750 | 99.06 | % | 415,500 | 4.07 | % | 21.48 | % | ||||||||||||
Sculptor Capital LP (4) |
— | — | 846,573 | 8.31 | % | 6.70 | % | |||||||||||||
Glazer Capital, LLC(5) |
— | — | 733,561 | 7.20 | % | 5.80 | % | |||||||||||||
Echo Street Capital Management LLC(6) |
— | — | 696,264 | 6.83 | % | 5.51 | % | |||||||||||||
Matthew Roden |
45,000 | * | — | — | * | |||||||||||||||
David Meeker |
25,000 | * | — | — | * | |||||||||||||||
Andrew Robbins |
25,000 | * | — | — | * | |||||||||||||||
Mitchell Finer |
25,000 | * | — | — | * | |||||||||||||||
Pablo Cagnoni |
25,000 | * | — | — | * | |||||||||||||||
Luke Evnin |
2,298,750 | (3) | 99.06 | % | 415,500 | 4.07 | % | 21.48 | % | |||||||||||
Todd Foley |
— | — | — | — | — | |||||||||||||||
Ed Hurwitz |
— | — | — | — | — | |||||||||||||||
All officer and directors as a group (8 individuals) |
2,443,750 | 100.0 | % | 415,500 | 4.07 | % | 22.63 | % |
* |
Less than one percent (1%) |
(1) | Unless otherwise noted, the business address of each of our shareholders is 450 Kendall Street, Cambridge, Massachusetts 02142. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is governed by a board of directors consisting of one director, Dr. Evnin. As such, Dr. Evnin has voting and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by our sponsor. |
(4) | Sculptor Capital LP (“Sculptor”) serves as the principal investment manager to a number of investment funds and discretionary accounts (collectively, the “Accounts”) and thus may be deemed to be the beneficial owner of the ordinary shares of the Company held in the Accounts managed by Sculptor. Sculptor Capital Holding Corporation (“SCHC”) serves as the sole general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owner of the Ordinary Shares reported in this Schedule 13G. Sculptor Capital Management, Inc. (“SCU”) is the sole shareholder of SCHC, and may be deemed to be the beneficial owner of the ordinary shares of the Company. The business address of Sculptor is 9 West 57th Street, New York, New York 10019. |
(5) | The shares reported above are held by Glazer Capital, LLC (“Glazer Capital”) on behalf of certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”). Mr. Paul J. Glazer (“Mr. Glazer”) serves as the Managing Member of Glazer Capital, with respect to the shares held by the Glazer Funds, and may be deemed to be the beneficial owner of the ordinary shares of the Company. The business address of Glazer Capital is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(6) | The shares reported above are held by Echo Street Capital Management LLC (“Echo Street”) on behalf of certain advisory clients. Greg Poole serves as the Managing Member of Echo Street, with respect to the shares held by the advisory clients, and may be deemed to be the beneficial owner of the ordinary shares of the Company. The business address of Echo Street is 12 E. 49th Street, 44th Floor, New York, NY 10017. |
(a) |
The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
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(2) | Financial Statement Schedules: |
(3) | Exhibits |
TURMERIC ACQUISITION CORP. | ||
By: | /s/ Luke Evnin | |
Name: Luke Evnin Title: Chief Executive Officer |
Signature |
Position |
Date | ||
/s/ Luke Evnin Luke Evnin |
Chief Executive Officer (Principal Executive Officer) |
March 28, 2022 | ||
/s/ Ed Hurwitz Ed Hurwitz |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 28, 2022 | ||
/s/ Andrew Robbins Andrew Robbins |
Director | March 28, 2022 | ||
/s/ David Meeker David Meeker |
Director | March 28, 2022 | ||
/s/ Mitchell H. Finer Mitchell H. Finer |
Director | March 28, 2022 | ||
/s/ Pablo Cagnoni Pablo Cagnoni |
Director | March 28, 2022 | ||
/s/ Matthew Roden Matthew Roden |
Chairman and Director | March 28, 2022 |
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F-7 |
December 31, 2021 |
December 31, 2020 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
||||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
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Current liabilities |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Due to related party |
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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, $ |
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Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) | ( |
) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
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For the Year Ended December 31, 2021 |
For the Period from August 28, 2020 (inception) through December 31, 2020 |
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Operating expenses: |
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General and administrative expenses |
$ | $ | ||||||
Administrative fee—related party |
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Loss from operations |
( |
) | ( |
) | ||||
Other (expense) income: |
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Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Financing cost—derivative warrant liabilities |
( |
) | ||||||
Net income earned on investments held in Trust Account |
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Net income (loss) |
$ | $ | ( |
) | ||||
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|||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per share, Class A ordinary shares |
$ | $ | ( |
) | ||||
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Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per share, Class B, ordinary shares |
$ | $ | ( |
) | ||||
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For the Year Ended December 31, 2021 |
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Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||||||
Balance—December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
For the Period from August 28, 2020 (inception) through December 31, 2020 |
||||||||||||||||||||||||||||
Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—August 28, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of private placement shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
For the Year Ended December 31, 2021 |
For the Period from August 28, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
— | |||||||
General and administrative expenses paid by Sponsor under note payable |
— | |||||||
Net income earned on investments held in Trust Account |
( |
) | ( |
) | ||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Financing cost—derivative warrant liabilities |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Due to related party |
— | |||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash Flows from Investing Activities: |
||||||||
Cash deposited in Trust Account |
— | ( |
) | |||||
Net cash used in investing activities |
— | ( |
) | |||||
Cash Flows from Financing Activities: |
||||||||
Repayment of note payable to related parties |
— | ( |
) | |||||
Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement, gross |
— | |||||||
Offering costs paid |
— | ( |
) | |||||
Net cash provided by financing activities |
— | |||||||
Net change in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents- beginning of the period |
— | |||||||
Cash and cash equivalents- end of the period |
$ |
$ |
||||||
Supplemental disclosure of noncash financing activities: |
||||||||
Offering costs included in accrued expenses |
$ | — | $ | |||||
Deferred underwriting commissions |
$ | — | $ |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Year Ended December 31, 2021 |
For the Period from August 28, 2020 (inception) through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per ordinary share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
• | in whole and not in part |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a |
Gross proceeds |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A ordinary share subject to possible redemption |
$ | |||
|
|
Fair Value Measured as of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities—Public warrants |
— | — | ||||||||||||||
Derivative warrant liabilities—Private warrants |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
Fair Value Measured as of December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Investments held in Trust Account |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities—Public warrants |
— | — | ||||||||||||||
Derivative warrant liabilities—Private warrants |
— | — | ||||||||||||||
|
|
|
|
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Stock Price |
$ | $ | ||||||
Option term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free interest rate |
% | % |
Level 3 derivative warrant liabilities at January 1, 2021 |
$ | |||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Level 3 derivative warrant liabilities at December 31, 2021 |
$ | |||
Derivative warrant liabilities at August 28, 2020 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Transfer of Public Warrants to Level 1 measurement |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at December 31, 2020 |
$ | |||
|
|