10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K/A

(Amendment No.2)

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

For the period ended December 31, 2020

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

For the transition period from

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)		(IRS 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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 ☐

The registrant’s units began trading on the NASDAQ Capital Market (“NASDAQ”) on October 16, 2020 and the registrant’s shares of Class A ordinary shares, par value $0.0001 (the “Class A Ordinary shares”) and warrants began trading on the NASDAQ on December 7, 2020. 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 on December 31, 2020, as reported on the NASDAQ, was $100 million.

As of December 31, 2020, 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


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I			2
Item 1.	Business		2
Item 1A.	Risk Factors		18
Item 1B.	Unresolved Staff Comments		54
Item 2.	Property		54
Item 3.	Legal Proceedings		54
Item 4.	Mine Safety Disclosures		54
PART II			54
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		54
Item 6.	Selected Financial Data		56
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		56
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		60
Item 8.	Financial Statements and Supplementary Data		60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
Item 9A.	Controls and Procedures Evaluation of Disclosure Controls and Procedures		60
Item 9B.	Other Information		61
PART III			62
Item 10.	Directors, Executive Officers and Corporate Governance Directors and Executive Officers		62
Item 11.	Executive Compensation		72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		73
Item 13.	Certain Relationships and Related Transactions, and Director Independence		75
Item 14.	Principal Accounting Fees and Services		77
PART IV			78
Item 15.	Exhibits, Financial Statement Schedules		78
Item 16.	Form 10-K Summary		79

EXPLANATORY NOTE

References throughout this Amendment No.2 to the Annual Report on Form

10-K

to “we,” “us,” the “Company” or “our company” are to Turmeric Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 2 to the Annual Report on Form

10-K/A

(the “Report”) amends the Amendment No. 1 to the Annual Report on Form

10-K/A

of Turmeric Acquisition Corp. for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 17, 2021 (the “Original Filing”).

In preparation of the Company’s financial statements as of and for the quarterly period ended September 30, 2021 (the “Q3 Form

10-Q”),

the Company concluded it should revise its previously filed financial statements to classify all Class A ordinary shares subject to possible redemption (“Public Shares”) in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to possible redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Public Shares in permanent equity, or total shareholders’ equity (deficit). Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A ordinary shares.

In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously issued financial statements in Note 2 to its Q3 Form

10-Q.

However, upon further consideration of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to redemption and change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements

After further consideration of the impact of the error that led to the revised September 30, 2021 financial statements,

on February 23, 2022, the

Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of October 20, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form

10-K,

as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 17, 2021 (“2020 Form

10-K/A

No. 1”), (ii) audited financial statements included in the 2020 Form

10-K/A

No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on June 25, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (v) Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form

10-Q

(collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form

10-K/A

for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020

Form

10-K/A

No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021, and a restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form

10-Q,

will be amended in the Company’s Quarterly Report on Form

10-Q/A

for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Amended Q3 Form

10-Q”).

The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part 1 to the Amended Q3 Form

10-Q.

We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

Part I, Item 1A. Risk Factors

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 8. Financial Statements and Supplementary Data

Part II, Item 9A. Controls and Procedures

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form

10-K/A

(Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in the Annual Report on Form

10-K

of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 31, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2, and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing.

We have not amended our previously filed Quarterly Report on Form

10-Q

for the period affected by the restatement or our previously filed balance sheet, dated October 20, 2020, on Form

8-K.

This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.

CERTAIN TERMS

Unless otherwise stated in this Annual Report on

Form 10-K

(this “Annual Report”), references to:

•

“amended and restated memorandum and article 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”);

•

“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.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Report, including the financial statements, may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report, including the financial statements, may include, for example, statements about:

•

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 recent

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 Report.

The forward-looking statements contained in this Report, including the financial statements, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

Item 1.

Business

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on August 28, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Our Sponsor is Turmeric Management, LLC, a Delaware limited liability company (“Sponsor”).

To date, our efforts have been limited to our organizational activities and activities relating to the Initial Public Offering and the identification and evaluation of prospective acquisition targets for our initial business combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until after we consummate our initial business combination.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we focus on industries that complement our management team’s background, and in our search for targets for our initial business combination seek to capitalize on the ability of our management team to identify and acquire a business focusing on healthcare or a healthcare related industry. In particular, we are targeting North American or European companies in the life sciences drug development sector where our management has extensive investment experience. We may pursue a transaction in which our shareholders immediately prior to our initial business combination would collectively own a minority interest in the post-transaction company.

Our Founder

Our sponsor is an affiliate of MPM, a life sciences investment firm with approximately $3.5 billion in assets under management as of December 31, 2020. MPM was

co-founded

by Luke Evnin, Ph.D. and Ansbert Gadicke, M.D., and launched its first venture capital fund in 1997. Since inception, MPM has focused its investment activity exclusively in the biotechnology industry with a strategy of funding and building private development stage companies developing new medicines addressing areas of significant unmet medical need. MPM’s strategy of identifying assets and utilizing its differentiated capabilities to efficiently drive drug development through

in-human

POC studies has fortified MPM’s track record of creating industry-leading companies that have yielded 53 commercial products approved by the FDA. To place this achievement into context, the entire combined efforts of the pharmaceutical industry has yielded an average of 38 new drug approvals per year in the U.S. for the past five years.

Target Identification Strategy

Our merger target identification strategy is to seek out a high potential opportunity within the biotechnology sector and to unlock the embedded value of the target through proper capitalization of the merged company and focused development of its product candidates. We believe our management team is well positioned to identify unique opportunities based on the breadth and depth of their personal networks and industry experience. Our selection process will leverage the relationships of our management team with industry captains, key opinion leaders, respected peers, investment bankers and other industry participants. We also believe that MPM’s reputation, experience and track record of making investments and building successful companies in the biotechnology space, along with TAC’s “hands on” approach to unlocking value through support (i) of the business development activities, (ii) of portfolio

re-prioritization,

and (iii) in the design and execution of efficient clinical development strategies, will make us a preferred partner for many of these targets.

Acquisition Strategy

The pace of biomedical innovation addressing unmet medical conditions is rapid and is coupled with a supportive regulatory environment that rewards breakthrough therapies. Moreover, demand from large pharmaceutical companies to acquire new drugs via both acquisition and partnering, is significant, and there is strong underlying demand for therapies to improve and maintain human health. Accordingly, we believe that a compelling opportunity exists for investing in a late

pre-clinical

or early clinical therapeutics company.

We intend to seek to acquire a business that we believe is:

•

Built on breakthrough science

. We intend to seek a target business with fundamental scientific data that indicate a drug candidate or platform has high potential to generate a differentiated therapeutic for patients suffering from serious or life-threatening medical conditions.

•

Led by a strong management team

. We seek to identify companies that are managed by experienced existing management teams. We will also work with teams where we can supplement their capabilities with the proven operating talents of our executive team and board of directors.

•

Developing

first-in-class

best-in-class

therapeutics that carry a competitive advantage

. We plan to identify targets whose investigational medicines address a major unmet medical need with potential to make a dramatic impact on the treatment paradigm for patients. We are focused on drug candidates which address large and rapidly growing markets.

•

Exploiting a significant embedded growth opportunity

. We believe our team is well positioned to identify emerging innovation and value that has been underappreciated by the market. The ideal target will have a well-defined path to value creation and has the potential to deliver on clinical milestones that will enable the market to recognize value. We will screen both

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

. We seek to create multiple shots on goal to diversify risk and, where appropriate, create opportunities for partnering to expand the range of programs being pursued to POC.

•

Offering attractive risk-reward equity returns

. We intend to capitalize the combined company to amply support an efficient and rapid plan to create value typically based on the demonstration of clinical POC. We seek targets that offer substantial growth opportunities while mitigating risk through asset diversification and through focused, data-driven clinical development strategies. We will target opportunities where the net proceeds from the Initial Public Offering plus any potential concurrent private placement should be adequate to fund the target company through key clinical POC trials.

•

A strong candidate for strategic exit

. We plan to leverage our deep relationships with large pharmaceutical companies and knowledge of their strategies to define a development path for our target company’s programs that maximizes its attractiveness to strategic partners and acquirors. Moreover, our management team and Directors have extensive experience in developing emerging public biotech companies and in executing M&A transactions.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria as well as other considerations, factors, criteria and guidelines that our management may deem relevant. Ultimately, we intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value.

Industry Opportunity

We believe we are entering a new phase of life sciences innovation with the advancement of novel technologies such

as low-cost, high-throughput

DNA sequencing, genome editing tools such as CRISPR, which allow researchers to quickly test hypotheses and design highly customized experimental models, and advances in computational power and algorithms to analyze large datasets. We believe that the translation of innovation into transformative therapies has accelerated, benefiting not only from advances in the underlying technology as noted but also from a favorable regulatory environment.

Initial Business Combination

So long as our securities are then listed on the Nasdaq our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

In addition, our sponsor and its affiliates have indicated an interest to purchase up to an aggregate of $15,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor and its affiliates may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Other Considerations

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with MPM or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with MPM, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.

Affiliates of MPM and members of our board of directors directly or indirectly own founder shares and private placement units and, accordingly, 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. Further, each of 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 or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

MPM may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These MPM investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.

In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds,

accounts, co-investment vehicles

and other entities managed by affiliates of MPM and certain companies in which MPM or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any MPM funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to MPM or our founders may be suitable for both us and a current or future MPM fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of MPM, our founders or any members of our board of directors who are also employed by MPM or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of MPM. However, we do not expect these duties to materially affect our ability to complete our initial business combination.

In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds,

accounts, co-investment vehicles

and other entities managed by MPM. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds,

accounts, co-investment vehicles

and other entities managed by MPM (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds,

accounts, co-investment vehicles

and other entities), MPM and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

Status as a Public Company

We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds makes us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our requirement to seek shareholder approval of any proposed initial business combination, negatively.

Financial Position

As of December 31, 2020, we had approximately $98 million held in the Trust Account, not taking into account payment of $3,421,250 of deferred underwriting fees. With the funds available, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our Initial Public Offering. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering, the private placements of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidat

SEC Form 10-K/A filed by Turmeric Acquisition Corp. (Amendment)