10-Q

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-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission File

No. 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)

(617)

425-9200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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, a 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 is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of May

, 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.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		2

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021		2

	Unaudited Condensed Statements of Operations for the Three Ended March 31, 2022 and 2021		3

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021		4

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		5

	Notes to Unaudited Condensed Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23

Item 4.	Controls and Procedures		23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risk Factors		25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 3.	Defaults Upon Senior Securities		25

Item 4.	Mine Safety Disclosures		25

Item 5.	Other Information		25

Item 6.	Exhibits		26

SIGNATURES			27


	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	229,835		$	425,270
Prepaid expenses		123,375			121,204

Total current assets		353,210			546,474
Investments held in Trust Account		97,758,689			97,757,245

Total Assets	$	98,111,899		$	98,303,719

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities
Accounts payable	$	289,524		$	215,764
Accrued expenses		490,268			329,151
Due to related party		10,000			27,900

Total current liabilities		789,792			572,815
Derivative warrant liabilities		1,119,980			2,309,850
Deferred underwriting commissions		3,421,250			3,421,250

Total Liabilities		5,331,022			6,303,915
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,775,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		97,750,000			97,750,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 415,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021		42			42
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,443,750 shares issued and outstanding as of March 31, 2022 and December 31, 2021		244			244
Additional paid-in capital		—			—
Accumulated deficit		(4,969,409	)		(5,750,482	)

Total Shareholders’ Deficit		(4,969,123	)		(5,750,196	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	98,111,899		$	98,303,719


	Three Months Ended March 31,
	2022			2021
Operating expenses:
General and administrative expenses	$	380,241		$	180,989
Administrative fee - related party		30,000			30,000

Loss from operations		(410,241	)		(210,989	)
Other income:
Change in fair value of derivative warrant liabilities		1,189,870			2,894,233
Net income earned on investments held in Trust Account		1,444			1,444

Net income	$	781,073		$	2,684,688

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		10,190,500			10,190,500

Basic and diluted net income per share, Class A ordinary shares	$	0.06		$	0.21

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		2,443,750			2,443,750

Basic and diluted net income per share, Class B, ordinary shares	$	0.06		$	0.21


	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		415,500	$	42		2,443,750	$	244	$	—	$	(5,750,482	)	$	(5,750,196	)
Net income		—		—		—		—		—		781,073			781,073

Balance - March 31, 2022 (unaudited)		415,500	$	42		2,443,750	$	244	$	—	$	(4,969,409	)	$	(4,969,123	)


	For t he Three Months Ended March 31, 2022				For t he Three Months Ended March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	629,996	$	151,077	$	2,165,409	$	519,279
Denominator:
Basic and diluted weighted average ordinary shares outstanding		10,190,500		2,443,750		10,190,500		2,443,750

Basic and diluted net income per ordinary share	$	0.06	$	0.06	$	0.21	$	0.21


Gross proceeds	$	97,750,000
Less:
Fair value of Public Warrants at issuance		(3,812,250	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(5,698,514	)
Plus:
Accretion of carrying value to redemption value		9,510,764
Class A ordinary share subject to possible redemption	$	97,750,000


	Fair Value Measured as of March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	97,758,689	$	—	$	—	$	97,758,689
Liabilities:
Derivative warrant liabilities - Public warrants	$	1,074,270	$	—	$	—	$	1,074,270
Derivative warrant liabilities - Private warrants	$	—	$	—	$	45,710	$	45,710


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	97,757,245	$	—	$	—	$	97,757,245
Liabilities:
Derivative warrant liabilities - Public warrants	$	2,215,670	$	—	$	—	$	2,215,670
Derivative warrant liabilities - Private warrants	$	—	$	—	$	94,180	$	94,180


	March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.85		$	9.82
Option term (in years)		5.00			5.00
Volatility		5.5	%		12	%
Risk-free interest rate		2.39	%		1.25	%



Level 3 derivative warrant liabilities at January 1, 2022	$	94,180
Change in fair value of derivative warrant liabilities		(48,470	)

Level 3 derivative warrant liabilities at March 31, 2022	$	45,710


Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


TURMERIC ACQUISITION CORP.

By:		/s/ Luke Evnin
Name:		Luke Evnin
Title:		Chief Executive Officer


Level 3 derivative warrant liabilities at January 1, 2021	$	267,310
Change in fair value of derivative warrant liabilities		(124,650	)

Level 3 derivative warrant liabilities at March 31, 202 1		142,660

SEC Form 10-Q filed by Turmeric Acquisition Corp.