References to the "Company," "our," "us" or "we" refer to Turmeric Acquisition
Corp. The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the unaudited
condensed financial statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or
the negative of such terms or other similar expressions. Such statements
include, but are not limited to, possible business combinations and the
financing thereof, and related matters, as well as all other statements other
than statements of historical fact included in this Form
10-Q.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in our other Securities and Exchange Commission
("SEC") filings.
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").
The registration statement for our initial public offering (the "Initial Public
Offering') became effective on October 15, 2020. On October 20, 2020, we
consummated the Initial Public Offering of 9,775,000 units (the "Units" and,
with respect to the Class A ordinary shares included in the Units being offered,
the "Public Shares"), including 1,275,000 additional Units to cover
over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, generating
gross proceeds of approximately $97.8 million, and incurring offering costs of
approximately $5.9 million, inclusive of approximately $3.4 million in deferred
underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 415,500 units (each, a "Private
Placement Unit" and collectively, the "Private Placement Units"), at a price of
$10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of
approximately $4.2 million.
Upon the closing of the Initial Public Offering and the Private Placement,
approximately $97.8 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement were placed
in a trust account ("Trust Account"), located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and invested only
in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below.
If we have not completed a Business Combination within 24 months from the
closing of the Initial Public Offering, or October 20, 2022 (the "Combination
Period"), we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to us to pay our income taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the
then-outstanding Public

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Shares, which redemption will completely extinguish Public Shareholders' rights
as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining shareholders and the
board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii), to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be
no redemption rights or liquidating distributions with respect to our
outstanding warrants, which will expire worthless if we fail to consummate a
Business Combination within the Combination Period.
Results of Operations
Our entire activity from August 28, 2020 (inception) through September 30, 2021,
was in preparation for an Initial Public Offering, and since our Initial Public
Offering, our activity has been limited to the search for a prospective initial
Business Combination. We will not generate any operating revenues until the
closing and completion of our initial Business Combination.
For the three months ended September 30, 2021, we had net income of
approximately $294,000, which consisted of a gain of approximately $795,000 from
the change in fair value of derivative warrant liabilities and an approximately
$1,500 net income on investments held in Trust account, which was partially
offset by approximately $473,000 in general and administrative expenses and
approximately $30,000 in administrative expenses-related party.
For the nine months ended September 30, 2021, we had net income of approximately
$3.0 million, which consisted of a gain of approximately $4.0 million from the
change in fair value of derivative warrant liabilities and an approximately
$4,400 net income on investments held in Trust account, which was partially
offset by approximately $912,000 in general and administrative expenses and
approximately $90,000 in administrative expenses-related party.
For the period from August 28, 2020 (inception) through September 30, 2020, we
had a net loss of approximately $57,000 consisting solely of general and
administrative expenses.
Liquidity and Going Concern
As of September 30, 2021, we had approximately $648,000 in its operating bank
account and working capital of approximately $342,000.
Our liquidity needs to date have been satisfied through a contribution of
$25,000 from our Sponsor to cover certain of our expenses in exchange for the
issuance of the issuance of founder shares to our Sponsor, a loan of
approximately $64,000 from our Sponsor (the "Note"), and the proceeds from the
consummation of the Private Placement not held in the Trust Account. The Company
repaid the Note in full on October 20, 2020. In addition, in order to finance
transaction costs in connection with a Business Combination, our Sponsor or an
affiliate of our Sponsor, or certain of our officers and directors may, but are
not obligated to, provide us working capital loans. As of September 30, 2021,
there were no amounts outstanding under any working capital loan.
In connection with our assessment of going concern considerations in accordance
with FASB Accounting Standards Update ("ASU")
2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that the mandatory liquidation and
subsequent dissolution raises substantial doubt about our ability to continue as
a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should we be required to liquidate after October 20, 2022. The
financial statements do not include any adjustment that might be necessary if we
are unable to continue as a going concern.

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Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities.
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our unaudited condensed financial statements, which
have been prepared in accordance with GAAP. The preparation of these unaudited
condensed financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
the disclosure of contingent assets and liabilities in our financial statements.
On an ongoing basis, we evaluate our estimates and judgments, including those
related to fair value of financial instruments and accrued expenses. We base our
estimates on historical experience, known trends and events and various other
factors that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. There
have been no significant changes in our critical accounting policies as
discussed in the Form
10-K/A
filed by us with the SEC on June 17, 2021.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU")
No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. The Company adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company's financial
position, results of operations or cash flows.
Our management does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying unaudited condensed financial statements.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional

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information about the audit and the financial statements (auditor discussion and
analysis) and (iv) disclose certain executive compensation related items such as
the correlation between executive compensation and performance and comparisons
of the CEO's compensation to median employee compensation. These exemptions will
apply for a period of five years following the completion of our Initial Public
Offering or until we are no longer an "emerging growth company," whichever is
earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management evaluated, with the participation of our current chief executive
officer and chief financial officer (our "Certifying Officers"), the
effectiveness of our disclosure controls and procedures as of September 30,
2021, pursuant to Rule
13a-15(b)
under the Exchange Act. Based upon that evaluation, our Certifying Officers
concluded that our disclosure controls and procedures were effective as of
September 30, 2021.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our chief executive officer and chief
financial officer, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended September 30, 2021 covered by this
Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. The material weakness discussed below
was remediated during the quarter ended September 30, 2021.
Remediation of a Material Weakness in Internal Control over Financial Reporting
We recognize the importance of the control environment as it sets the overall
tone for the Company and is the foundation for all other components of internal
control. Consequently, we designed and implemented remediation measures to
address the material weakness previously identified in the 2nd quarter of 2021
and enhance our internal control over financial reporting. In light of the
material weakness, we enhanced our processes to identify and appropriately apply
applicable accounting requirements to better evaluate and understand the nuances
of the complex accounting standards that apply to our condensed consolidated
financial statements, including providing enhanced access to accounting
literature, research materials and documents and increased communication among
our personnel and third-party professionals with whom we consult regarding
complex accounting applications. The foregoing actions, which we believe
remediated the material weakness in internal control over financial reporting,
were completed as of the date of September 30, 2021.

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