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 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.

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Results of Operations
Our entire activity from August 28, 2020 (inception) through June 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 June 30, 2021, we had net income of approximately
$8,000, which consisted of a gain of approximately $295,000 from the change in
fair value of derivative warrant liabilities and an approximately $1,000 net
gain on investments held in Trust account, which was partially offset by
approximately $258,000 in general and administrative expenses and approximately
$30,000 in administrative expenses - related party.
For the six months ended June 30, 2021, we had net income of approximately
$2.7 million, which consisted of a gain of approximately $3.2 million from the
change in fair value of derivative warrant liabilities and an approximately
$3,000 net gain on investments held in Trust account, which was partially offset
by approximately $439,000 in general and administrative expenses and
approximately $60,000 in administrative expenses - related party.
Liquidity and Capital Resources
As of June 30, 2021, we had approximately $0.8 million in its operating bank
account and working capital of approximately $0.8 million.
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 June 30, 2021, there
were no amounts outstanding under any working capital loan.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor,
or our officers and directors to meet our needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination.
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.


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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 June 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 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
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial and accounting officer,
we conducted an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the fiscal quarter ended June 30, 2021, as such term
is defined in Rules 13a15(e) and
15d-15(e)
under the Exchange Act. Based on this evaluation, our chief executive officer
and chief financial officer have concluded that during the period covered by
this report, our disclosure controls and procedures were not effective, due
solely to the material weakness in our internal control over financial reporting
described below in "Changes in Internal Control Over Financial Reporting". In
light of this material weakness, we performed additional analysis as deemed
necessary to ensure that our financial statements were prepared in accordance
with U.S. generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this Quarterly Report on Form
10-Q
present fairly in all material respects our financial position, results of
operations and cash flows for the period presented.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that
occurred during the three and six months ended June 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, as the circumstances that led to the
restatement of our financial statements described in the Amended Annual Report
on Form
10-K/A
filed with the SEC on June 17, 2021. Due solely to the events that led to our
restatement of our financial statements, management identified a material
weakness in internal controls related to the accounting for warrants issued in
connection with our initial public offering, as described in Note 2 to the Notes
to Consolidated Financial Statements entitled "Restatement of Financial
Statements" the Amended Annual Report on Form
10-K/A
filed with the SEC on June 17, 2021.

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