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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Turmeric Acquisition Corporation | NASDAQ:TMPM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.03 | 10.03 | 10.05 | 0 | 01:00:00 |
☒ |
QUARTERLY 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
|
Cayman Islands
|
001-39624
|
98-1555727
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
450 Kendall St
Cambridge, MA
|
02142
|
|
(Address of principal executive offices)
|
(Zip Code)
|
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
|
||
Class A Ordinary Shares included as part of the units
|
TMPM
|
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
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
June 30, 2021
|
December 31, 2020
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 810,116 | $ | 1,196,877 | ||||
Prepaid expenses
|
216,873 | 277,834 | ||||||
|
|
|
|
|||||
Total current assets
|
1,026,989 | 1,474,711 | ||||||
Investments held in Trust Account
|
97,753,711 | 97,750,790 | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
98,780,700
|
|
$
|
99,225,501
|
|
||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 58,615 | $ | 6,678 | ||||
Accrued expenses
|
103,893 | 124,837 | ||||||
Due to related party
|
20,000 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
182,508 | 131,515 | ||||||
Derivative warrant liabilities
|
3,138,940 | 6,327,810 | ||||||
Deferred underwriting commissions
|
3,421,250 | 3,421,250 | ||||||
|
|
|
|
|||||
Total liabilities
|
6,742,698 | 9,880,575 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares; 8,703,800 and 8,434,492 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
87,038,000 | 84,344,920 | ||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,486,700 and 1,756,008 shares issued and outstanding (excluding 8,703,800 and 8,434,492 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
|
149 | 176 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,443,750 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
244 | 244 | ||||||
Additional
paid-in
capital
|
5,217,414 | 7,910,466 | ||||||
Accumulated deficit
|
(217,805 | ) | (2,910,880 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity
|
5,000,002 | 5,000,006 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
98,780,700
|
|
$
|
99,225,501
|
|
||
|
|
|
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||
June 30, 2021
|
June 30, 2021
|
|||||||
General and administrative expenses
|
$ | 257,726 | $ | 438,715 | ||||
Administrative fee—related party
|
30,000 | 60,000 | ||||||
|
|
|
|
|||||
Loss from operations
|
(287,726 | ) | (498,715 | ) | ||||
Change in fair value of derivative warrant liabilities
|
294,637 | 3,188,870 | ||||||
Net income earned on investments held in Trust Account
|
1,476 | 2,920 | ||||||
|
|
|
|
|||||
Net income (loss)
|
$ | 8,387 | $ | 2,693,075 | ||||
|
|
|
|
|||||
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
|
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
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
|
$ | 0.00 | $ | 1.1 | ||||
|
|
|
|
|
|
Ordinary Shares
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
||||||||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Shareholders’
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
||||||||
Balance - December 31, 2020
|
|
1,756,008
|
|
|
$
|
176
|
|
|
|
2,443,750
|
$
|
244
|
|
$
|
7,910,466
|
|
$
|
(2,910,880
|
) |
|
$
|
5,000,006
|
|
|||||
Shares subject to possible redemption
|
(268,469 | ) |
|
|
(27 | ) |
|
— |
|
— |
|
(2,684,663 | ) |
|
— |
|
|
(2,684,690 | ) | |||||||||
Net income
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
2,684,688 |
|
|
2,684,688 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - March 31, 2021 (unaudited)
|
|
1,487,539
|
|
|
|
149
|
|
|
|
2,443,750
|
|
|
244
|
|
|
5,225,803
|
|
|
|
(226,192
|
)
|
|
|
5,000,004
|
|
|||
Shares subject to possible redemption
|
(839 | ) |
|
|
(0 | ) |
|
— |
|
— |
|
(8,389 | ) |
|
— |
|
|
(8,389 | ) | |||||||||
Net income
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
8,387 |
|
|
8,387 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - June 30, 2021 (unaudited)
|
|
1,486,700
|
|
|
$
|
149
|
|
|
|
2,443,750
|
$
|
244
|
|
$
|
5,217,414
|
|
$
|
(217,805
|
)
|
|
$
|
5,000,002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 2,693,075 | ||
Adjustments to reconcile net income to net cash
and cash equivalents
used in operating activities:
|
||||
Net income earned on investments held in Trust Account
|
(2,920 | ) | ||
Change in fair value of derivative warrant liabilities
|
(3,188,870 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
60,961 | |||
Accounts payable
|
51,937 | |||
Accrued expenses
|
(20,944 | ) | ||
Due to related party
|
20,000 | |||
|
|
|||
Net cash used in operating activities
|
(386,761 | ) | ||
|
|
|||
Net decrease in cash and cash equivalents
|
(386,761 | ) | ||
Cash and cash equivalents - beginning of the period
|
1,196,877 | |||
|
|
|||
Cash and cash equivalents - end of the period
|
$
|
810,116
|
|
|
|
|
|||
Supplemental disclosure of noncash financing activities:
|
||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | 2,693,080 |
• |
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 Three Months Ended
|
|
|
For the Six Months Ended
|
|
||
|
|
June 30, 2021
|
|
|
June 30, 2021
|
|
||
Class A ordinary shares
|
|
|
||||||
Numerator:
|
|
|
||||||
Net gain from investments held
in Trust Account |
$ | 1,476 | $ | 2,920 | ||||
|
|
|
|
|||||
Net income attributable to
Class A ordinary shares |
$ | 1,476 | $ | 2,920 | ||||
Denominator:
|
||||||||
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 |
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Class B ordinary shares
|
||||||||
Numerator:
|
||||||||
Net income
|
$ | 8,387 | $ | 2,693,075 | ||||
Less: Net
(
income
)
attributable
to Class A ordinary shares |
(1,476 | ) | (2,920 | ) | ||||
|
|
|
|
|||||
Net
income
attributable to
Class B ordinary shares |
$ | 6,911 | $ | 2,690,155 | ||||
Denominator:
|
||||||||
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 |
$ | 0.00 | $ | 1.10 | ||||
|
|
|
|
• |
in whole and not in part
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
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
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private placement units must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Fair Value Measured as of June 30, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account
|
$ | 97,753,711 | $ | — | $ | — | $ | 97,753,711 | ||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public warrants
|
2,997,670 | — | — | 2,997,670 | ||||||||||||
Derivative warrant liabilities - Private warrants
|
— | — | 141,270 | 141,270 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value
|
$ | 100,751,381 | $ | — | $ | 141,270 | $ | 100,892,651 | ||||||||
|
|
|
|
|
|
|
|
Fair Value Measured as of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account
|
$ | 97,750,790 | $ | — | $ | — | $ | 97,750,790 | ||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public warrants
|
6,060,500 | — | — | 6,060,500 | ||||||||||||
Derivative warrant liabilities - Private warrants
|
— | — | 267,310 | 267,310 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value
|
$ | 103,811,290 | $ | — | $ | 267,310 | $ | 104,078,600 | ||||||||
|
|
|
|
|
|
|
|
June 30, 2021
|
December 31, 2020
|
|||||||
Exercise price
|
$ | 11.50 | $ | 11.50 | ||||
Stock Price
|
$ | 9.89 | $ | 10.00 | ||||
Option term (in years)
|
5.00 | 5.00 | ||||||
Volatility
|
17 | % | 27 | % | ||||
Risk-free interest rate
|
0.87 | % | 0.36 | % |
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, 2021
|
$ | 142,660 | ||
Change in fair value of derivative warrant liabilities
|
(1,390 | ) | ||
|
|
|||
Level 3 derivative warrant liabilities at June 30, 2021
|
$ | 141,270 | ||
|
|
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). |
* |
Filed herewith.
|
TURMERIC ACQUISITION CORP.
|
||
By: |
/s/ Luke Evnin
|
|
Name: | Luke Evnin | |
Title: | Chief Executive Officer |
1 Year Turmeric Acquisition Chart |
1 Month Turmeric Acquisition Chart |
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