Turmeric Acquisition Corp. (TMPM)

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Turmeric Acquisition Corp. (the “Company”) (Nasdaq: TMPM), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 previously issued to the public (the “Public Shares”), effective as of the close of business on October 20, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”). As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-249099), initially filed with the United States Securities and Exchange Commission (the “Commission”) on September 28, 2020, relating to the Company’s initial public offering (the “Form S-1”), if the Company is unable to complete an initial business combination within 24 months of the initial public offering, the Company 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 Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its 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 Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Net of taxes and dissolution expenses, the per-share redemption price for the Public Shares is expected to be approximately $10.05 (the “Redemption Amount”). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses. The Company anticipates that the Class A ordinary shares will cease trading as of the open of business on October 20, 2020. As of the close of business on October 20, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will also cease trading as of the open of business on October 20, 2022. The Company’s sponsor has waived its redemption rights with respect to the outstanding outstanding Class B ordinary shares and private placement shares. After October 20, 2022, the Company shall cease all operations except for those required to wind up the Company’s business. The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. About Turmeric Acquisition Corp. Turmeric Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Turmeric Acquisition Corp. (NASDAQ: TMPM) (the “Company”) today announced that it received a deficiency letter from the NASDAQ Capital Market (“NASDAQ”) relating to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) as required under Section 5250(c) of the NASDAQ Rules and Regulations. On April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline. Under NASDAQ Listing Rule 5810(c)(2)(F)(i), the Company generally has until 60 calendar days from the date of the deficiency letter to submit to NASDAQ a plan (the “Compliance Plan”) to regain compliance with the NASDAQ Listing Rules. The Company intends to submit the Compliance Plan as soon as practicable. The Company believes the change in SEC guidance does not affect its strategy to acquire a target business or financial performance. The Company is in compliance with all other NASDAQ continued listing standards. The Company expects to file the Form 10-Q in the very near term and does not foresee any risk of non-compliance with the NASDAQ 60-day remediation timeframe. Cautionary Statement Regarding Forward-Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements regarding the impact of the Statement on the Company’s financial statements, as well as the effect of the revision on any periodic SEC filings, including the timing of filing the Form 10-Q, constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021 and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Turmeric Acquisition Corp. (the "Company"), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses, today announced the pricing of its initial public offering of 8,500,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Stock Market and trade under the ticker symbol "TMPMU" beginning October 16, 2020. Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols "TMPM" and "TMPMW," respectively. Turmeric Acquisition Corp., led by Luke Evnin as Chief Executive Officer, Matthew Roden as Chairman, Ed Hurwitz as Chief Financial Officer, Todd Foley as President and Vinay Bhaskar as Chief Operating Officer, will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, except that it does intend to pursue a high potential opportunity within the biotechnology sector. Credit Suisse Securities (USA) LLC and JMP Securities LLC are serving as joint book-running managers for this offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,275,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on October 20, 2020, subject to customary closing conditions. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, telephone: (800) 221-1037 or email: usa.prospectus@credit-suisse.com; JMP Securities LLC, Attn: Prospectus Department, 600 Montgomery Street, 10th Floor, San Francisco, CA 94111, telephone: (415) 835-8935. Registration statements relating to the securities became effective on October 15, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Cautionary Note Concerning Forward-Looking Statements This press release contains statements that constitute "forward-looking statements," including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's offering filed with the Securities and Exchange Commission ("SEC"). Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.