Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the staff of the Securities and Exchange Commission (the
"SEC") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition
Companies" ("SPACs") (the "Statement"). In the Statement, the SEC staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on the SPAC's balance sheet
as opposed to equity. Since issuance on October 20, 2020 (the "IPO Date"), the
outstanding warrants ("Warrants") to purchase ordinary shares of Turmeric
Acquisition Corp. (the "Company") were accounted for as equity within the
Company's financial statements, and after discussion and evaluation, including
with the Company's independent registered public accounting firm,
WithumSmith+Brown, PC ("Withum"), the Company has concluded that its warrants
should be presented as liabilities as of the IPO Date reported at fair value
with subsequent fair value remeasurement at each reporting period.
On June 12, 2021, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management, that the Company's
financial statements for the period from August 28, 2020 (Inception) through
December 31, 2020 (the "Non-Reliance Period") as included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 filed with the
SEC on March 31, 2021 (the "Original Form 10-K") should no longer be relied upon
due to changes required to reclassify the Warrants as liabilities to align with
the requirements set forth in the Statement. As soon as practicable, the Company
will file an amendment to its Original Form 10-K, which will include the
restated audited financial statements for the Non-Reliance Period. In addition,
the audit report of Withum included in the Original Form 10-K should no longer
be relied upon.
Similarly, press releases, earnings releases and investor presentations or other
communications describing the Company's financial statements and other related
financial information covering the Non-Reliance Period should no longer be
relied upon.
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