~~UNITED~~United ~~STATES~~States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or ~~Section~~ 15(d)

of the Securities Exchange Act of 1934

~~Date~~September ~~of Report (Date of earliest event reported): February 23~~15, 2022

Date of Report (Date of earliest event reported)

TURMERIC ACQUISITION CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Cayman Islands	001-39624	98-1555727
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
450 Kendall StCambridge, MA		02142
(Address of principal executive offices)		(Zip Code)

(617) 425 9200

450 Kendall St

Cambridge, MA

02142

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 425-9200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act ~~(17 CFR 230.425)~~

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ~~(17 CFR 240.14a-12)~~

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ~~(17 CFR 240.13e-4(c))~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~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
Class A Ordinary Shares included as part of the units	TMPM	The Nasdaq Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4 3.0201 ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

On ~~February~~September 2315, 2022, Turmeric Acquisition Corp.’s (the “Company”) ~~management~~received ~~(the~~a ~~“Management”)~~letter ~~and~~from the ~~audit~~Listing ~~committee~~Qualifications Department of the ~~Company’s~~Nasdaq ~~board~~Stock ofMarket ~~directors~~ (~~the~~ “~~Audit Committee~~Nasdaq”), ~~concluded~~which stated that the Company’s ~~(i) audited~~no ~~financial~~longer ~~statements~~complies ~~included~~with ~~in the Company~~Nasdaq’s ~~Annual~~continued ~~Report~~Listing onRules ~~Form~~due ~~10-K,~~to ~~as amended, for~~ the ~~fiscal~~Company ~~year~~not ~~ended~~maintaining ~~December 31,~~a ~~2020,~~minimum ~~filed~~of ~~with~~300 ~~the~~public ~~SEC~~holders ~~on June 17, 2021 (“2020 Form 10-K/A No. 1”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q~~ for ~~the~~continued ~~quarterly period ended March 31~~listing, ~~2021,~~as ~~filed~~required ~~with~~pursuant ~~the~~to ~~SEC~~Listing onRule ~~June 22, 2021 and~~ 5550(iia) ~~unaudited~~(3). ~~interim~~In ~~financial~~accordance ~~statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed~~ with ~~the~~Nasdaq ~~SEC~~Rule ~~on November 15, 2021~~ 5810(~~the “Q3 Form 10-Q”~~c) (~~collectively, the “Affected Periods”~~2)(G), ~~should no longer be relied upon due to a reclassification of~~ the Company’s ~~temporary and permanent equity. Since the Company’s initial public offering on October 20, 2020, the Company~~ has ~~considered~~45 ~~the~~calendar ~~Class A~~days ~~ordinary shares subject~~ to ~~possible~~submit ~~redemption~~a toplan ~~be equal~~ to ~~the~~regain ~~redemption~~compliance ~~value~~and, ofif ~~$10.00~~Nasdaq ~~per~~accepts ~~Class A~~the ~~ordinary~~plan, ~~share~~Nasdaq ~~while~~can ~~also~~grant ~~taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously,~~ the Company ~~did~~an ~~not~~extension ~~consider redeemable stock classified as temporary equity as part~~ of ~~net~~up ~~tangible assets. Upon further analysis, Management has determined that the Class A ordinary shares issued during the initial public offering and pursuant~~ to ~~the~~180 ~~exercise~~calendar ofdays ~~the~~from ~~underwriters’ overallotment can be redeemed or become redeemable subject to~~ the ~~occurrence~~date of ~~future~~this ~~events considered outside the Company’s control. Therefore~~letter, ~~Management~~or ~~concluded~~until ~~that the redemption value should include all Class~~March A14, ~~ordinary shares subject to possible redemption~~2023, ~~resulting in the Class A ordinary shares subject~~ to ~~possible~~evidence ~~redemption being equal to their redemption value~~compliance. InThe ~~connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the~~ Company ~~revised~~plans ~~its earnings per share calculation~~ to ~~allocate~~submit ~~income~~a ~~and~~compliance ~~losses~~plan ~~shared~~within ~~pro rata between~~ the ~~two~~specified ~~classes of shares~~period. ~~This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.~~

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering (the “Trust Account”).1

As such, the Company intends to restate the financial statements (i) for the audited financial statements included in the 2020 Form 10-K/A No. 1 in an amendment to its Annual Report on Form 10-K as of and for the year ended December 31, 2020 and (ii) for the unaudited financial statements included in the Q3 Form 10-Q in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.SIGNATURES

~~The~~Pursuant ~~Company’s~~to ~~management~~the ~~has~~requirements ~~concluded that in light~~ of the ~~classification~~Securities ~~error~~Exchange ~~described~~Act ~~above~~of 1934, ~~a material weakness exists in~~ the ~~Company’s~~Registrant ~~internal~~has ~~control~~duly ~~over~~caused ~~financial~~this ~~reporting~~report ~~and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation with respect~~ to ~~such material weakness will~~ be ~~described~~signed inon ~~more~~its ~~detail~~behalf inby the ~~amendment~~undersigned tohereunto ~~the~~duly ~~Q3 Form 10-Q~~authorized.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm, Withum, Smith + Brown, PC.

~~SIGNATURE~~2

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 1, 2021

TURMERIC ACQUISITION CORP. By: /s/ Luke Evnin Name: Luke Evnin Title: Chief Executive Officer

Dated: September 16, 2022

TURMERIC ACQUISITION CORP.

/s/ Luke Evnin

Name:

Title:

Luke Evnin

Chief Executive Officer

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