Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-39858

TASTEMAKER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		85-2478126
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

501 Madison Avenue, Floor 12

New York, NY 10019

(Address of principal executive offices and zip code)

(212)

616-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	TMKRU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	TMKR	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	TMKRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November 1

, 2021, there

were 27,600,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 6,900,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and

outstanding.

Table of Contents

TASTEMAKER ACQUISITION CORP.

TABLE OF CONTENTS


		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS (UNAUDITED)

	Condensed Balance Sheets		1

	Condensed Statements of Operations		2

	Condensed Statements of Changes in Stockholders’ Deficit		3

	Condensed Statement of Cash Flows		4

	Notes to Condensed Financial Statements		5

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		27

Item 4.	CONTROLS AND PROCEDURES		27

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS		28

Item 1A.	RISK FACTORS		28

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		29

Item 3.	DEFAULTS UPON SENIOR SECURITIES		29

Item 4.	MINE SAFETY DISCLOSURES		29

Item 5.	OTHER INFORMATION		29

Item 6.	EXHIBITS		30

SIGNATURES			31

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

TASTEMAKER ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)


	September 30, 2021			December 31, 2020
Assets:
Current assets:
Cash	$	327,604		$	18,716
Prepaid expenses		325,909			—

Total current assets		653,513			18,716
Deferred offering costs		—			172,970
Investments held in Trust Account		278,813,214			—

Total Assets	$	279,466,727		$	191,686

Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	25,000		$	—
Franchise tax payable		117,282			78,356
Accrued expenses - related party		93,000			—
Promissory note - related party		—			195,000

Total current liabilities		235,282			273,356
Deferred underwriting fee payable		10,350,000			—
Warrant liabilities		14,625,000			—

Total liabilities		25,210,282			273,356

Commitments and Contingencies (Note 7)
Class A common stock, $0.0001 par value, subject to possible redemption; 27,600,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively		278,760,000			—
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued at September 30, 2021 and December 31, 2020; no shares outstanding (excluding 27,600,000 shares and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding		690			690
Additional paid-in capital		—			24,310
Accumulated deficit		(24,504,245	)		(106,670	)

Total Stockholders’ Deficit		(24,503,555	)		(81,670	)

Total Liabilities and Stockholders’ Deficit	$	279,466,727		$	191,686

The accompanying notes are an integral part of these financial statements.

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TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021			For the period from August 10, 2020 (inception) through September 30, 2020

Operating and formation costs	$	285,056		$	567,759		$	—
Franchise tax expense		66,011			164,918			—

Loss from operations		(351,067	)		(732,677	)		—
Expensed offering costs		—			(736,627	)		—
Unrealized gain on investments held in Trust Account		—			20,871			—
Change in fair value of warrant liabilities		2,112,000			6,975,006			—
Interest income		7,190			32,368			—

Net income	$	1,768,123		$	5,558,941		$	—

Basic and diluted weighted average shares outstanding , Class A common stock		27,600,000			26,386,813			—
Basic and diluted net income per share, Class A common stock	$	0.05		$	0.17		$	0.00

Basic and diluted weighted average shares outstanding, Class B common stock		6,900,000			6,863,736			6,000,000

Basic and diluted net income per share , Class B common stock	$	0.05		$	0.17		$	(0.00	)

The accompanying notes are an integral part of these financial statements.

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TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)


	For the three and nine months ended September 30, 2021
	Common Stock								Additional						Total

	Class A				Class B				Paid-in			Accumulated			Stockholders’

	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit




Balance - January 1, 2021		—	$	—		6,900,000	$	690	$	24,310		$	(106,670	)	$	(81,670	)
Excess of cash received over fair value of private placement warrants		—		—		—		—		348,000			—			348,000
Accretion of Class A ordinary shares to redemption amount		—		—		—		—		(372,310	)		(29,956,516	)		(30,328,826	)
Net income		—		—		—		—		—			7,723,757			7,723,757

Balance - March 31, 2021 ( Restated - see Note 2 )		—		—		6,900,000		690		—			(22,339,429	)		(22,338,739	)
Net loss		—		—		—		—		—			(3,932,939	)		(3,932,939	)

Balance - June 30, 2021 ( Restated - see Note 2 )		—		—		6,900,000		690		—			(26,272,368	)		(26,271,678	)
Net income		—		—		—		—		—			1,768,123			1,768,123

Balance - September 30, 2021		—	$	—		6,900,000	$	690	$	—		$	(24,504,245	)	$	(24,503,555	)


	For the period from August 10, 2020 (Inception) through September 30, 2020
	Common Stock								Additional				Total

	Class A				Class B (1)				Paid-in		Accumulated		Stockholder’s

	Shares		Amount		Shares		Amount		Capital		Deficit		Deficit

Balance - August 10, 2020 (Inception)		—	$	—		—	$	—	$	—	$	—	$	—
Sale of Class B common stock to Sponsor		—		—		6,900,000		690		24,310		—		25,000
Net loss		—		—		—		—		—		—		—

Balance - September 30, 2020		—	$	—		6,900,000	$	690	$	24,310	$	—	$	25,000

(1)

Includes an aggregate of 900,000

shares held by the sponsor that are subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full. On January 12, 2021, along with the consummation of the Company’s initial public offering, the underwriter’s over-allotment option was exercised in full, as such, the

900,000 Class B shares of common stock were no longer subject to forfeiture.

The accompanying notes are an integral part of these financial statements.

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TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended September 30, 2021			For the period from August 10, 2020 (inception) through September 30, 2020
Cash Flows from Operating Activities:
Net income	$	5,558,941		$	—
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs on issuance of Public Warrants		736,627			—
Unrealized gain on investments held in Trust Account		(20,871	)		—
Interest income on investments held in Trust Account		(32,343	)		—
Change in fair value of warrant liabilities		(6,975,006	)		—
Changes in operating assets and liabilities:
Accounts payable		25,000			—
Franchise tax payable		38,926			—
Accrued expenses - related party		93,000			—
Prepaid expenses		(325,909	)		—

Net cash used in operating activities		(901,635	)		—

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(278,760,000	)		—

Net cash used in investing activities		(278,760,000	)		—

Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to Sponsor		—			25,000
Proceeds from promissory note - related party		—			195,000
Repayment of promissory note - related party		(195,000	)		—
Proceeds from initial public offering, net of underwriter’s discount paid		270,480,000			—
Proceeds from sale of private placement warrants		8,700,000			—
Offering costs paid		(366,877	)		(158,574	)
Reimbursed offering costs		1,352,400			—

Net cash provided by financing activities		279,970,523			61,426

Net change in cash		308,888			61,426
Cash - beginning of period		18,716			—

Cash - end of period	$	327,604		$	61,426

Supplemental disclosure of noncash investing and financing activities:

Accretion of Class A common stock subject to redemption to redemption value	$	30,328,826		$	—

Deferred underwriting fee payable	$	10,350,000		$	—

Reclassification of deferred offering costs to equity upon completion of the initial public offering	$	172,970		$	—

The accompanying notes are an integral part of these financial statements.

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TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Tastemaker Acquisition Corp. (the “Company” or “Tastemaker”) is a blank check company incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity from August 10, 2020 (inception) through September 30, 2021 relates to the Company’s initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $276,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Tastemaker Sponsor, LLC (the “Sponsor”) generating gross proceeds of $8,700,000, which is described in Note 5.

Following the closing of the Initial Public Offering on January 12, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, and the sale of the Private Placement Warrants (as defined in Notes 4 and 5) was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with 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 of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $15,057,447, consisting of $5,520,000 of cash underwriting fees, $10,350,000 of deferred underwriting fees and $539,847 of other offering costs, partially offset by reimbursed offering costs of $1,352,400. In addition, at September 30, 2021, $327,604 of cash was held outside of the Trust Account and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company

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TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or

pre-initial

Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination.

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TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

The Company will have until January 12, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, 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 Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware 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 the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit

($10.00).

Indemnity

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of September 30, 2021, the Company had $327,604 in cash held outside of the Trust Account and a working capital surplus of $418,231.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and

non-interest

bearing promissory note (see Note 6). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity

was

satisfied through the net proceeds from the private placement held outside of the Trust Account.

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TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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.

Going Concern Consideration

As of September 30, 2021, the Company had $327,604 in cash held outside of the Trust Account and working capital surplus of 418,231.

The Company anticipates that the cash held outside of the Trust Account as of September 30, 2021, will be not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2.

RESTATEMENT

OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with Accounting Standards Codification (“ASC”) 480,

Distinguishing Liabilities from Equity

(“ASC 480”), subtopic 10, section S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company

restated

its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

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TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:


	June 30, 2021
	As Previously Reported			Adjustments			As Restated

Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	247,488,321		$	31,271,679		$	278,760,000
Class A common stock	$	310		$	(310	)	$	—
Additional paid-in capital	$	3,950,899		$	(3,950,899	)	$	—
Retained earnings (accumulated deficit)	$	1,048,102		$	(27,320,470	)	$	(26,272,368	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(31,271,679	)	$	(26,271,678	)

Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		24,894,976			2,705,024			27,600,000
Basic and diluted net loss per share, Class A common stock	$	0.00		$	(0.11	)	$	(0.11	)
Basic and diluted weighted average shares outstanding, Class B common stock (1)		9,605,024			(2,705,024	)		6,900,000
Basic and diluted net loss per share, Class B common stock	$	(0.41	)	$	0.30		$	(0.11	)
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		25,502,799			267,367		$	25,770,166
Basic and diluted net income per share, Class A common stock	$	0.00		$	0.12		$	0.12
Basic and diluted weighted average shares outstanding, Class B common stock (1)		8,814,039			(1,968,735	)	$	6,845,304
Basic and diluted net income per share, Class B common stock	$	0.43		$	(0.31	)	$	0.12
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited)
Measurement adjustment on redeemable common stock	$	3,932,939		$	(3,932,939	)	$	—
Statement of Cash Flows for the Six Months Supplemental disclosures of non-cash investing and financing activities
Initial value of Class A common stock subject to possible redemption	$	264,740,446		$	(264,740,446	)	$	—
Adjustments to Class A common stock subject to possible redemption	$	(17,252,125	)	$	17,252,125		$	—
Accretion of Class A common stock to redemption amount	$	—		$	30,328,826		$	30,328,826

)

Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances.


	March 31, 2021
	As Previously Reported		Adjustments			As Restated

Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	251,421,259	$	27,338,741		$	278,760,000
Class A common stock	$	271	$	(271	)	$	—
Additional paid-in capital	$	17,999	$	(17,999	)	$	—
Retained earnings (accumulated deficit)	$	4,981,042	$	(27,320,471	)	$	(22,339,429	)
Total stockholders’ equity (deficit)	$	5,000,002	$	(27,338,741	)	$	(22,338,739	)

Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
Basic and diluted weighted average shares outstanding, Class A common stock		26,211,925		(2,291,925	)		23,920,000
Basic and diluted net income per share, Class A common stock	$	0.00	$	0.25		$	0.25
Basic and diluted weighted average shares outstanding, Class B common stock (1)		8,005,279		(1,215,279	)		6,790,000
Basic and diluted net income per share, Class B common stock	$	0.96	$		(0.71)	$	0.25
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited)
Sale of

SEC Form 10-Q filed by Tastemaker Acquisition Corp.