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 March 31, 2022

☐	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 May 17, 2022, 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.


		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	CONDENSED BALANCE SHEETS (UNAUDITED)		1

	CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)		2

	CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)		3

	CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)		4

	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)		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		28

Item 4.	CONTROLS AND PROCEDURES		28

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS		29

Item 1A.	RISK FACTORS		29

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		31

Item 3.	DEFAULTS UPON SENIOR SECURITIES		31

Item 4.	MINE SAFETY DISCLOSURES		31

Item 5.	OTHER INFORMATION		31

Item 6.	EXHIBITS		32

SIGNATURES			33


	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	22,816		$	181,220
Prepaid expenses and other		240,758			259,396

Total current assets		263,574			440,616
Investments held in Trust Account		278,764,606			278,820,318

Total Assets	$	279,028,180		$	279,260,934

Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	30,956		$	13,474
Franchise tax payable		49,315			137,049
Accrued expenses		227,230			178,350
Convertible promissory note—related party		29,500			—

Total current liabilities		337,001			328,873
Deferred underwriting fee payable		10,350,000		$	10,350,000
Warrant liabilities		4,950,000			11,250,000

Total liabilities		15,637,001			21,928,873

Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 27,600,000 shares at redemption value at March 31, 2022 and December 31, 2021		278,760,000			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 March 31, 2022 and December 31, 2021; no shares outstanding (excluding 27,600,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		—			—
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		115,100			—
Accumulated deficit		(15,484,611	)		(21,428,629	)

Total Stockholders’ Deficit		(15,368,821	)		(21,427,939	)

Total Liabilities and Stockholders’ Deficit	$	279,028,180		$	279,260,934


	For the Three Months Ended March 31,
	2022			2021
Operating and formation costs	$	318,894		$	80,020
Expensed offering costs		—			736,627
Franchise tax expense		49,515			49,180

Loss from operations		(368,409	)		(865,827	)
Unrealized gain on investments held in Trust Account		7,026			39,574
Interest Income		1			4
Change in fair value of warrant liabilities		6,300,000			8,550,006
Change in fair value of convertible promissory note - related party		5,400			—

Net income	$	5,944,018		$	7,723,757

Basic and diluted weighted average shares outstanding, Class A common stock		27,600,000			23,920,000

Basic and diluted net income per share, Class A common stock	$	0.17		$	0.25

Basic and diluted weighted average shares outstanding, Class B common stock		6,900,000			6,790,000

Basic and diluted net income per share, Class B common stock	$	0.17		$	0.25


									Three Months Ended March 31, 2022
	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	$	—	$	(21,428,629	)	$	(21,427,939	)
Proceeds received in excess of initial fair value of convertible promissory note - related party		—		—		—		—		115,100		—			115,100
Net income		—		—		—		—		—		5,944,018			5,944,018

Balance - March 31, 2022		—	$	—		6,900,000	$	690	$	115,100	$	(15,484,611)		$	(15,368,821)


									Three Months Ended March 31, 2021
	Common Stock								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

Balance - January 1, 2020		—	$	—		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 common stock to redemption amount		—		—		—		—		(372,310	)		(29,956,516	)		(30,328,826	)
Net income		—		—		—		—		—			7,723,757			7,723,757

Balance - March 31, 2021		—	$	—		6,900,000	$	690	$	—		$	(22,339,429	)	$	(22,338,739	)


	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
Cash Flows from Operating Activities:
Net income	$	5,944,018		$	7,723,757
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of convertible promissory note - related party		(5,400	)		—
Expensed offering costs on issuance of Public Warrants		—			736,627
Unrealized gain on investments held in Trust Account		(7,026	)		(39,574	)
Change in fair value of warrant liabilities		(6,300,000	)		(8,550,006	)
Changes in operating assets and liabilities:
Accounts payable		17,482			—
Franchise tax payable		(87,734	)		(29,599	)
Accrued expenses		48,880			18,000
Prepaid expenses		18,638			(464,075	)

Net cash used in operating activities		(371,142	)		(604,870	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—			(278,760,000	)
Proceeds from Trust Account for payment of franchise taxes		62,738			—

Net cash provided by (used in) investing activities		62,738			(278,760,000	)

Cash Flows from Financing Activities:
Repayment of promissory note		—			(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
Proceeds from convertible promissory note—related party		150,000			—
Reimbursed offering costs		—			1,352,400
Offering costs paid		—			(366,877	)

Net cash provided by financing activities		150,000			279,970,523

Net change in cash		(158,404	)		605,653
Cash - beginning of period		181,220			18,716

Cash - end of period	$	22,816		$	624,369

Supplemental disclosure of noncash investing and financing activities:
Excess of cash received over fair value of convertible promissory note - related party	$	115,100			—
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


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(13,248,006	)
Issuance costs allocated to Class A common stock		(14,320,820	)
Plus:
Accretion of carrying value to redemption value		30,328,826

Class A common stock subject to possible redemption	$	278,760,000


	For the Three Months Ended March 31, 2022				For the Three Months Ended March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net income	$	4,755,214	$	1,188,804	$	6,016,030	$	1,707,727

Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		23,920,000		6,790,000
Basic and diluted net income per share	$	0.17	$	0.17	$	0.25	$	0.25


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	278,764,606	$	278,764,606	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	3,036,000	$	3,036,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	1,914,000	$	—	$	1,914,000	$	—
Convertible promissory note - related party	$	29,500	$	—	$	—	$	29,500


	At January 12, 2021 (Initial Measurement)
Stock price	$	10.00