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, 2023

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

For the transition period from ______________ to ______________

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 5

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:


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

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 15, 2023, there were 2,926,927 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.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2023 (UNAUDITED) AND DECEMBER 31, 2022	1

	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	2

	CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	3

	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	4

	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	5

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31

Item 4.	CONTROLS AND PROCEDURES	31

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	33

Item 1A.	RISK FACTORS	33

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34

Item 3.	DEFAULTS UPON SENIOR SECURITIES	34

Item 4.	MINE SAFETY DISCLOSURES	34

Item 5.	OTHER INFORMATION	35

Item 6.	EXHIBITS	36

SIGNATURES		37

Table of Contents

TASTEMAKER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2023		2022
	(Unaudited)
Assets:
Current assets:
Cash	$	702	$	40,801
Prepaid expenses and other		5,085		8,333
Total current assets		5,787		49,134
Investments held in Trust Account		31,034,104		30,312,244
Total Assets	$	31,039,891	$	30,361,378

Liabilities and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	461,447	$	238,797
Income tax payable		347,933		199,728
Franchise tax payable		35,100		32,744
Accrued expenses		3,168,257		2,628,727
Deferred tax liability		—		97,650
Promissory note - related party		684,739		86,100
Convertible promissory note - related party		92,200		77,900
Total current liabilities		4,789,676		3,361,646
Deferred underwriting fee payable		10,350,000		10,350,000
Warrant liabilities		3,375,000		3,375,000
Total Liabilities		18,514,676		17,086,646

Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 2,926,927 shares at redemption value at March 31, 2023 and December 31, 2022		30,551,071		29,882,122
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, 2023 and December 31, 2022; no shares outstanding (excluding 2,926,927 shares subject to possible redemption) at March 31, 2023 and December 31, 2022		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		690		690
Additional paid-in capital		—		—
Accumulated deficit		(18,026,546)		(16,608,080)
Total Stockholders' Deficit		(18,025,856)		(16,607,390)
Total Liabilities and Stockholders' Deficit	$	31,039,891	$	30,361,378

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

Table of Contents

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2023		2022
Operating and formation costs	$	925,183	$	318,894
Franchise tax expense		35,100		49,515
Loss from operations		(960,283)		(368,409)
Interest expense		(7,200)		—
Interest income on Trust Account		282,821		7,026
Interest income on operating account		—		1
Gain on change in fair value of warrant liabilities		—		6,300,000
(Loss) gain on change in fair value of convertible promissory note - related party		(14,300)		5,400
(Loss) income before income taxes		(698,962)		5,944,018
Income tax expense		(50,555)		—
Net (loss) income	$	(749,517)	$	5,944,018

Basic and diluted weighted average shares outstanding, Class A Common Stock		2,926,927		27,600,000
Basic and diluted net (loss) income per share, Class A Common Stock	$	(0.08)	$	0.17
Basic and diluted weighted average shares outstanding, Class B Common Stock		6,900,000		6,900,000
Basic and diluted net (loss) income per share, Class B Common Stock	$	(0.08)	$	0.17

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

Table of Contents

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

Common Stock

Additional

Total

SEC Form 10-Q filed by Tastemaker Acquisition Corp.