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| CIK | 1821606 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Priveterra Acquisition Corp. II - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 14, 2024 |
PMGM / Priveterra Acquisition Corp. II / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorapmgm093024a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* PRIVETERRA ACQUISITION CORP. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39858 PRIVETERRA ACQUISITION CORP. II (Exact name of registrant as speci |
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| September 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction (Commission (I.R.S |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Period |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Perio |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission (I |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Pe |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Priveterra Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) |
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| February 14, 2024 |
TMKR / Priveterra Acquisition Corp. II - Class A / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorapmgm123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PRIVETERRA ACQUISITION CORP. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commissio |
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| January 11, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIVETERRA ACQUISITION CORP. II JANAURY 5, 2024 Priveterra Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Priveterra Acquisition Corp. II” The original certificate of incorporati |
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| December 19, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| December 7, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 20, 2023 |
Table of Contents 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, 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 001-398 |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition P |
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| September 8, 2023 |
TMKR / Priveterra Acquisition Corp. II - Class A / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 23, 2023 |
SC 13G 1 fp0084904-1sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Priveterra Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securi |
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| August 21, 2023 |
Table of Contents 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 June 30, 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 PR |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commissio |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Period |
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| July 21, 2023 |
Exhibit 3.1 AMENDED AND RESTATED BY LAWS OF PRIVETERRA ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’ |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| July 21, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 12, 2023 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF Tastemaker Acquisition Corp. Tastemaker Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That the board of directors of the Corporation, by resolutions adopted by written consent |
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| July 12, 2023 |
Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIVETERRA ACQUISITION CORP. II JULY 11, 2023 Priveterra Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Priveterra Acquisition Corp. II” The original certificate of incorporation |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission ( |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 Priveterra Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission (I.R |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission (I.R |
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| June 23, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission (I. |
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| June 22, 2023 |
Tastemaker Acquisition Corp. Announces Termination of Business Combination Agreement Exhibit 99.1 Tastemaker Acquisition Corp. Announces Termination of Business Combination Agreement NEW YORK — June 22, 2023 — Tastemaker Acquisition Corp. (Nasdaq: TMKR), a publicly traded special purpose acquisition company (“Tastemaker”), today announced the termination of its proposed business combination with Quality Gold, Inc. and certain of its affiliates and subsidiaries (“Quality Gold”), wh |
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| June 12, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 15, 2023 |
Table of Contents 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 T |
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| April 11, 2023 |
TMKR / Priveterra Acquisition Corp. II - Class A / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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 001-3985 |
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| February 14, 2023 |
TMKR / Tastemaker Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 tmkr20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Tastemaker Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 14, 2023 |
TMKR / Tastemaker Acquisition Corp / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233474-3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Tastemaker Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (t |
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| February 10, 2023 |
TMKR / Tastemaker Acquisition Corp / BASSO CAPITAL MANAGEMENT, L.P. - SC 13GA Passive Investment SC 13G/A 1 brhc10046565sc13ga.htm SC 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tastemaker Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of th |
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| January 20, 2023 |
Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tastemaker Acquisition Corp. (File No. 001-39858) Quality Gold, Inc. Announces Acquisition of HERCO Jewelry Company Vertically integrated jewelry distributor continues to execute on proven acquisition playboo |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| January 12, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| January 11, 2023 |
Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 425 1 tm233096d1425.htm 425 Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tastemaker Acquisition Corp. (File No. 001-39858) The following is a transcript of the Quality Gold Companies’ presentation at the 25th Annual ICR Conference held on January 9, 202 |
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| January 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission ( |
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| January 9, 2023 |
EX-99.1 2 tm232670d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 2023 ICR Presentation Page 2 Confidentiality and Disclosures . This presentation has been prepared by Tastemaker Acquisition Corp . (“ Tastemaker ”) and Quality Gold, Inc . (together with its subsidiaries and affiliates, “ Quality Gold ”) for use in connection with a proposed business combination and related transactions between Tastemaker a |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission ( |
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| January 9, 2023 |
EX-99.1 2 tm232670d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 2023 ICR Presentation Page 2 Confidentiality and Disclosures . This presentation has been prepared by Tastemaker Acquisition Corp . (“ Tastemaker ”) and Quality Gold, Inc . (together with its subsidiaries and affiliates, “ Quality Gold ”) for use in connection with a proposed business combination and related transactions between Tastemaker a |
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| December 23, 2022 |
Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tastemaker Acquisition Corp. (File No. 001-39858) Quality Gold, Inc. Announces Filing of Registration Statement on Form S-4 in Connection with Its Proposed Business Combination with Tastemaker Acquisition Cor |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| December 15, 2022 |
Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TASTEMAKER ACQUISITION CORP. (December 12, 2022) Tastemaker Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Tastemaker Acquisition Corp.? The original certificate of incorporat |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| December 13, 2022 |
Exhibit 99.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 18, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 17, 2022 |
CORRESP 1 filename1.htm DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 www.dlapiper.com Sidney Burke [email protected] T 212.335.4509 November 17, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Judiciary Plaza Washington, D.C. 20549 Attention: Stacie Gorman Re: Tastemaker Acquisition Corp. Prelimina |
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| November 10, 2022 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 10, 2022 |
SC 13G/A 1 karpus-sch13g18658.htm KARPUS INVESTMENT MGT / TASTEMAKER ACQUISITION - SCHEDULE 13G/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Tastemaker Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 876545104 (CUSIP Number) October 31, 2022 (Date of Event Which Requ |
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| November 4, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 21, 2022 |
Exhibit 99.3 CORPORATE PARTICIPANTS Dave Pace, Co-Chief Executive Officer of Tastemaker Acquisition Corporation Michael Langhammer, Chief Executive Officer of Quality Gold Jason Langhammer, Chief Operating Officer of Quality Gold Dave Pace, Co-Chief Executive Officer of Tastemaker Acquisition Corporation Hello and welcome to the investor presentation for the business combination between Quality Go |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| October 21, 2022 |
BUSINESS COMBINATION AGREEMENT by and among TASTEMAKER Acquisition Corp., Quality gold Holdings, inc., TASTEMAKER MERGER SUB, INC., QGM MERGER SUB, INC., J&M MERGER SUB, INC., L&L MERGER SUB, INC., QUALITY GOLD MERGER SUB, INC., QUALITY GOLD, INC., QGM, LLC, J & M GROUP HOLDINGS INC., and L & L GROUP HOLDINGS, LLC. Dated as of October 20, 2022 TABLE OF CONTENTS Page Article I THE MERGERS AND OTHER |
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| October 21, 2022 |
Exhibit 99.1 Quality Gold, A Leading Vertically Integrated Specialty Logistics and Jewelry Distributor, to Become a Publicly Traded Company Via Business Combination with Tastemaker Acquisition Corp. Fairfield, OH and New York, NY ? October 21, 2022 ? Quality Gold, Inc. and certain of its affiliates and subsidiaries (?Quality Gold? or the ?Company?), a leading vertically integrated specialty logist |
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| October 21, 2022 |
Exhibit 99.3 CORPORATE PARTICIPANTS Dave Pace, Co-Chief Executive Officer of Tastemaker Acquisition Corporation Michael Langhammer, Chief Executive Officer of Quality Gold Jason Langhammer, Chief Operating Officer of Quality Gold Dave Pace, Co-Chief Executive Officer of Tastemaker Acquisition Corporation Hello and welcome to the investor presentation for the business combination between Quality Go |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of (Commission |
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| October 21, 2022 |
BUSINESS COMBINATION AGREEMENT by and among TASTEMAKER Acquisition Corp., Quality gold Holdings, inc., TASTEMAKER MERGER SUB, INC., QGM MERGER SUB, INC., J&M MERGER SUB, INC., L&L MERGER SUB, INC., QUALITY GOLD MERGER SUB, INC., QUALITY GOLD, INC., QGM, LLC, J & M GROUP HOLDINGS INC., and L & L GROUP HOLDINGS, LLC. Dated as of October 20, 2022 TABLE OF CONTENTS Page Article I THE MERGERS AND OTHER |
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| October 21, 2022 |
Exhibit 99.2 October 2022 Investor Presentation Page 2 Confidentiality and Disclosures .. This presentation has been prepared by Tastemaker Acquisition Corp .. (? Tastemaker ?) and Quality Gold, Inc .. (together with its subsidiaries and affiliates, ? Quality Gold ?) for use in connection with a proposed business combination and related transactions between Tastemaker and Quality Gold (the ? Propo |
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| October 21, 2022 |
Exhibit 10.2 Tastemaker Sponsor LLC 501 Madison Avenue, Floor 5 New York, NY 10019 October 20, 2022 Quality Gold, Inc. 500 Quality Blvd. Fairfield, OH 45014 Re: Voting Support and Waiver Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with that certain Business Combination Agreement (the ?BCA?), entered into on the date hereof, by and among Taste |
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| October 21, 2022 |
Exhibit 10.2 Tastemaker Sponsor LLC 501 Madison Avenue, Floor 5 New York, NY 10019 October 20, 2022 Quality Gold, Inc. 500 Quality Blvd. Fairfield, OH 45014 Re: Voting Support and Waiver Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with that certain Business Combination Agreement (the ?BCA?), entered into on the date hereof, by and among Taste |
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| October 21, 2022 |
Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 Filed by Tastemaker Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tastemaker Acquisition Corp. (File No. 001-39858) The following is a transcript of a presentation that the Quality Gold Companies made available to their employees on October 21, 2022. Quality Gold Company Pr |
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| October 21, 2022 |
Exhibit 10.1 Support Agreement SUPPORT AGREEMENT, dated as of October 20, 2022 (this ?Agreement?), by and among TASTEMAKER ACQUISITION CORP., a Delaware corporation (?SPAC?), and each of the equityholders of the Companies whose names appear on the signature pages of this Agreement (each, a ?Shareholder? and, collectively, the ?Shareholders?). WHEREAS, SPAC, Quality Gold Holdings, Inc. (?Parentco?) |
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| October 21, 2022 |
Exhibit 99.2 October 2022 Investor Presentation Page 2 Confidentiality and Disclosures .. This presentation has been prepared by Tastemaker Acquisition Corp .. (? Tastemaker ?) and Quality Gold, Inc .. (together with its subsidiaries and affiliates, ? Quality Gold ?) for use in connection with a proposed business combination and related transactions between Tastemaker and Quality Gold (the ? Propo |
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| October 21, 2022 |
Exhibit 99.1 Quality Gold, A Leading Vertically Integrated Specialty Logistics and Jewelry Distributor, to Become a Publicly Traded Company Via Business Combination with Tastemaker Acquisition Corp. Fairfield, OH and New York, NY ? October 21, 2022 ? Quality Gold, Inc. and certain of its affiliates and subsidiaries (?Quality Gold? or the ?Company?), a leading vertically integrated specialty logist |
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| October 21, 2022 |
Exhibit 10.1 Support Agreement SUPPORT AGREEMENT, dated as of October 20, 2022 (this ?Agreement?), by and among TASTEMAKER ACQUISITION CORP., a Delaware corporation (?SPAC?), and each of the equityholders of the Companies whose names appear on the signature pages of this Agreement (each, a ?Shareholder? and, collectively, the ?Shareholders?). WHEREAS, SPAC, Quality Gold Holdings, Inc. (?Parentco?) |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ 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 001-39 |
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| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2022 TASTEMAKER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of incorporation) (Commiss |
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| July 25, 2022 |
PROMISSORY NOTE Principal Amount: Up to $375,000.00 Dated as of July 21, 2022 New York, New York Exhibit 99.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 17, 2022 |
Table of Contents 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 to Commission File Number 001-39858 T |
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| May 17, 2022 |
NT 10-Q 1 d349971dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20 , to , 20 . Commission File Number 001-39858 Tastemaker Acqui |
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| March 25, 2022 |
Promissory Note, dated March 22, 2022, issued to the Sponsor. Exhibit 10.9 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 14, 2022 |
TMKR / Tastemaker Acquisition Corp / Tastemaker Sponsor LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Tastemaker Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 876545 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 14, 2022 |
TMKR / Tastemaker Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tastemaker Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Tastemaker Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ????) * Tastemaker Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 11, 2022 |
TMKR / Tastemaker Acquisition Corp / BASSO CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tastemaker Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 (November 15, 2021) Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of |
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| November 19, 2021 |
Table of Contents 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 to Commission File Number 001-398 |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39858 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| August 13, 2021 |
Table of Contents 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 June 30, 2021 ? 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 TA |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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, 2021 ? 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 ACQUISIT |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2021 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of incorporation) (Commissi |
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| March 29, 2021 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of und |
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| March 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20 , to , 20 . Commission File Number 001-3985 |
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| March 15, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Tastemaker Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Tastemaker Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 876545104 (CUSIP Number) March 5, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 24, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2021 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction of incorporation) (Com |
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| February 24, 2021 |
Exhibit 99.1 Tastemaker Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 1, 2021 New York, NY, February 24, 2021 (GLOBE NEWSWIRE) - Tastemaker Acquisition Corp. (NASDAQ: TMKRU) (the ?Company?) announced that, commencing March 1, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tastemaker Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545203 (CUSIP Number) January 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tastemaker Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 876545203** (CUSIP Number) January 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| January 19, 2021 |
EX-99.1 2 d111282dex991.htm EX-99.1 Table of Contents Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of January 12, 2021 3 Notes to the Financial Statement 4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Tastemaker Acquisition Corp. Opinion on the Fin |
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| January 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d111282d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2021 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdictio |
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| January 13, 2021 |
Tastemaker Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering Exhibit 99.1 Tastemaker Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering NEW YORK, Jan. 08, 2021 (GLOBE NEWSWIRE) — Tastemaker Acquisition Corp. (the “Company”), a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or m |
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| January 13, 2021 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, simultaneously with the Offering, the Company’s sponsor w |
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| January 13, 2021 |
EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 7, 2021, is entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Tastemaker Sponsor LLC, a Delaware limited |
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| January 13, 2021 |
EX-10.1 Exhibit 10.1 January 7, 2021 Tastemaker Acquisition Corp. 650 Fifth Avenue, Floor 10, New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tastemaker Acquisition Corp., a Delaware corporation (the “Compa |
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| January 13, 2021 |
EX-10.5 Exhibit 10.5 TASTEMAKER ACQUISITION CORP. 650 Fifth Avenue, Floor 10, New York, NY 10019 January 7, 2021 Tastemaker Sponsor LLC 650 Fifth Avenue, Floor 10 New York, NY 10019 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Tastemaker Acquisition Corp. (the “Company”) and Tastemaker Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, |
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| January 13, 2021 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TASTEMAKER ACQUISITION CORP. January 7, 2021 Tastemaker Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Tastemaker Acquisition Corp.”. The original certificate of incorporation of the Corporat |
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| January 13, 2021 |
8-K 1 d68870d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2021 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39858 85-2478126 (State or other jurisdiction |
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| January 13, 2021 |
EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”) and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to thi |
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| January 13, 2021 |
EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between TASTEMAKER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also ref |
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| January 13, 2021 |
Tastemaker Acquisition Corp. Announces Closing of $276 Million Initial Public Offering EX-99.2 Exhibit 99.2 Tastemaker Acquisition Corp. Announces Closing of $276 Million Initial Public Offering NEW YORK, Jan. 12, 2021 (GLOBE NEWSWIRE) — Tastemaker Acquisition Corp. (the “Company”), a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or m |
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| January 13, 2021 |
EX-1.1 2 d68870dex11.htm EX-1.1 Exhibit 1.1 TASTEMAKER ACQUISITION CORP. 24,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT January 7, 2021 UNDERWRITING AGREEMENT January 7, 2021 Stifel, Nicolaus & Company, Incorporated as representative of the Underwriters c/o Stifel, Nicolaus & Company, Incorpora |
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| January 11, 2021 |
Tastemaker Acquisition Corp. 24,000,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-249278 and 333-251953 PROSPECTUS Tastemaker Acquisition Corp. $240,000,000 24,000,000 Units Tastemaker Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with on |
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| January 7, 2021 |
S-1MEF 1 d105622ds1mef.htm S-1MEF As filed with the U.S. Securities and Exchange Commission on January 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TASTEMAKER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-2478126 (State or other juri |
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| January 6, 2021 |
S-1/A As filed with the U.S. Securities and Exchange Commission on January 5, 2021. Registration No. 333-249278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpo |
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| January 6, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between TASTEMAKER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred |
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| January 6, 2021 |
CORRESP Tastemaker Acquisition Corp. 650 Fifth Avenue, 10th Floor New York, NY 10019 January 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Todd Schiffman Re: Tastemaker Acquisition Corp. Registration Statement on Form S-1 Filed October 2, 2020, as amended File No. 333-249278 Dear Mr. Schiffman Pursuant to Rule 461 unde |
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| January 6, 2021 |
EX-99.7 Exhibit 99.7 , 2020 Dear Tastemaker Sponsor LLC, This letter agreement sets forth the terms of the agreement between Tastemaker Sponsor LLC, a Delaware limited liability company (the “Company”), and certain investment funds and/or managed accounts managed by or affiliated with (collectively, “Subscriber”). The Company is the sponsor of Tastemaker Acquisition Corp., a Delaware corporation ( |
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| January 6, 2021 |
January 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tastemaker Acquisition Corp. Registration Statement on Form S-1 File No. 333-249278 Dear Sir/Madam: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), the undersigned, as the sole book-running manager for the p |
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| January 6, 2021 |
8-A12B 1 d107354d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TASTEMAKER ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2478126 (State of Incorporation or Organization) (I.R.S. Employer |
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| January 5, 2021 |
CORRESP 1 filename1.htm VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 January 5, 2021 Attention: Todd K. Schiffman Re: Tastemaker Acquisition Corp. Amendment to Form S-1 Filed December 16, 2020 Dear Mr. Schiffman: Tastemaker Acquisition Corp., (the “Company,” “we,” “our” or “us”) hereby transmits its response to an oral comment received from the staff |
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| January 5, 2021 |
CORRESP VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 January 5, 2021 Attention: Todd K. Schiffman Re: Tastemaker Acquisition Corp. Amendment to Form S-1 Filed December 31, 2020 Dear Mr. Schiffman: Tastemaker Acquisition Corp., (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) |
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| December 31, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on December 31, 2020. Registration No. 333-249278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jur |
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| December 31, 2020 |
CORRESP VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 December 31, 2020 Attention: Todd K. Schiffman Re: Tastemaker Acquisition Corp. Amendment to Form S-1 Filed December 16, 2020 Dear Mr. Schiffman: Tastemaker Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff” |
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| December 16, 2020 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, simultaneously with the Offering, the Company’s sponsor will pu |
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| December 16, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on December 16, 2020. Registration No. 333-249278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jur |
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| December 16, 2020 |
EX-10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2020, is entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Tastemaker Sponsor LLC, a Delaware limited liabil |
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| December 16, 2020 |
Form of Registration Rights Agreement between the Registrant and Tastemaker Sponsor, LLC EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”) and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agre |
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| December 16, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between TASTEMAKER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred |
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| December 16, 2020 |
EX-10.2 Exhibit 10.2 October [ ], 2020 Tastemaker Acquisition Corp. 650 Fifth Avenue, Floor 10, New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tastemaker Acquisition Corp., a Delaware corporation (the “Com |
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| December 16, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 TASTEMAKER ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT [●], 2020 UNDERWRITING AGREEMENT [●], 2020 Stifel, Nicolaus & Company, Incorporated as representative of the Underwriters c/o Stifel, Nicolaus & Company, Incorporated 1 South Street 15th Floor Baltimo |
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| October 15, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on October 15, 2020. Registration No. 333-249278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other juri |
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| October 15, 2020 |
EX-14.1 Exhibit 14.1 CODE OF ETHICS OF TASTEMAKER ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Tastemaker Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: • promote honest and ethical conduct, including the ethical handling of |
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| October 15, 2020 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October [ ], 2020, is entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Tastemaker Sponsor LLC, a Delaware limited liabil |
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| October 15, 2020 |
Form of Administrative Support Agreement by and between the Registrant and Tastemaker Sponsor, LLC EX-10.8 Exhibit 10.8 TASTEMAKER ACQUISITION CORP. 650 Fifth Avenue, Floor 10, New York, NY 10019 October , 2020 Tastemaker Sponsor LLC 650 Fifth Avenue, Floor 10 New York, NY 10019 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Tastemaker Acquisition Corp. (the “Company”) and Tastemaker Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, |
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| October 15, 2020 |
Form of Amended and Restated Certificate of Incorporation EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TASTEMAKER ACQUISITION CORP. October [ ], 2020 Tastemaker Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Tastemaker Acquisition Corp.”. The original certificate of incorporation of the Corpor |
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| October 15, 2020 |
EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 876545 203 TASTEMAKER ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“C |
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| October 15, 2020 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade |
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| October 15, 2020 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October [ ], 2020 by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, simultaneously with the Offering, the Company’s sponsor |
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| October 15, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 TASTEMAKER ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT [●], 2020 UNDERWRITING AGREEMENT [●], 2020 Stifel, Nicolaus & Company, Incorporated as representative of the Underwriters c/o Stifel, Nicolaus & Company, Incorporated 1 South Street 15th Floor Baltimo |
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| October 15, 2020 |
EX-99.2 Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TASTEMAKER ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Tastemaker Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its exe |
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| October 15, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between TASTEMAKER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred |
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| October 15, 2020 |
EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 876545 104 TASTEMAKER ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF TASTEMAKER ACQUISITION CORP. (THE “CORPORATION”) transferable on the bo |
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| October 15, 2020 |
EX-99.1 Exhibit 99.1 TASTEMAKER ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Tastemaker Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight responsibilities as they relate to the Company’s accounting |
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| October 15, 2020 |
Form of Registration Rights Agreement between the Registrant and Tastemaker Sponsor, LLC EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and between Tastemaker Acquisition Corp., a Delaware corporation (the “Company”) and Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agre |
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| October 15, 2020 |
EX-10.2 Exhibit 10.2 October [ ], 2020 Tastemaker Acquisition Corp. 650 Fifth Avenue, Floor 10, New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tastemaker Acquisition Corp., a Delaware corporation (the “Com |
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| October 15, 2020 |
EX-10.5 Exhibit 10.5 Tastemaker Acquisition Corp. 650 Fifth Avenue Floor 31 New York, NY 10019 August 10, 2020 Tastemaker Sponsor LLC 650 Fifth Avenue Floor 31 New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on August 10, 2020 by and between Tastemaker Sponsor LLC, a Delaware limited liability company (the “Subscriber” |
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| October 2, 2020 |
S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 2, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tastemaker Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or |
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| October 2, 2020 |
EX-99.5 Exhibit 99.5 CONSENT OF STARLETTE JOHNSON Tastemaker Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consent |
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| October 2, 2020 |
EX-99.3 Exhibit 99.3 CONSENT OF HAL ROSSER Tastemaker Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be |
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| October 2, 2020 |
EX-99.4 Exhibit 99.4 CONSENT OF RICK FEDERICO Tastemaker Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to |
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| October 2, 2020 |
EX-99.6 Exhibit 99.6 CONSENT OF ANDY HEYER Tastemaker Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be |
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| October 2, 2020 |
EX-3.3 Exhibit 3.3 BY LAWS OF TASTEMAKER ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agen |
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| October 2, 2020 |
EX-3.1 Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “TASTEMAKER ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE TENTH DAY OF AUGUST, A.D. 2020, AT 4:08 O’CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 3414059 8 |
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| October 2, 2020 |
Promissory Note, dated August 10, 2020 issued to Tastemaker Sponsor, LLC EX-10.1 4 d36884dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| September 1, 2020 |
DRS Table of Contents As submitted confidentially to the U.S. Securities and Exchange Commission on September 1, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRAT |
