NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(UNAUDITED)
NOTE 1. DESCRIPTION OF
ORGANIZATION AND BUSINESS OPERATIONS
Tastemaker Acquisition Corp. (the Company or Tastemaker) is a blank check company
incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(a Business Combination).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business
Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2021, the Company had not commenced any operations. All activity three months ended March 31, 2021 relates to the Companys
initial public offering (Initial Public Offering) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and
investments held in a trust account from the proceeds derived from the Initial Public Offering.
The registration statement for the Companys Initial
Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the Units and, with respect to the shares of Class A common stock
included in the Units sold, the Public Shares), at $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise of the underwriters over-allotment option in full, generating gross proceeds of $276,000,000, which is
discussed in Note 4.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 warrants (the
Private Placement Warrants) at a price of $1.00 per Private Placement Warrant in a private placement to Tastemaker Sponsor LLC (the Sponsor) generating gross proceeds of $8,700,000, which is described in Note 5.
Following the closing of the Initial Public Offering on January 12, 2021, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering, including 3,600,000 units issued pursuant to the exercise of the underwriters over-allotment option in full, and the sale of the Private Placement Warrants (as defined in Note 5) was placed in a
trust account (the Trust Account), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the Investment Company Act), which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $15,057,447, consisting of $5,520,000 of cash underwriting fees, $10,350,000 of
deferred underwriting fees and $539,847 of other offering costs, partially offset by reimbursed offering costs of $1,352,400. In addition, at March 31, 2021, $624,369 of cash was held outside of the Trust Account and is available for working
capital purposes.
The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or
more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the
agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
6