Current Report Filing (8-k)
13 January 2023 - 8:17AM
Edgar (US Regulatory)
0001821606
false
0001821606
2023-01-11
2023-01-11
0001821606
tmkru:UnitsEachConsistingOfOneShareOfClassaCommonStockAndOnehalfOfOneRedeemableWarrantMember
2023-01-11
2023-01-11
0001821606
us-gaap:CommonClassAMember
2023-01-11
2023-01-11
0001821606
tmkru:WarrantsEachExercisableForOneShareOfClassaCommonStockFor11.50PerShareMember
2023-01-11
2023-01-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
(I.R.S. Employer |
incorporation or organization) |
File Number) |
Identification Number) |
501 Madison Avenue, Floor 5 |
|
New York, New York |
10019 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (212 )616-9600
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 11, 2023, Tastemaker Acquisition Corp.,
a Delaware corporation (the “Company”), issued a promissory note (the “Note”) in the principal amount of up to
$878,078.10 to Tastemaker Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor
agreed to loan the Company up to $878,078.10 in connection with the extension of the Company’s time to consummate a business combination
from January 12, 2023 on a monthly basis to July 12, 2023.
The Company will deposit $146,346.35, or $0.05
per share of the Company’s Class A common stock, par value $0.0001 per share, sold in the Company’s initial public offering
(“Class A Common Stock”) that was not redeemed in connection with the special meeting of stockholders held on December 12,
2022, into the Company’s trust account (the “Trust Account”) in connection with the first drawdown under the Note. The
Company will deposit an additional $146,346.35 into the Trust Account for each calendar month (commencing on January 12, 2023 and ending
on the 12th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination.
Such amounts will be distributed either to: (i) holders of shares of Class A Common Stock upon the Company’s liquidation or (ii)
holders of shares of Class A Common Stock who elect to have their shares redeemed in connection with the consummation of the Company’s
initial business combination. The Sponsor or its designee will have the sole discretion whether to continue extending for additional calendar months
until July 12, 2023 and if the Sponsor determines not to continue extending for additional calendar months, its obligation to make
additional advances will terminate.
The Note bears no interest and is repayable in
full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date
of the liquidation of the Company.
The foregoing description is qualified in its entirety
by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure
contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 12, 2023 | |
| |
| TASTEMAKER ACQUISITION CORP. |
| | |
| By: | /s/ Christopher Bradley |
| Name: Christopher Bradley |
| Title: Chief Financial Officer |
Priveterra Acquisition C... (NASDAQ:TMKRU)
Historical Stock Chart
From May 2024 to Jun 2024
Priveterra Acquisition C... (NASDAQ:TMKRU)
Historical Stock Chart
From Jun 2023 to Jun 2024