References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Tastemaker Acquisition Corp. References to our "management"
or our "management team" refer to our officers and directors, and references to
the "Sponsor" refer to Tastemaker Sponsor, LLC. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the unaudited condensed financial statements and the
notes thereto contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Exchange Act that are not historical facts, and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this Form
10-Q
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's final prospectus for its Initial Public
Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company incorporated on August 10, 2020 as a Delaware
corporation and formed for the purpose of effectuating a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses, which we refer to throughout this
Quarterly Report as our "initial business combination". We intend to effectuate
our initial business combination using cash from the proceeds of the initial
public offering and the private placement of the private placement warrants, the
proceeds of the sale of our shares in connection with our initial business
combination (pursuant to forward purchase agreements or backstop agreements we
may enter into following the consummation of the initial public offering or
otherwise), shares issued to the owners of the target, debt issued to bank or
other lenders or the owners of the target, or a combination of the foregoing.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities nine months ended September 30, 2021 and for the period from
August 10, 2020 (inception) through September 30, 2020, were operational
activities and those related to identifying a target company for a business
combination. We do not expect to generate any operating revenues until after the
completion of our initial business combination. We generate
non-operating
income in the form of interest income on cash and cash equivalents held after
the initial public offering. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.

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For three months ended September 30, 2021, we had a net income of $1,768,123,
which resulted primarily from a gain on the change in fair value of warrant
liabilities of $2,112,000 and interest income of 7,190 partially offset by
operating and formation costs of $285,056 and franchise tax expense of $66,011.
For nine months ended September 30, 2021, we had net income of $5,558,941, which
resulted primarily from a gain on the change in fair value of warrant
liabilities of $6,975,006, interest income of 32,368 and an unrealized gain on
investments held in Trust Account of $20,871, offset by expensed offering costs
of $736,627, operating and formation costs of $567,759 and franchise tax expense
of $164,918.
For the period from August 10, 2020 (inception) through September 30, 2020, we
had no net income.
Liquidity and Capital Resources
On January 12, 2021, we consummated an initial public offering of 27,600,000
units generating gross proceeds to the Company of $276,000,000. Simultaneously
with the consummation of the initial public offering, we completed the private
sale of 8,700,000 warrants to Tastemaker Sponsor, LLC at a purchase price of
$1.00 per warrant (the "Private Placement Warrants"), generating gross proceeds
of $8,700,000.
For the nine months ended September 30, 2021, net cash used in operating
activities was $901,635, which was primarily due to a change in fair value of
warrant liabilities of $6,975,006, an unrealized gain on investments held in the
Trust Account of $20,871, interest income on investments held in trust $32,343,
of changes in working capital of $168,983, offset in part by our net income of
$5,558,941 and expensed offering costs related to the initial public offering of
$736,627.
For the period from August 10, 2020 (inception) through September 30, 2020, no
cash was used in operating activities.
For the nine months ended September 30, 2021, net cash used in investing
activities of $278,760,000 was the result of the amount of net proceeds from the
initial public offering being deposited to the Trust Account.
Net cash provided by financing activities for the nine months ended
September 30, 2021 of $279,970,523 was comprised of $270,480,000 in proceeds
from the issuance of units in the initial public offering net of underwriter's
discount paid, $8,700,000 in proceeds from the issuance of warrants in a private
placement to our Sponsor, and reimbursed offering expenses of $1,352,400, offset
in part by payment of $366,877 for offering costs associated with the initial
public offering and repayment of the outstanding balance on the promissory note
to our Sponsor of $195,000.
Net cash provided by financing activities for the period from August 10, 2020
(inception) through September 30, 2020 was $61,426 was comprised of $195,000 in
proceeds on the promissory noted from our Sponsor and $25,000 in proceeds from
sale of Class B common stock to Sponsor, offset in part by in part by payment of
$158,574 for offering costs associated with the initial public offering.
As of September 30, 2021, we had cash of $327,604 held outside the trust
account. We intend to use the funds held outside the trust account primarily to
identify and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target
businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial business combination, our Sponsor or an
affiliate of our Sponsor or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required on a
non-interest
basis. If we complete our initial business combination, we would repay such
loaned amounts. In the event that our initial business combination does not
close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants of the post business combination entity at a price of
$1.00 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants. The terms of such loans, if any, have not
been determined and no written agreements exist with respect to such loans.
Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our Sponsor or an affiliate of our Sponsor as
we do not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our trust account.

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We anticipate that the cash held outside of the Trust Account as of
September 30, 2021, will be not sufficient to allow us to operate for at least
the next 12 months from the issuance of the financial statements, assuming that
a Business Combination is not consummated during that time. We have incurred and
expect to continue to incur significant costs in pursuit of our acquisition
plans. These conditions raise substantial doubt about the our ability to
continue as a going concern for a period of time within one year after the date
that the financial statements are issued. Management plans to address this
uncertainty through the Business Combination as discussed above. There is no
assurance that the our plans to consummate the Business Combination will be
successful or successful within the Combination Period. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Off-Balance
Sheet Arrangements
We did not have any
off-balance
sheet arrangements as of September 30, 2021.
Contractual Obligations
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that
may be issued upon conversion of Working Capital Loans (and any Class A common
stock issuable upon the exercise of the Private Placement Warrants) will have
registration rights to require the Company to register a sale of any of its
securities held by them pursuant to a registration rights agreement. The holders
of these securities are entitled to make up to three demands, excluding short
form demands, that the Company register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to the completion of a Business
Combination. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
45-day
option to purchase up to 3,600,000 additional Units to cover over-allotments at
the Initial Public Offering price, less the underwriting discounts and
commissions. On January 12, 2021 the underwriters exercised the over-allotment
option in full.
The underwriters were paid a cash underwriting fee of $0.20 per Unit, or
$5,520,000 in the aggregate. In addition, $0.375 per Unit, or $10,350,000 in the
aggregate will be payable to the underwriters for deferred underwriting
commissions. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.

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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Warrant Liabilities
We account for the warrants issued in connection with our initial public
offering in accordance with Accounting Standards Codification ("ASC")
815-40,
Derivatives and Hedging-Contracts in Entity's Own Equity
("ASC 815"), under which the warrants do not meet the criteria for equity
classification and must be recorded as liabilities. As the warrants meet the
definition of a derivative as contemplated in ASC 815, the Warrants are measured
at fair value at inception and at each reporting date in accordance with ASC
820,
Fair Value Measurement
, with changes in fair value recognized in the Statement of Operations in the
period of change.
Common stock subject to possible redemption
The Company accounts for its common stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory
redemption is classified as a liability instrument and is measured at fair
value. Conditionally redeemable common stock (including common stock that
features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
the Company's control) is classified as temporary equity. At all other times,
common stock is classified as stockholders' deficit. The Company's common stock
features certain redemption rights that are considered to be outside of the
Company's control and subject to occurrence of uncertain future events. As of
September 30, 2021 and December 31, 2020, 27,600,000 and no shares of Class A
common stock subject to possible redemption are presented at redemption value as
temporary equity, outside of the stockholders' deficit section of the Company's
balance sheet, respectively.
Net Income Per Common Share
Net income per common share is computed by dividing net earnings by the
weighted-average number of shares of common stock outstanding during the period.
The Company has not considered the effect of the warrants sold in the Public
Offering and Private Placement to purchase an aggregate of 22,500,000 shares in
the calculation of diluted income per share, since the exercise of the warrants
are contingent upon the occurrence of future events and the inclusion of such
warrants would be anti-dilutive.

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Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40)
("ASU
2020-06")
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
We are currently assessing the impact, if any, that ASU
2020-06
would have on our financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.

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