Item 8.01
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Other Information
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On April 12, 2021, the staff of the Securities and Exchange Commission (the SEC) issued a public statement entitled Staff
Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs) (the Statement). In the Statement, the SEC staff expressed its view that certain
terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPACs balance sheet as opposed to equity.
On January 12, 2021, Tastemaker Acquisition Corp., a Delaware corporation (the Company), consummated its initial public offering (the
IPO) of 27,600,000 units, including 3,600,000 units pursuant to the exercise of the underwriters over-allotment option in full (the Units). Each Unit consists of one share of Class A common
stock of the Company, par value $0.0001 per share (Class A Common Stock), and one-half of one redeemable warrant of the Company (Public Warrants), with
each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. On January 12, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the
Private Placement) of 8,700,000 warrants (the Private Placement Warrants) to Tastemaker Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant.
On January 12, 2021, both the outstanding Warrants and the Private Placement Warrants (collectively, the Issued Warrants) were
accounted for as equity within the Companys balance sheet, and after discussion and evaluation, including with the Companys independent registered public accounting firm, Marcum LLP, (Marcum), the Company has concluded
that its Issued Warrants should be presented as liabilities as of the January 12, 2021 IPO date, at fair value, with subsequent fair value changes to be recorded in its financial statements at each reporting period.
On May 14, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Companys management, that the
Companys audited balance sheet as of January 12, 2021 filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on January 19, 2021 (the Form 8-K) should no longer be relied upon due to changes required to reclassify the Issued Warrants as liabilities to align with the requirements set forth in the Statement. The Company plans to
reflect this reclassification of the Issued Warrants in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.
In addition, the audit report of Marcum included in the Companys Form 8-K filed on January 19, 2021
should no longer be relied upon.