Current Report Filing (8-k)
June 22 2023 - 5:27PM
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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.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 1.02 | Termination of a Material Definitive Agreement |
As previously reported on a Current Report on Form
8-K filed on October 21, 2022, with the U.S. Securities and Exchange Commission, on October 20, 2022, Tastemaker Acquisition Corp., a
Delaware corporation (the “Company”), Quality Gold Holdings, Inc., a Delaware corporation, Tastemaker Merger Sub, Inc.,
a Delaware corporation, QGM Merger Sub, Inc., an Ohio corporation, J&M Merger Sub, Inc., a Delaware corporation, L&L
Merger Sub, Inc., an Ohio corporation, Quality Gold Merger Sub, Inc., an Ohio corporation, Quality Gold, Inc., an Ohio
corporation, QGM, LLC, an Ohio limited liability company, J & M Group Holdings Inc., a Delaware corporation and L &
L Group Holdings, LLC, an Ohio limited liability company, entered into a business combination agreement (as it may be amended, supplemented
or otherwise modified from time to time, the “Business Combination Agreement”).
On June 21, 2023, the Business Combination Agreement
was terminated, effective as of June 21, 2023 (the “Termination”).
The Termination also terminates and makes void
the Support Agreement (as defined in the Business Combination Agreement) and the Sponsor Letter Agreement (as defined in the Business
Combination Agreement), which were executed concurrently with the Business Combination Agreement.
The foregoing descriptions of the Business Combination
Agreement, the Support Agreement and the Sponsor Letter Agreement do not purport to be complete and are qualified in their entirety by
the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1
to the Company’s Current Report on Form 8-K on October 21, 2022, (ii) the Support Agreement, a copy of which was previously filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 21, 2022 and (iii) the Sponsor Letter Agreement, a copy of
which was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on October 21, 2022.
|
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing. |
On
June 15, 2023, the Company received a notice from The Nasdaq Stock
Market LLC (“Nasdaq”) stating that, based on Nasdaq’s review of the Company’s Market Value of Listed Securities
(“MVLS”) for the last 30 consecutive business days, the Company no longer meets the minimum MVLS requirement of $35 million
for continued listing of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), on
Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
The
Notice has no immediate effect on the listing of the Company’s Class A common stock on Nasdaq and, in accordance with Nasdaq Listing
Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until December 12, 2023, to regain compliance with the MVLS Rule. To regain
compliance with the MVLS Rule, the MVLS for the Company’s Class A common stock must be at least $35 million for a minimum of 10
consecutive business days at any time during this 180-day period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide
the Company with written confirmation of compliance and will close the matter.
If
the Company does not regain compliance by December 12, 2023, Nasdaq will provide notice that the Company’s shares of Class A common
stock are subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s
determination.
There
can be no assurance that the Company will be able to regain compliance with the MVLS requirement or maintain compliance with the other
Nasdaq listing requirements. The Company is actively monitoring the MVLS of its Class A common stock and is considering options available
to it to regain compliance.
Certain information contained in this report consists
of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties
and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,”
“potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does
not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions
or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will
regain compliance with the MVLS Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that
the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
On June 22, 2023, the Company issued a press release
announcing the Termination. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| 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: June 22, 2023 |
|
|
|
|
TASTEMAKER ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Christopher Bradley |
|
Name: |
Christopher Bradley |
|
Title: |
Chief Financial Officer |
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