UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
Exhibit Number | Description | |
10.1 | Promissory Note issued to the Sponsor. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |