S-1MEF

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the U.S. Securities and Exchange Commission on January 7, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TASTEMAKER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware	6770	85-2478126
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

650 Fifth Avenue, 10^th Floor

New York, NY 10019

(212) 616-9600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Pace

Andrew Pforzheimer

c/o Tastemaker Acquisition Corp.

650 Fifth Avenue, 10^th Floor

New York, NY 10019

(212) 616-9600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.

Jessica S. Yuan, Esq.

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300

Sidney Burke, Esq.
Stephen P. Alicanti, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas
New York, NY 10020

(212) 335-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-249278

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security⁽¹⁾	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)	4,600,000 Units	$10.00	$46,000,000	$5,018.60
Shares of Class A common stock included as part of the units(3)	4,600,000 Shares	—	—	— (4)
Redeemable warrants included as part of the units(3)	2,300,000 Redeemable Warrants	—	—	— (4)
Total			$46,000,000	$5,018.60 (5)

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-249278).

(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g) under the Securities Act.

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-249278), which was declared effective by the Securities and Exchange Commission on January 7, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $46,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 4,600,000 additional units of Tastemaker Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock, $0.0001 par value per share, and one half of one warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-249278) (the “Prior Registration Statement”), initially filed by the Registrant on October 2, 2020 and declared effective by the Securities and Exchange Commission on January 7, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 8, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 8, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-249278) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:


Exhibit No.		Description

5.1		Opinion of Ellenoff Grossman & Schole LLP

23.1		Consent of Marcum LLP

23.2		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Claymont, Delaware, on the 7^th day of January, 2021.


TASTEMAKER ACQUISITION CORP.

By:		/s/ David Pace
Name:		David Pace
Title:		Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on January 7, 2021.


Signature	Title	Date

/s/ David Pace David Pace	Co-Chief Executive Officer and Director (Principal Executive Officer)	January 7, 2021

/s/ Andrew Pforzheimer Andrew Pforzheimer	Co-Chief Executive Officer and Director (Principal Executive Officer)	January 7, 2021

/s/ Christopher Bradley Christopher Bradley	Chief Financial Officer (Principal Financial and Accounting Officer)	January 7, 2021

/s/ Gregory Golkin Gregory Golkin	President and Director	January 7, 2021

/s/ Hal Rosser Hal Rosser	Director	January 7, 2021

/s/ Rick Federico Rick Federico	Director	January 7, 2021

/s/ Starlette Johnson Starlette Johnson	Director	January 7, 2021

/s/ Andrew Heyer Andrew Heyer	Director	January 7, 2021