10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-39858

TASTEMAKER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	85-2478126
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

501 Madison Avenue, Floor 12

New York, NY 10019

(Address of principal executive offices and zip code)

(212) 616-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 10, 2022, there were 27,600,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 6,900,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

TASTEMAKER ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS (UNAUDITED)
	CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2022 (UNAUDITED) AND DECEMBER 31, 2021	1
	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	2
	CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	3
	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	5
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	6
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
Item 4.	CONTROLS AND PROCEDURES	28
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	29
Item 1A.	RISK FACTORS	30
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
Item 3.	DEFAULTS UPON SENIOR SECURITIES	31
Item 4.	MINE SAFETY DISCLOSURES	31
Item 5.	OTHER INFORMATION	31
Item 6.	EXHIBITS	32
SIGNATURES		33

PART 1 - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

TASTEMAKER ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30,		December 31,
	2022		2021
	(Unaudited)
Assets:
Current assets:
Cash	$	219,812	$	181,220
Prepaid expenses and other		86,008		259,396
Total current assets		305,820		440,616
Investments held in Trust Account		280,524,996		278,820,318
Total Assets	$	280,830,816	$	279,260,934
Liabilities and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	16,594	$	13,474
Income tax payable		307,721		—
Franchise tax payable		149,589		137,049
Accrued expenses		1,457,263		178,350
Convertible promissory note - related party		41,200		—
Total current liabilities		1,972,367		328,873
Deferred underwriting fee payable		10,350,000		10,350,000
Warrant liabilities		2,250,000		11,250,000
Total liabilities		14,572,367		21,928,873
Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 27,600,000 shares at redemption value at September 30, 2022 and December 31, 2021		279,896,011		278,760,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued at September 30, 2022 and December 31, 2021; no shares outstanding (excluding 27,600,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		—		—
Accumulated deficit		(13,638,252)		(21,428,629)
Total Stockholders' Deficit		(13,637,562)		(21,427,939)
Total Liabilities and Stockholders' Deficit	$	280,830,816	$	279,260,934

The accompanying notes are an integral part of these unaudited condensed financial statements.

1

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Operating and formation costs	$	1,414,604	$	285,056	$	1,928,331	$	567,759
Franchise tax expense		50,411		66,011		149,789		164,918
Expensed offering costs		—		—		—		736,627
Loss from operations		(1,465,015)		(351,067)		(2,078,120)		(1,469,304)
Gain from investments held in Trust Account		1,415,358		—		1,833,426		20,871
Interest Income		2		7,190		3		32,368
Change in fair value of warrant liabilities		(450,000)		2,112,000		9,000,000		6,975,006
Change in fair value of convertible promissory note - related party		17,200		—		33,400		—
Loss (income) before income taxes		(482,455)		1,768,123		8,788,709		5,558,941
Income tax expense		(286,673)		—		(307,721)		—
Net Loss (income)	$	(769,128)	$	1,768,123	$	8,480,988	$	5,558,941
Basic and diluted weighted average shares outstanding, Class A common stock		27,600,000		27,600,000		27,600,000		26,386,813
Basic and diluted net (loss) income per share, Class A common stock	$	(0.02)	$	0.05	$	0.25	$	0.17
Basic and diluted weighted average shares outstanding, Class B common stock		6,900,000		6,900,000		6,900,000		6,863,736
Basic and diluted net (loss) income per share, Class B common stock	$	(0.02)	$	0.05	$	0.25	$	0.17

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Common Stock						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2022	—	$	—	6,900,000	$	690	$	—	$	(21,428,629)	$	(21,427,939)
Proceeds received in excess of initial fair value of convertible promissory note - related party	—		—	—		—		115,100		—		115,100
Net income	—		—	—		—		—		5,944,018		5,944,018
Balance - March 31, 2022	—		—	6,900,000		690		115,100		(15,484,611)		(15,368,821)
Net Income	—		—	—		—		—		3,306,098		3,306,098
Balance- June 30, 2022	—		—	6,900,000		690		115,100		(12,178,513)		(12,062,723)
Net loss	—		—	—		—		—		(769,128)		(769,128)
Proceeds received in excess of initial fair value of convertible promissory note - related party	—		—	—		—		330,300		—		330,300
Remeasurement of Class A common stock to redemption amount	—		—	—		—		(445,400)		(690,611)		(1,136,011)
Balance- September 30, 2022	—	$	—	6,900,000	$	690	$	—	$	(13,638,252)	$	(13,637,562)

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	Common Stock						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2021	—	$	—	6,900,000	$	690	$	24,310	$	(106,670)	$	(81,670)
Excess of cash received over fair value of private placement warrants	—		—	—		—		348,000		—		348,000
Accretion of Class A common stock to redemption amount	—		—	—		—		(372,310)		(29,956,516)		(30,328,826)
Net income	—		—	—		—		—		7,723,757		7,723,757
Balance - March 31, 2021	—		—	6,900,000		690		—		(22,339,429)		(22,338,739)
Net loss	—		—	—		—		—		(3,932,939)		(3,932,939)
Balance - June 30, 2021	—		—	6,900,000		690		—		(26,272,368)		(26,271,678)
Net income	—		—	—		—		—		1,768,123		1,768,123
Balance - September 30, 2021	—	$	—	6,900,000	$	690	$	—	$	(24,504,245)	$	(24,503,555)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

TASTEMAKER ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months		Nine Months
	Ended September		Ended September
	30, 2022		30, 2021
Cash Flows from Operating Activities:
Net income	$	8,480,988	$	5,558,941
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of convertible promissory note - related party		(33,400)		—
Expensed offering costs on issuance of Public Warrants		—		736,627
Gain on investments held in Trust Account		(1,833,426)		(20,871)
Interest income on investments held in Trust Account		—		(32,343)
Change in fair value of warrant liabilities		(9,000,000)		(6,975,006)
Changes in operating assets and liabilities:
Prepaid expenses		173,388		(325,909)
Accounts payable		3,120		25,000
Income tax payable		307,721		—
Franchise tax payable		12,540		38,926
Accrued expenses		1,278,913		93,000
Net cash used in operating activities		(610,156)		(901,635)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(278,760,000)
Proceeds from Trust Account for payment of franchise taxes		128,748		—
Net cash provided by (used in) investing activities		128,748		(278,760,000)
Cash Flows from Financing Activities:
Repayment of promissory note		—		(195,000)
Proceeds from Initial Public Offering, net of underwriter's discount paid		—		270,480,000
Proceeds from sale of Private Placement Warrants		—		8,700,000
Proceeds from convertible promissory note - related party		520,000		—
Reimbursed offering costs		—		1,352,400
Offering costs paid		—		(366,877)
Net cash provided by financing activities		520,000		279,970,523
Net change in cash		38,592		308,888
Cash - beginning of period		181,220		18,716
Cash - end of period	$	219,812	$	327,604
Supplemental disclosure of noncash investing and financing activities:
Excess of cash received over fair value of convertible promissory note - related party	$	445,400	$	—
Remeasurement of Class A common stock subject to possible redemption at redemption value	$	1,136,011	$	—
Accretion of Class A common stock subject to possible redemption at IPO date	$	—	$	30,328,826
Deferred underwriting fee payable	$	—	$	10,350,000
Reclassification of deferred offering costs to equity upon completion of the initial public offering	$	—	$	172,970

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Tastemaker Acquisition Corp. (the “Company” or “Tastemaker”) is a blank check company incorporated in Delaware on August 10, 2020. The Company was 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 (an “initial business combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating an initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity from August 10, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a Trust Account from the proceeds derived from the Initial Public Offering, and potential gains from changes in the fair value of warrant liabilities and convertible promissory notes.

The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $276,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 Private Placement Warrants (as defined in Note 4)  in the Private Placement (as defined in Note 4) at a price of $1.00 per Private Placement Warrant to Tastemaker Sponsor, LLC (the “Sponsor”) generating gross proceeds of $8,700,000, which is described in Note 4.

Following the closing of the Initial Public Offering on January 12, 2021, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the exercise of the underwriters’ over-allotment option in full, and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination or (ii) the distribution of the funds in the Trust Account.

Transaction costs related to the issuances described above amounted to $15,057,447, consisting of $5,520,000 of cash underwriting fees, $10,350,000 of deferred underwriting fees, and $539,847 of other offering costs, partially offset by reimbursed offering costs of $1,352,400. In addition, at September 30, 2022 and December 31, 2021, $219,812 and $181,220 of cash was held outside of the Trust Account and is available for working capital purposes, respectively.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a. The Company must complete an initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a stockholder

6

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with the initial business combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of an initial business combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the initial business combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, stockholder approval of the initial business combination is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an initial business combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial business combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed initial business combination or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial business combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of Public Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial business combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial business combination.

The Company will have until January 12, 2023 to complete an initial business combination (the “Combination Period”). If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete an initial business combination within in the Combination Period and,

7

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

Indemnity

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of September 30, 2022, the Company had $219,812 in cash held outside of the Trust Account and a working capital deficit of $1,666,547.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 6). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity was and will be satisfied through the net proceeds from the Private Placement held outside of the Trust Account and proceeds from the Sponsor Working Capital Loans (as defined in Note 5).

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an initial business combination or for at least one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination.

Going Concern Consideration

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2022, will be not sufficient to allow the Company to operate until January 12, 2023, the date at which the Company must complete an initial business combination, which is less than one year from the issuance of the financial statements. If an initial business combination is not consummated by January 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through the initial business combination as discussed above. There is no assurance that the Company’s plans to consummate an initial 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.

8

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company may ultimately consummate an initial business combination, may be materially adversely affected.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 25, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

9

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. More significant accounting estimates included in the financial statements include the determination of the fair value of warrant liabilities, and the fair value of the Company’s related party loans, both of which are described below.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), the recurring valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the Sponsor Working Capital Loans (as defined in Note 5) require management to exercise significant judgement in its estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $219,812 and $181,220, respectively.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

10

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

Convertible Promissory Note - Related Party

The Company accounts for the convertible promissory notes under ASC Topic 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

Class A Common Stock Subject to Possible Redemption

All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

As of September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(13,248,006)
Issuance costs allocated to Class A common stock		(14,320,820)
Plus:
Remeasurement of carrying value to redemption value		30,328,826
Class A common stock subject to possible redemption as of December 31, 2021		278,760,000
Plus:
Remeasurement of carrying value to redemption value		1,136,011
Class A common stock subject to possible redemption as of September 30, 2022	$	279,896,011

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,057,446 as a result of the Initial Public Offering (consisting of $5,520,000 of cash underwriting discounts, $10,350,000 of deferred underwriting discounts, and $539,846 of other offering costs). The Company was reimbursed $1,352,400 for offering costs by the underwriters. As such, the Company recorded $14,320,820 of offering costs as a reduction of equity in connection with the shares of Class A common stock included in the Units. The Company immediately expensed $736,627 of offering costs in connection with the Public Warrants (as defined in Note 3) included in the Units that were classified as liabilities.

11

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the initial and subsequent fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The subsequent measurement of the fair value of the Public Warrants was measured using quoted market prices (see Note 9).

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was (59.4)% and 3.5%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 0% and 0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of convertible promissory notes and warrant liabilities and derivative asset - forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make

12

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation.

Net Income (loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income shared pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 22,500,000 shares in the calculation of diluted income (loss) per share, or the effects of the convertible promissory note since the exercise of the warrants and conversion of the promissory note is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Three Months				For the Three Months				For the Nine Months				For the Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss)	$	(615,303)	$	(153,825)	$	1,414,498	$	353,625	$	6,784,790	$	1,696,198	$	4,411,438	$	1,147,503
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000		26,386,813		6,863,736
Basic and diluted net income (loss) per share	$	(0.02)	$	(0.02)	$	0.05	$	0.05	$	0.25	$	0.25	$	0.17	$	0.17

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

13

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000, at $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 warrants at a price of $1.00 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor (the “Private Placement”), generating gross proceeds of $8,700,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). In January 2021, the Company effected a 1:1.20 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock issued and outstanding. Effective upon consummation of the Initial Public Offering, the Sponsor collectively owns, on an as-converted basis, 20% of the Company’s issued and outstanding shares.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of an initial business combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after an initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as

14

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 after the initial business combination or (ii) if the Company consummates a transaction after the initial business combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Promissory Note - Related Party

On August 10, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $195,000 was repaid at the closing of the Initial Public Offering on January 12, 2021.

Related Party Loans

In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (the “Sponsor Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Sponsor Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Sponsor Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. Except for the foregoing, the terms of such Sponsor Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Sponsor Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Sponsor Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

On March 22, 2022, the Company entered into a working capital loan with the Sponsor (the “March Sponsor Working Capital Loan”) in the amount of $150,000, pursuant to which the Company received proceeds of $150,000. The March Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial business combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the promissory note may be convertible into warrants at the option of the Sponsor at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022, the total amount drawn on the March Sponsor Working Capital Loan was $150,000.

On July 21, 2022, the Company entered into a separate working capital loan with the Sponsor (the “July Sponsor Working Capital Loan,” together with the March Sponsor Working Capital Loan, the “Sponsor Working Capital Loans”) in the amount of $375,000. The July Sponsor Working Capital Loan matures on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. The promissory note in connection with the July Sponsor Working Capital Loan is convertible into warrants at $1.00 per warrant on terms identical to those of the Private Placement Warrants. On July 21, 2022, the Company drew $370,000 from the July Sponsor Working Capital Loan, which has not yet been repaid as of September 30, 2022.

The fair value option was elected (see Note 9) and, as such, the fair value of the Sponsor Working Capital Loans is shown on the balance sheet as $41,200.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended September 30, 2022 and September 30, 2021, the Company incurred expenses of $30,000 and $30,000, respectively. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred expenses of $90,000 and $78,000, respectively. These expenses are recorded in Accrued expenses in the balance sheets.

15

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

NOTE 6. COMMITMENTS

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 an initial 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 and purchased 3,600,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $36,000,000 to the Company.

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 an initial business combination, subject to the terms of the underwriting agreement.

NOTE 7. REDEEMABLE WARRANTS

Each whole redeemable warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The redeemable warrants will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the Initial Public Offering. Each whole redeemable warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the initial business combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial business combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain the

16

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the initial business combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial business combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants.

17

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the initial business combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its initial business combination.

At September 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants and 8,700,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 8. STOCKHOLDERS’ DEFICIT

Preferred stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 27,600,000 shares of Class A common stock issued and outstanding, including 27,600,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 6,900,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Prior to an initial business combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that

18

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial business combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	280,524,996	$	280,524,996	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	1,380,000	$	1,380,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	870,000	$	—	$	870,000	$	—
Convertible promissory note - related party	$	41,200	$	—	$	—	$	41,200

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	278,820,318	$	278,820,318	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	6,900,000	$	6,900,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,350,000	$	—	$	4,350,000	$	—

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker TMKRW. The quoted price of the Public Warrants was $0.10 and $0.50 per warrant as of September 30, 2022 and December 31, 2021, respectively.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. As of September 30, 2022 and December 31, 2021, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.

19

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the three and nine months ended September 30, 2022.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:

	At January 12, 2021
	(Initial Measurement)
Stock price	$	10.00
Strike price	$	11.50
Probability of completing an initial business combination		90.0	%
Expected life of the option to convert (in years)		6.6
Volatility		4.0% pre-merger / 30.0% post-merger
Risk-free rate		0.8	%
Fair value of warrants	$	0.96

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

	As of September 30,			As of December 31,			As of September 30,
	2021			2021			2022
Stock price		9.86		$	9.89		$	9.97
Strike price		11.50		$	11.50		$	11.50
Probability of completing an initial business combination		100.0	%		100.0	%		8.0	%
Dividend yield		—	%		—	%		—	%
Remaining term (in years)		5.9			5.6			5.3
Volatility		10.5	%		8.7	%		10.0	%
Risk-free rate		1.1	%		1.3	%		4.1	%
Fair value of warrants	$	0.65		$	0.50		$	0.10

The convertible promissory notes - related party were valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair values of the convertible promissory notes - related party were based on the following significant inputs:

	As of March 2, 2022			As of March 25, 2022			As of July 21, 2022			As of
	(Initial Measurement)			(Initial Measurement)			(Initial Measurement)			September 30, 2022
Warrant price	$	0.22		$	0.23		$	0.14		$	0.10
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Expected term		0.45			0.38			0.48			0.28
Warrant volatility		79.0	%		77.0	%		152.9	%		302.9	%
Risk free rate		0.6	%		0.8	%		2.9	%		3.4	%
Discount rate		3.91	%		4.96	%		6.44	%		9.00	%
Probability of completing an initial business combination		25.0	%		21.0	%		11.0	%		8.0	%
Fair value convertible promissory note - related party	$	24,600		$	10,300		$	39,700		$	41,200

The Company recognized a gain on the change in fair value of the initial convertible promissory note - related party of $17,200 and $33,400 in the condensed statement of operations for the three and nine months ended September 30, 2022, respectively.

20

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

The following tables present the changes in the fair value of warrant liabilities:

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2020	$	—	$	—	$	—
Initial measurement at January 12, 2021		8,352,000		13,248,006		21,600,006
Change in valuation inputs or other assumptions		(2,697,000)		(4,278,006)		(6,975,006)
Fair value as of September 30, 2021	$	5,655,000	$	8,970,000	$	14,625,000

The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $2,112,000 and $6,975,006 within the change in fair value of warrant liabilities in the condensed statements of operating during the three and nine months ended September 30, 2021, respectively.

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2021	$	4,350,000	$	6,900,000	$	11,250,000
Change in valuation inputs or other assumptions		(2,436,000)		(3,864,000)		(6,300,000)
Fair value as of March 31, 2022		1,914,000		3,036,000		4,950,000
Change in valuation inputs or other assumptions		(1,218,000)		(1,932,000)		(3,150,000)
Fair value as of June 30, 2022		696,000		1,104,000		1,800,000
Change in valuation inputs or other assumptions		174,000		276,000		450,000
Fair value as of September 30, 2022	$	870,000	$	1,380,000	$	2,250,000

The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $450,000 and a gain in the change of the fair value of warrant liabilities of $9,000,000 in the condensed statements of operations during the three and nine months ended September 30, 2022, respectively.

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:

Fair value at August 10, 2020 (inception)	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of January 12, 2021		21,600,006
Change in fair value		(8,550,006)
Transfer of Public Warrants to Level 1 measurement		(8,004,000)
Transfer of Private Placement Warrants to Level 2 measurement		(5,046,000)
Fair value at December 31, 2021		—
Initial measurement of draw on convertible promissory note - related party on March 2, 2022		24,600
Initial measurement of draw on convertible promissory note - related party on March 25, 2022		10,300
Change in fair value		(5,400)
Fair value as of March 31, 2022		29,500
Change in fair value		(10,800)
Fair value as of June 30, 2022		18,700
Change in fair value		21,000
Fair value as of July 21, 2022 (Initial Measurement)		39,700
Change in fair value		1,500
Fair value as of September 30, 2022	$	41,200

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

21

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

Business Combination Agreement

On October 20, 2022, Tastemaker Acquisition Corp., 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”), pursuant to which Tastemaker and the Quality Gold Companies will enter into a business combination. Capitalized terms used in this Note 10 but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Support Agreement

In connection with the execution of the Business Combination Agreement, Tastemaker entered into a Support Agreement with Michael Langhammer, the Michael J. Langhammer Irrevocable Family Trust, the Michelle C. Langhammer Irrevocable Trust, Jason Langhammer, the Jason A. Langhammer Irrevocable Family Trust, and the Langhammer Children Irrevocable Trust (collectively, the “Support Shareholders”). Pursuant to the Support Agreement, each Support Shareholder, as an equityholder of the Quality Gold Companies, agreed, with respect to each Quality Gold Company, to vote at any meeting of the equityholders of such Quality Gold Company, and in any action by written consent of the equityholders of such Company, all of such Support Shareholder’s Quality Gold Company Shares (a) in favor of the approval and adoption of the Business Combination Agreement and related transaction documents, including the Mergers, (b) in favor of any matter reasonably necessary to the consummation of the Business Combination and considered and voted upon by the equityholders of such Quality Gold Company, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the equityholders of such Quality Gold Company at which any of the foregoing matters are submitted for consideration and vote of the equityholders of such Quality Gold Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, delay or adversely affect in any material respects the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated.

Additionally, each of the Support Shareholders has agreed (i) not to, among other things, sell, assign, transfer, or dispose of any of the Quality Gold Company Shares they hold, (ii) to repay in full, at or prior to the Effective Time, any indebtedness owed by such Support Shareholder to any Quality Gold Company and their respective subsidiaries and (iii) indemnify the Quality Gold Companies and their respective subsidiaries for certain tax liabilities, if incurred.

Each Support Shareholder has also agreed to terminate all agreements between itself or any of its affiliates and any of the Quality Gold Companies and their respective subsidiaries, subject to certain exceptions.

Sponsor Support and Waiver Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Quality Gold entered into the Sponsor Support and Waiver Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to vote all of its shares of Tastemaker Class A Common Stock and Class B common stock, par value $0.0001 per share, of Tastemaker (together with the Tastemaker Class A Common Stock, the “Tastemaker Common Stock”) (a) in favor of the approval and adoption of the Business Combination Agreement and other transaction documents, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement, and (c) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent or materially delay the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated.

Immediately upon the occurrence of Effective Time, (i) the Sponsor will automatically forfeit up to 2,070,000 shares of New Parent Common Stock, and such shares will be cancelled and no longer outstanding and (ii) 2,070,000 shares of New Parent Common Stock issuable to the Sponsor will be subjected to certain restrictions pending the achievement of certain price targets or other triggers pursuant

22

TASTEMAKER ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER  30, 2022

(UNAUDITED)

to the Business Combination Agreement. For more information about the Sponsor’s right to receive the Deferred Sponsor Shares, see the section entitled “Consideration—Forfeiture and Deferral of New Parent Equity.” The number of forfeited shares of New Parent Common Stock described in clause (i) of the preceding sentence will be reduced by (i) the number of shares of Tastemaker Common Stock and (ii) one-third of the number of Tastemaker private placement warrants, in each case, that are transferred by the Sponsor or its affiliates to facilitate any private placement of equity securities of Tastemaker or New Parent, any non-redemption agreement, or any similar arrangement, in each case, approved by the Quality Gold Companies. In addition, the Sponsor has agreed, immediately following the Effective Time, to transfer 2,610,000 private placement warrants of New Parent to the equityholders of the Quality Gold Companies, in accordance with the Allocation Schedule, for no consideration.

As contemplated by the Business Combination Agreement, New Parent will enter into the Registration Rights and Lock-Up Agreement at the closing of the Business Combination. Additionally, effective as of the closing of the Business Combination, Tastemaker, New Parent, and Continental Stock & Trust Company, as warrant agent, will enter into the Warrant Amendment, which will amend the Warrant Agreement entered into in connection with Tastemaker’s initial public offering.

23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Quarterly Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Quarterly Report under “Item 1 Financial Statements”. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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.

Recent Developments

On October 20, 2022, 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 (“Quality Gold”), QGM, LLC, an Ohio limited liability company (“QGM”), J & M Group Holdings Inc., a Delaware corporation (“J&M”) and L & L Group Holdings, LLC, an Ohio limited liability company (“L&L” and, together with Quality Gold, QGM and J&M, each, a “Quality Gold Company” and, collectively, the “Quality Gold Companies”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) pursuant to which the Company and the Quality Gold Companies will enter into a business combination.

For a more detailed description of the Business Combination Agreement and the transactions contemplated therein, see the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2022.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period from August 10, 2020 (inception) through September 30, 2022 were formation and operational activities, and since the closing of the Initial Public Offering, 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.

24

For the three months ended September 30, 2022, we had net loss of $769,128, which resulted primarily from an gain on investments held in Trust Account of $1,415,358, interest income of $2, and a change in fair value of convertible promissory note - related party of $17,200, partially offset by a loss on change in fair value of warrant liabilities for $450,000, income tax expense of $286,673, and a loss from operations for $1,465,015.

For the three months ended September 30, 2021, we had a net loss 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, offset by a loss from operations of $351,067.

For the nine months ended September 30, 2022, we had a net income of $8,480,988, which primarily resulted from a gain in the change in fair value of warrant liabilities of $9,000,000, an gain on investments held in the trust account for $1,833,426, a gain in the change in fair value of the convertible promissory note to a related party for $33,400, and interest income of $3, partially offset by a loss from operations for $2,078,120 and income tax expense of $307,721.

For the nine months ended September 30, 2021, we had a net income of $5,558,941, which primarily resulted from a gain in the change in fair value of warrant liabilities of $6,975,006, an gain on investments held in the trust account for $20,871, interested income of $32,368, partially offset by a loss from operations for $1,469,304.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

Liquidity and Capital Resources

On January 12, 2021, we consummated an initial public offering of 27,600,000 units, including 3,600,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full, 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 private placement warrants to the Sponsor 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, 2022, net cash used in operating activities was $610,156, which was primarily due to change in fair value of warrant liabilities of $9,000,000, and an gain on investments held in the Trust Account of $1,833,426, offset by net income of $8,480,988, changes in operating assets and liabilities of $1,775,682, and a change in fair value of convertible promissory note - related party of $33,400.

For the nine months ended September 30, 2021, net cash used in operating activities was $901,635, which was primarily due to change in fair value of warrant liabilities of $6,975,006, gain on investments held in Trust Account of $20,871, interest income on investments held in Trust Account of $32,343, changes in operating assets and liabilities of $168,983, offset by net income of $5,558,941, and expensed offering costs on issuance of Public Warrants of $736,627.

For the nine months ended September 30, 2022, net cash provided by investing activities was $128,748, which resulted from proceeds from the trust account to pay for franchise taxes.

Net cash used in investing activities for the nine months ended September 30, 2021 was $278,760,000 which was a result of a cash deposited into the Trust Account.

For the nine months ended September 30, 2022, net cash provided from financing activities was $520,000 which was a result of proceeds from convertible promissory notes.

Net cash provided by financing activities for the nine months ended September 30, 2021 was $279,970,523 was comprised of $270,480,000 in proceeds from initial public offering, net of underwriter’s discount paid, $8,700,000 for proceeds from the sale of

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private placement warrants, $1,352,400 for reimbursed offering costs partially offset by $366,877 in offering costs paid and repayment of promissory note for $195,000.

As of September 30, 2022 and December 31, 2021, we had cash of $219,812 and $181,220 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. On March 22, 2022, we entered the March Sponsor Working Capital Loan in the amount of $150,000, pursuant to which the Company received proceeds of $150,000. The March Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial business combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the Promissory Note may be convertible into warrants at the option of the Sponsor at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Further, on July 21, 2022, we entered into the July Sponsor Working Capital Loan in the amount of $375,000. The July Sponsor Working Capital Loan matures on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. The promissory note in connection with the July Sponsor Working Capital Loan is convertible into warrants at $1.00 per warrant on terms identical to those of the Private Placement Warrants. On July 21, 2022, we drew $370,000 from the July Sponsor Working Capital Loan, which has not yet been repaid as of September 30, 2022.

We anticipate that the cash held outside of the Trust Account as of September 30, 2022, 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 an initial 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 our ability to continue as a going concern from the date that the financial statements are released to January 12, 2023, the date at which the Company must complete an initial business combination, which is less than one year from the issuance of the financial statements. If an initial business combination is not consummated by January 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. There is no assurance that our plans to consummate the initial 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, 2022 and December 31, 2021.

Contractual Obligations

Registration Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of the 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.

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Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the initial public offering, to pay the Sponsor a total of $10,000 per month for secretarial and administrative support. Upon completion of the business combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company incurred expenses of $30,000 and $90,000 under this agreement.

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 and purchased 3,600,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $36,000,000 to the Company.

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 an initial business combination, subject to the terms of the underwriting agreement.

Convertible Note - Related Party

On March 22, 2022, the Company entered into a working capital loan with the Sponsor (the “March Sponsor Working Capital Loan”) in the amount of $150,000, pursuant to which the Company received proceeds of $150,000. The March Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial business combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the promissory note may be convertible into warrants at the option of the Sponsor at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022, the total amount drawn on the March Sponsor Working Capital Loan was $150,000.

On July 21, 2022, the Company the Company entered into a separate working capital loan with the Sponsor (the “July Sponsor Working Capital Loan,” together with the March Sponsor Working Capital Loan, the “Sponsor Working Capital Loans”) in the amount of $375,000. The July Sponsor Working Capital Loan matures on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. The promissory note in connection with the July Sponsor Working Capital Loan is convertible into warrants at $1.00 per warrant on terms identical to those of the Private Placement Warrants. On July 21, 2022, the Company drew $370,000 from the promissory note, which has not yet been repaid as of September 30, 2022.

The fair value option was elected (see Note 9) and, as such, the fair value of both of the Sponsor Working Capital Loans is shown on the balance sheet as $41,200.

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:

Convertible Promissory Note - Related Party

The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

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Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of September 30, 2022 and December 31, 2021, the Company estimated the fair value of the warrant derivative liabilities to be $2,250,000 and $11,250,000, respectively.

Common stock subject to possible redemption

All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

Net Income Per Common Share

Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income shared pro rata between Class A and Class B common stock.

As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the initial 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.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not applicable as we are a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed

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to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer (together, the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Certifying Officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2022, due to the Company’s restatement of its January 12, 2021, March 31, 2021, and June 30, 2021 financial statements relating to the accounting for complex financial instruments, the inaccurate reporting of period end accruals on the Company’s June 30, 2022 financial statements, and inaccurate reporting of complex financial instruments on the Company’s September 30, 2022 financial statements.

Management concluded that material weaknesses in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and the recording of accruals. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management has implemented remediation steps to address the material weaknesses as described below and to improve our internal control over financial reporting. Specifically, we enhanced the supervisory review of accounting procedures in the financial reporting area described below and expanded and improved our review process for complex securities and related accounting standards and period end review and reporting of accruals. As of September 30, 2022, the material weaknesses had not been remediated.

In light of the restatement of our financial statements as described above, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

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ITEM 1A. RISK FACTORS

As of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Registration Statement on Form S-1 initially filed with the SEC on October 2, 2020, as amended, and declared effective on January 7, 2021 (File No. 333-249278) (the “Registration Statement”), (ii) Annual Reports on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 25, 2022, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, March 31, 2022, and June 30, 2022, as filed with the SEC on May 17, 2021, May 17, 2022, August 15, 2022, respectively. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares in connection with an initial business combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”)  was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an initial business combination and in our ability to complete an initial business combination.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash items until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account as cash items until the earlier of the consummation of our initial business combination or the liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In the event that we may be deemed to be an investment company, we may be required to liquidate the Company.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 25, 2022. There has been no material change in the planned use of proceeds from the Company’s Initial Public Offering and Private Placement as described in the Registration Statement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.	Description of Exhibit
2.1	Business Combination Agreement, dated as of October 20, 2022, by and among Tastemaker Acquisition Corp., Quality Gold Holdings, Inc., Tastemaker Merger Sub, Inc., QGM Merger Sub, Inc., J&M Merger Sub, Inc., L&L Merger Sub, Inc., Quality Gold Merger Sub, Inc., Quality Gold, Inc., QGM, LLC, J & M Group Holdings Inc. and L & L Group Holdings, LLC. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on October 21, 2022).
10.1	Support Agreement, dated as of October 20, 2022, by and among Tastemaker Acquisition Corp., Michael Langhammer, Jason Langhammer and the other parties thereto (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on October 21, 2022).
10.2	Sponsor Support and Waiver Letter Agreement, dated as of October 20, 2022, by and among Tastemaker Sponsor LLC and Quality Gold, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on October 21, 2022).
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.3	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document.*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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, thereunto duly authorized.

	Tastemaker Acquisition Corp.
Date: November 10, 2022	By:	/s/ David Pace
		Name: David Pace
		Title: Co-Chief Executive Officer (Principal Executive Officer)
Date: November 10, 2022	By:	/s/ Andrew Pforzheimer
		Name: Andrew Pforzheimer
		Title: Co-Chief Executive Officer (Principal Executive Officer)
Date: November 10, 2022	By:	/s/ Christopher Bradley
		Name: Christopher Bradley
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Pace, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tastemaker Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

9
Date: November 10, 2022
	By:	/s/ David Pace
		David Pace
		Co-Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) UNDER

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Pforzheimer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tastemaker Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2022
	By:	/s/ Andrew Pforzheimer
		Andrew Pforzheimer
		Co-Chief Executive Officer
		(Principal Executive Officer)

EX-31.3

Exhibit 31.3

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Bradley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tastemaker Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2022
	By:	/s/ Christopher Bradley
		Christopher Bradley
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tastemaker Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, David Pace, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 10, 2022
	By:	/s/ David Pace
		David Pace
		Co-Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tastemaker Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Andrew Pforzheimer, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 10, 2022
	By:	/s/ Andrew Pforzheimer
		Andrew Pforzheimer
		Co-Chief Executive Officer
		(Principal Executive Officer)

EX-32.3

Exhibit 32.3

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tastemaker Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher Bradley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 10, 2022
	By:	/s/ Christopher Bradley
		Christopher Bradley
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TASTEMAKER ACQUISITION CORP.
Entity Central Index Key	0001821606
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	501 Madison Avenue, Floor 12
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	616-9600
Entity File Number	001-39858
Entity Tax Identification Number	85-2478126
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share ofClass A Common Stock and one-halfof one Redeemable Warrant
Trading Symbol	TMKRU
Security Exchange Name	NASDAQ
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value$0.0001 per share
Trading Symbol	TMKR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for oneshare of Class A Common Stock for$11.50 per share
Trading Symbol	TMKRW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 219,812	$ 181,220
Prepaid expenses and other	86,008	259,396
Total current assets	305,820	440,616
Investments held in Trust Account	280,524,996	278,820,318
Total Assets	280,830,816	279,260,934
Current liabilities:
Accounts payable	16,594	13,474
Income tax payable	307,721
Franchise tax payable	149,589	137,049
Accrued expenses	1,457,263	178,350
Convertible promissory note - related party	41,200
Total current liabilities	1,972,367	328,873
Deferred underwriting fee payable	10,350,000	10,350,000
Warrant liabilities	2,250,000	11,250,000
Total liabilities	14,572,367	21,928,873
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(13,638,252)	(21,428,629)
Total Stockholders' Deficit	(13,637,562)	(21,427,939)
Total Liabilities and Stockholders' Deficit	280,830,816	279,260,934
Common class A subject to redemption
Current liabilities:
Class A common stock, $0.0001 par value, subject to possible redemption; 27,600,000 shares at redemption value at September 30, 2022 and December 31, 2021	279,896,011	278,760,000
Class B Common Stock
Stockholders' Deficit:
Common Stock Value	$ 690	$ 690

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Temporary equity shares outstanding	27,600,000	27,600,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	27,600,000	27,600,000
Common stock, shares outstanding	27,600,000	27,600,000
Common class A subject to redemption
Temporary equity par value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	27,600,000	27,600,000
Common Class A Not Subject To Redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 1,414,604	$ 285,056	$ 1,928,331	$ 567,759
Franchise tax expense	50,411	66,011	149,789	164,918
Expensed offering costs				736,627
Loss from operations	(1,465,015)	(351,067)	(2,078,120)	(1,469,304)
Gain from investments held in Trust Account	1,415,358		1,833,426	20,871
Interest Income	2	7,190	3	32,368
Change in fair value of warrant liabilities	(450,000)	2,112,000	9,000,000	6,975,006
Change in fair value of convertible promissory note - related party	17,200		33,400
Loss (income) before income taxes	(482,455)	1,768,123	8,788,709	5,558,941
Income tax expense	(286,673)		(307,721)
Net Loss (income)	$ (769,128)	$ 1,768,123	$ 8,480,988	$ 5,558,941
Class A Common Stock
Basic weighted average shares outstanding	27,600,000	27,600,000	27,600,000	26,386,813
Diluted weighted average shares outstanding	27,600,000	27,600,000	27,600,000	26,386,813
Basic net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Diluted net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Class B Common Stock
Basic weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,863,736
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,863,736
Basic net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Diluted net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance beginning at Dec. 31, 2020	$ 690	$ 24,310	$ (106,670)	$ (81,670)
Balance beginning (in shares) at Dec. 31, 2020	6,900,000
Excess of cash received over fair value of private placement warrants		348,000		348,000
Accretion of Class A common stock to redemption amount		(372,310)	(29,956,516)	(30,328,826)
Net income			7,723,757	7,723,757
Balance ending at Mar. 31, 2021	$ 690		(22,339,429)	(22,338,739)
Balance ending (in shares) at Mar. 31, 2021	6,900,000
Balance beginning at Dec. 31, 2020	$ 690	24,310	(106,670)	(81,670)
Balance beginning (in shares) at Dec. 31, 2020	6,900,000
Net income				5,558,941
Balance ending at Sep. 30, 2021	$ 690		(24,504,245)	(24,503,555)
Balance ending (in shares) at Sep. 30, 2021	6,900,000
Balance beginning at Dec. 31, 2020	$ 690	24,310	(106,670)	(81,670)
Balance beginning (in shares) at Dec. 31, 2020	6,900,000
Balance ending at Dec. 31, 2021	$ 690		(21,428,629)	(21,427,939)
Balance ending (in shares) at Dec. 31, 2021	6,900,000
Balance beginning at Mar. 31, 2021	$ 690		(22,339,429)	(22,338,739)
Balance beginning (in shares) at Mar. 31, 2021	6,900,000
Net income			(3,932,939)	(3,932,939)
Balance ending at Jun. 30, 2021	$ 690		(26,272,368)	(26,271,678)
Balance ending (in shares) at Jun. 30, 2021	6,900,000
Net income			1,768,123	1,768,123
Balance ending at Sep. 30, 2021	$ 690		(24,504,245)	(24,503,555)
Balance ending (in shares) at Sep. 30, 2021	6,900,000
Balance beginning at Dec. 31, 2021	$ 690		(21,428,629)	(21,427,939)
Balance beginning (in shares) at Dec. 31, 2021	6,900,000
Proceeds received in excess of initial fair value of convertible promissory note - related		115,100		115,100
Net income			5,944,018	5,944,018
Balance ending at Mar. 31, 2022	$ 690	115,100	(15,484,611)	(15,368,821)
Balance ending (in shares) at Mar. 31, 2022	6,900,000
Balance beginning at Dec. 31, 2021	$ 690		(21,428,629)	(21,427,939)
Balance beginning (in shares) at Dec. 31, 2021	6,900,000
Net income				8,480,988
Balance ending at Sep. 30, 2022	$ 690		(13,638,252)	(13,637,562)
Balance ending (in shares) at Sep. 30, 2022	6,900,000
Balance beginning at Mar. 31, 2022	$ 690	115,100	(15,484,611)	(15,368,821)
Balance beginning (in shares) at Mar. 31, 2022	6,900,000
Net income			3,306,098	3,306,098
Balance ending at Jun. 30, 2022	$ 690	115,100	(12,178,513)	(12,062,723)
Balance ending (in shares) at Jun. 30, 2022	6,900,000
Remeasurement of Class A common stock to redemption amount		(445,400)	(690,611)	(1,136,011)
Proceeds received in excess of initial fair value of convertible promissory note - related		$ 330,300		330,300
Net income			(769,128)	(769,128)
Balance ending at Sep. 30, 2022	$ 690		$ (13,638,252)	$ (13,637,562)
Balance ending (in shares) at Sep. 30, 2022	6,900,000

XML

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended				9 Months Ended		17 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ (769,128)	$ 5,944,018	$ 1,768,123	$ 7,723,757	$ 8,480,988	$ 5,558,941
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of convertible promissory note - related party	(17,200)				(33,400)
Expensed offering costs on issuance of Public Warrants						736,627
Gain on investments held in Trust Account	(1,415,358)				(1,833,426)	(20,871)
Interest income on investments held in Trust Account						(32,343)
Change in fair value of warrant liabilities	450,000		(2,112,000)		(9,000,000)	(6,975,006)
Changes in operating assets and liabilities:
Prepaid expenses					173,388	(325,909)
Accounts payable					3,120	25,000
Income tax payable					307,721
Franchise tax payable					12,540	38,926
Accrued expenses					1,278,913	93,000
Net cash used in operating activities					(610,156)	(901,635)
Cash Flows from Investing Activities:
Cash deposited in Trust Account						(278,760,000)
Proceeds from Trust Account for payment of franchise taxes					128,748
Net cash provided by (used in) investing activities					128,748	(278,760,000)
Cash Flows from Financing Activities:
Repayment of promissory note						(195,000)
Proceeds from Initial Public Offering, net of underwriter's discount paid						270,480,000
Proceeds from sale of Private Placement Warrants						8,700,000
Proceeds from convertible promissory note - related party					520,000
Reimbursed offering costs						1,352,400
Offering costs paid						(366,877)
Net cash provided by financing activities					520,000	279,970,523
Net change in cash					38,592	308,888
Cash - beginning of period		$ 181,220		$ 18,716	181,220	18,716
Cash - end of period	219,812		327,604		219,812	327,604	$ 181,220
Supplemental disclosure of noncash investing and financing activities:
Excess of cash received over fair value of convertible promissory note - related party					445,400
Remeasurement of Class A common stock subject to possible redemption at redemption value					1,136,011
Accretion of Class A common stock subject to possible redemption at IPO date						30,328,826
Deferred underwriting fee payable	$ 10,350,000		$ 10,350,000		$ 10,350,000	10,350,000	$ 10,350,000
Reclassification of deferred offering costs to equity upon completion of the initial public offering						$ 172,970

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Tastemaker Acquisition Corp. (the “Company” or “Tastemaker”) is a blank check company incorporated in Delaware on August 10, 2020. The Company was 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 (an “initial business combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating an initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity from August 10, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a Trust Account from the proceeds derived from the Initial Public Offering, and potential gains from changes in the fair value of warrant liabilities and convertible promissory notes.

The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $276,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 Private Placement Warrants (as defined in Note 4)  in the Private Placement (as defined in Note 4) at a price of $1.00 per Private Placement Warrant to Tastemaker Sponsor, LLC (the “Sponsor”) generating gross proceeds of $8,700,000, which is described in Note 4.

Following the closing of the Initial Public Offering on January 12, 2021, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the exercise of the underwriters’ over-allotment option in full, and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination or (ii) the distribution of the funds in the Trust Account.

Transaction costs related to the issuances described above amounted to $15,057,447, consisting of $5,520,000 of cash underwriting fees, $10,350,000 of deferred underwriting fees, and $539,847 of other offering costs, partially offset by reimbursed offering costs of $1,352,400. In addition, at September 30, 2022 and December 31, 2021, $219,812 and $181,220 of cash was held outside of the Trust Account and is available for working capital purposes, respectively.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a. The Company must complete an initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a stockholder

meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with the initial business combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of an initial business combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the initial business combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, stockholder approval of the initial business combination is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an initial business combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial business combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed initial business combination or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial business combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of Public Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial business combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial business combination.

The Company will have until January 12, 2023 to complete an initial business combination (the “Combination Period”). If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete an initial business combination within in the Combination Period and,

in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

Indemnity

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of September 30, 2022, the Company had $219,812 in cash held outside of the Trust Account and a working capital deficit of $1,666,547.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 6). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity was and will be satisfied through the net proceeds from the Private Placement held outside of the Trust Account and proceeds from the Sponsor Working Capital Loans (as defined in Note 5).

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an initial business combination or for at least one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination.

Going Concern Consideration

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2022, will be not sufficient to allow the Company to operate until January 12, 2023, the date at which the Company must complete an initial business combination, which is less than one year from the issuance of the financial statements. If an initial business combination is not consummated by January 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through the initial business combination as discussed above. There is no assurance that the Company’s plans to consummate an initial 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.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company may ultimately consummate an initial business combination, may be materially adversely affected.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 25, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. More significant accounting estimates included in the financial statements include the determination of the fair value of warrant liabilities, and the fair value of the Company’s related party loans, both of which are described below.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), the recurring valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the Sponsor Working Capital Loans (as defined in Note 5) require management to exercise significant judgement in its estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $219,812 and $181,220, respectively.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Convertible Promissory Note - Related Party

The Company accounts for the convertible promissory notes under ASC Topic 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

Class A Common Stock Subject to Possible Redemption

All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

As of September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(13,248,006)
Issuance costs allocated to Class A common stock		(14,320,820)
Plus:
Remeasurement of carrying value to redemption value		30,328,826
Class A common stock subject to possible redemption as of December 31, 2021		278,760,000
Plus:
Remeasurement of carrying value to redemption value		1,136,011
Class A common stock subject to possible redemption as of September 30, 2022	$	279,896,011

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,057,446 as a result of the Initial Public Offering (consisting of $5,520,000 of cash underwriting discounts, $10,350,000 of deferred underwriting discounts, and $539,846 of other offering costs). The Company was reimbursed $1,352,400 for offering costs by the underwriters. As such, the Company recorded $14,320,820 of offering costs as a reduction of equity in connection with the shares of Class A common stock included in the Units. The Company immediately expensed $736,627 of offering costs in connection with the Public Warrants (as defined in Note 3) included in the Units that were classified as liabilities.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the initial and subsequent fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The subsequent measurement of the fair value of the Public Warrants was measured using quoted market prices (see Note 9).

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was (59.4)% and 3.5%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 0% and 0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of convertible promissory notes and warrant liabilities and derivative asset - forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make

a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation.

Net Income (loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income shared pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 22,500,000 shares in the calculation of diluted income (loss) per share, or the effects of the convertible promissory note since the exercise of the warrants and conversion of the promissory note is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Three Months				For the Three Months				For the Nine Months				For the Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss)	$	(615,303)	$	(153,825)	$	1,414,498	$	353,625	$	6,784,790	$	1,696,198	$	4,411,438	$	1,147,503
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000		26,386,813		6,863,736
Basic and diluted net income (loss) per share	$	(0.02)	$	(0.02)	$	0.05	$	0.05	$	0.25	$	0.25	$	0.17	$	0.17

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2022

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000, at $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

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PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2022

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 warrants at a price of $1.00 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor (the “Private Placement”), generating gross proceeds of $8,700,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On August 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). In January 2021, the Company effected a 1:1.20 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock issued and outstanding. Effective upon consummation of the Initial Public Offering, the Sponsor collectively owns, on an as-converted basis, 20% of the Company’s issued and outstanding shares.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of an initial business combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after an initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as

adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 after the initial business combination or (ii) if the Company consummates a transaction after the initial business combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Promissory Note - Related Party

On August 10, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $195,000 was repaid at the closing of the Initial Public Offering on January 12, 2021.

Related Party Loans

In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (the “Sponsor Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Sponsor Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Sponsor Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. Except for the foregoing, the terms of such Sponsor Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Sponsor Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Sponsor Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

On March 22, 2022, the Company entered into a working capital loan with the Sponsor (the “March Sponsor Working Capital Loan”) in the amount of $150,000, pursuant to which the Company received proceeds of $150,000. The March Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial business combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the promissory note may be convertible into warrants at the option of the Sponsor at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022, the total amount drawn on the March Sponsor Working Capital Loan was $150,000.

On July 21, 2022, the Company entered into a separate working capital loan with the Sponsor (the “July Sponsor Working Capital Loan,” together with the March Sponsor Working Capital Loan, the “Sponsor Working Capital Loans”) in the amount of $375,000. The July Sponsor Working Capital Loan matures on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. The promissory note in connection with the July Sponsor Working Capital Loan is convertible into warrants at $1.00 per warrant on terms identical to those of the Private Placement Warrants. On July 21, 2022, the Company drew $370,000 from the July Sponsor Working Capital Loan, which has not yet been repaid as of September 30, 2022.

The fair value option was elected (see Note 9) and, as such, the fair value of the Sponsor Working Capital Loans is shown on the balance sheet as $41,200.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended September 30, 2022 and September 30, 2021, the Company incurred expenses of $30,000 and $30,000, respectively. During the nine months ended September 30, 2022 and September 30, 2021, the Company incurred expenses of $90,000 and $78,000, respectively. These expenses are recorded in Accrued expenses in the balance sheets.

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COMMITMENTS

9 Months Ended

Sep. 30, 2022

COMMITMENTS

COMMITMENTS

NOTE 6. COMMITMENTS

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 an initial 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 and purchased 3,600,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $36,000,000 to the Company.

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 an initial business combination, subject to the terms of the underwriting agreement.

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REDEEMABLE WARRANTS

9 Months Ended

Sep. 30, 2022

REDEEMABLE WARRANTS

REDEEMABLE WARRANTS

NOTE 7. REDEEMABLE WARRANTS

Each whole redeemable warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The redeemable warrants will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the Initial Public Offering. Each whole redeemable warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the initial business combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial business combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain the

effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the initial business combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial business combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the initial business combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its initial business combination.

At September 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants and 8,700,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 8. STOCKHOLDERS’ DEFICIT

Preferred stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 27,600,000 shares of Class A common stock issued and outstanding, including 27,600,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 6,900,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Prior to an initial business combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that

additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial business combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	280,524,996	$	280,524,996	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	1,380,000	$	1,380,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	870,000	$	—	$	870,000	$	—
Convertible promissory note - related party	$	41,200	$	—	$	—	$	41,200

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	278,820,318	$	278,820,318	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	6,900,000	$	6,900,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,350,000	$	—	$	4,350,000	$	—

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker TMKRW. The quoted price of the Public Warrants was $0.10 and $0.50 per warrant as of September 30, 2022 and December 31, 2021, respectively.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. As of September 30, 2022 and December 31, 2021, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the three and nine months ended September 30, 2022.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:

	At January 12, 2021
	(Initial Measurement)
Stock price	$	10.00
Strike price	$	11.50
Probability of completing an initial business combination		90.0	%
Expected life of the option to convert (in years)		6.6
Volatility		4.0% pre-merger / 30.0% post-merger
Risk-free rate		0.8	%
Fair value of warrants	$	0.96

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

	As of September 30,			As of December 31,			As of September 30,
	2021			2021			2022
Stock price		9.86		$	9.89		$	9.97
Strike price		11.50		$	11.50		$	11.50
Probability of completing an initial business combination		100.0	%		100.0	%		8.0	%
Dividend yield		—	%		—	%		—	%
Remaining term (in years)		5.9			5.6			5.3
Volatility		10.5	%		8.7	%		10.0	%
Risk-free rate		1.1	%		1.3	%		4.1	%
Fair value of warrants	$	0.65		$	0.50		$	0.10

The convertible promissory notes - related party were valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair values of the convertible promissory notes - related party were based on the following significant inputs:

	As of March 2, 2022			As of March 25, 2022			As of July 21, 2022			As of
	(Initial Measurement)			(Initial Measurement)			(Initial Measurement)			September 30, 2022
Warrant price	$	0.22		$	0.23		$	0.14		$	0.10
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Expected term		0.45			0.38			0.48			0.28
Warrant volatility		79.0	%		77.0	%		152.9	%		302.9	%
Risk free rate		0.6	%		0.8	%		2.9	%		3.4	%
Discount rate		3.91	%		4.96	%		6.44	%		9.00	%
Probability of completing an initial business combination		25.0	%		21.0	%		11.0	%		8.0	%
Fair value convertible promissory note - related party	$	24,600		$	10,300		$	39,700		$	41,200

The Company recognized a gain on the change in fair value of the initial convertible promissory note - related party of $17,200 and $33,400 in the condensed statement of operations for the three and nine months ended September 30, 2022, respectively.

The following tables present the changes in the fair value of warrant liabilities:

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2020	$	—	$	—	$	—
Initial measurement at January 12, 2021		8,352,000		13,248,006		21,600,006
Change in valuation inputs or other assumptions		(2,697,000)		(4,278,006)		(6,975,006)
Fair value as of September 30, 2021	$	5,655,000	$	8,970,000	$	14,625,000

The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $2,112,000 and $6,975,006 within the change in fair value of warrant liabilities in the condensed statements of operating during the three and nine months ended September 30, 2021, respectively.

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2021	$	4,350,000	$	6,900,000	$	11,250,000
Change in valuation inputs or other assumptions		(2,436,000)		(3,864,000)		(6,300,000)
Fair value as of March 31, 2022		1,914,000		3,036,000		4,950,000
Change in valuation inputs or other assumptions		(1,218,000)		(1,932,000)		(3,150,000)
Fair value as of June 30, 2022		696,000		1,104,000		1,800,000
Change in valuation inputs or other assumptions		174,000		276,000		450,000
Fair value as of September 30, 2022	$	870,000	$	1,380,000	$	2,250,000

The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $450,000 and a gain in the change of the fair value of warrant liabilities of $9,000,000 in the condensed statements of operations during the three and nine months ended September 30, 2022, respectively.

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:

Fair value at August 10, 2020 (inception)	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of January 12, 2021		21,600,006
Change in fair value		(8,550,006)
Transfer of Public Warrants to Level 1 measurement		(8,004,000)
Transfer of Private Placement Warrants to Level 2 measurement		(5,046,000)
Fair value at December 31, 2021		—
Initial measurement of draw on convertible promissory note - related party on March 2, 2022		24,600
Initial measurement of draw on convertible promissory note - related party on March 25, 2022		10,300
Change in fair value		(5,400)
Fair value as of March 31, 2022		29,500
Change in fair value		(10,800)
Fair value as of June 30, 2022		18,700
Change in fair value		21,000
Fair value as of July 21, 2022 (Initial Measurement)		39,700
Change in fair value		1,500
Fair value as of September 30, 2022	$	41,200

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Business Combination Agreement

On October 20, 2022, Tastemaker Acquisition Corp., 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”), pursuant to which Tastemaker and the Quality Gold Companies will enter into a business combination. Capitalized terms used in this Note 10 but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Support Agreement

In connection with the execution of the Business Combination Agreement, Tastemaker entered into a Support Agreement with Michael Langhammer, the Michael J. Langhammer Irrevocable Family Trust, the Michelle C. Langhammer Irrevocable Trust, Jason Langhammer, the Jason A. Langhammer Irrevocable Family Trust, and the Langhammer Children Irrevocable Trust (collectively, the “Support Shareholders”). Pursuant to the Support Agreement, each Support Shareholder, as an equityholder of the Quality Gold Companies, agreed, with respect to each Quality Gold Company, to vote at any meeting of the equityholders of such Quality Gold Company, and in any action by written consent of the equityholders of such Company, all of such Support Shareholder’s Quality Gold Company Shares (a) in favor of the approval and adoption of the Business Combination Agreement and related transaction documents, including the Mergers, (b) in favor of any matter reasonably necessary to the consummation of the Business Combination and considered and voted upon by the equityholders of such Quality Gold Company, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the equityholders of such Quality Gold Company at which any of the foregoing matters are submitted for consideration and vote of the equityholders of such Quality Gold Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, delay or adversely affect in any material respects the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated.

Additionally, each of the Support Shareholders has agreed (i) not to, among other things, sell, assign, transfer, or dispose of any of the Quality Gold Company Shares they hold, (ii) to repay in full, at or prior to the Effective Time, any indebtedness owed by such Support Shareholder to any Quality Gold Company and their respective subsidiaries and (iii) indemnify the Quality Gold Companies and their respective subsidiaries for certain tax liabilities, if incurred.

Each Support Shareholder has also agreed to terminate all agreements between itself or any of its affiliates and any of the Quality Gold Companies and their respective subsidiaries, subject to certain exceptions.

Sponsor Support and Waiver Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Quality Gold entered into the Sponsor Support and Waiver Letter Agreement with the Sponsor, pursuant to which the Sponsor has agreed to vote all of its shares of Tastemaker Class A Common Stock and Class B common stock, par value $0.0001 per share, of Tastemaker (together with the Tastemaker Class A Common Stock, the “Tastemaker Common Stock”) (a) in favor of the approval and adoption of the Business Combination Agreement and other transaction documents, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement, and (c) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent or materially delay the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated.

Immediately upon the occurrence of Effective Time, (i) the Sponsor will automatically forfeit up to 2,070,000 shares of New Parent Common Stock, and such shares will be cancelled and no longer outstanding and (ii) 2,070,000 shares of New Parent Common Stock issuable to the Sponsor will be subjected to certain restrictions pending the achievement of certain price targets or other triggers pursuant

to the Business Combination Agreement. For more information about the Sponsor’s right to receive the Deferred Sponsor Shares, see the section entitled “Consideration—Forfeiture and Deferral of New Parent Equity.” The number of forfeited shares of New Parent Common Stock described in clause (i) of the preceding sentence will be reduced by (i) the number of shares of Tastemaker Common Stock and (ii) one-third of the number of Tastemaker private placement warrants, in each case, that are transferred by the Sponsor or its affiliates to facilitate any private placement of equity securities of Tastemaker or New Parent, any non-redemption agreement, or any similar arrangement, in each case, approved by the Quality Gold Companies. In addition, the Sponsor has agreed, immediately following the Effective Time, to transfer 2,610,000 private placement warrants of New Parent to the equityholders of the Quality Gold Companies, in accordance with the Allocation Schedule, for no consideration.

As contemplated by the Business Combination Agreement, New Parent will enter into the Registration Rights and Lock-Up Agreement at the closing of the Business Combination. Additionally, effective as of the closing of the Business Combination, Tastemaker, New Parent, and Continental Stock & Trust Company, as warrant agent, will enter into the Warrant Amendment, which will amend the Warrant Agreement entered into in connection with Tastemaker’s initial public offering.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 25, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. More significant accounting estimates included in the financial statements include the determination of the fair value of warrant liabilities, and the fair value of the Company’s related party loans, both of which are described below.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), the recurring valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the Sponsor Working Capital Loans (as defined in Note 5) require management to exercise significant judgement in its estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $219,812 and $181,220, respectively.

Investments Held In Trust Account

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Convertible Promissory Note-Related Party

Convertible Promissory Note - Related Party

The Company accounts for the convertible promissory notes under ASC Topic 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

As of September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(13,248,006)
Issuance costs allocated to Class A common stock		(14,320,820)
Plus:
Remeasurement of carrying value to redemption value		30,328,826
Class A common stock subject to possible redemption as of December 31, 2021		278,760,000
Plus:
Remeasurement of carrying value to redemption value		1,136,011
Class A common stock subject to possible redemption as of September 30, 2022	$	279,896,011

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $15,057,446 as a result of the Initial Public Offering (consisting of $5,520,000 of cash underwriting discounts, $10,350,000 of deferred underwriting discounts, and $539,846 of other offering costs). The Company was reimbursed $1,352,400 for offering costs by the underwriters. As such, the Company recorded $14,320,820 of offering costs as a reduction of equity in connection with the shares of Class A common stock included in the Units. The Company immediately expensed $736,627 of offering costs in connection with the Public Warrants (as defined in Note 3) included in the Units that were classified as liabilities.

Warrant Liabilities

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the initial and subsequent fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The subsequent measurement of the fair value of the Public Warrants was measured using quoted market prices (see Note 9).

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was (59.4)% and 3.5%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 0% and 0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of convertible promissory notes and warrant liabilities and derivative asset - forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and nine months ended September 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make

a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation.

Net Income (Loss) Per Share of Common Stock

Net Income (loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income shared pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 22,500,000 shares in the calculation of diluted income (loss) per share, or the effects of the convertible promissory note since the exercise of the warrants and conversion of the promissory note is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Three Months				For the Three Months				For the Nine Months				For the Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss)	$	(615,303)	$	(153,825)	$	1,414,498	$	353,625	$	6,784,790	$	1,696,198	$	4,411,438	$	1,147,503
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000		26,386,813		6,863,736
Basic and diluted net income (loss) per share	$	(0.02)	$	(0.02)	$	0.05	$	0.05	$	0.25	$	0.25	$	0.17	$	0.17

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of Class A common stock subject to possible redemption

As of September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(13,248,006)
Issuance costs allocated to Class A common stock		(14,320,820)
Plus:
Remeasurement of carrying value to redemption value		30,328,826
Class A common stock subject to possible redemption as of December 31, 2021		278,760,000
Plus:
Remeasurement of carrying value to redemption value		1,136,011
Class A common stock subject to possible redemption as of September 30, 2022	$	279,896,011

Summary of basic and diluted loss per ordinary share

	For the Three Months				For the Three Months				For the Nine Months				For the Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2022				2021				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss)	$	(615,303)	$	(153,825)	$	1,414,498	$	353,625	$	6,784,790	$	1,696,198	$	4,411,438	$	1,147,503
Denominator:
Basic and diluted weighted average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000		27,600,000		6,900,000		26,386,813		6,863,736
Basic and diluted net income (loss) per share	$	(0.02)	$	(0.02)	$	0.05	$	0.05	$	0.25	$	0.25	$	0.17	$	0.17

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value, Balance Sheet Grouping, Financial Statement Captions

Summary of the company's financial assets that are measured at fair value on a recurring basis

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
September 30, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	280,524,996	$	280,524,996	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	1,380,000	$	1,380,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	870,000	$	—	$	870,000	$	—
Convertible promissory note - related party	$	41,200	$	—	$	—	$	41,200

	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	278,820,318	$	278,820,318	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	6,900,000	$	6,900,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,350,000	$	—	$	4,350,000	$	—

Summary of fair value measurement inputs and valuation techniques convertible promissory note related part

The convertible promissory notes - related party were valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair values of the convertible promissory notes - related party were based on the following significant inputs:

	As of March 2, 2022			As of March 25, 2022			As of July 21, 2022			As of
	(Initial Measurement)			(Initial Measurement)			(Initial Measurement)			September 30, 2022
Warrant price	$	0.22		$	0.23		$	0.14		$	0.10
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Expected term		0.45			0.38			0.48			0.28
Warrant volatility		79.0	%		77.0	%		152.9	%		302.9	%
Risk free rate		0.6	%		0.8	%		2.9	%		3.4	%
Discount rate		3.91	%		4.96	%		6.44	%		9.00	%
Probability of completing an initial business combination		25.0	%		21.0	%		11.0	%		8.0	%
Fair value convertible promissory note - related party	$	24,600		$	10,300		$	39,700		$	41,200

Summary of change in the fair value of the derivative warrant liabilities

The following tables present the changes in the fair value of warrant liabilities:

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2020	$	—	$	—	$	—
Initial measurement at January 12, 2021		8,352,000		13,248,006		21,600,006
Change in valuation inputs or other assumptions		(2,697,000)		(4,278,006)		(6,975,006)
Fair value as of September 30, 2021	$	5,655,000	$	8,970,000	$	14,625,000

Summary of change in fair value of warrant liabilities in the condensed statements of operating

The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $2,112,000 and $6,975,006 within the change in fair value of warrant liabilities in the condensed statements of operating during the three and nine months ended September 30, 2021, respectively.

	Private		Public		Warrant
	Placement		Warrants		Liabilities
Fair value as of December 31, 2021	$	4,350,000	$	6,900,000	$	11,250,000
Change in valuation inputs or other assumptions		(2,436,000)		(3,864,000)		(6,300,000)
Fair value as of March 31, 2022		1,914,000		3,036,000		4,950,000
Change in valuation inputs or other assumptions		(1,218,000)		(1,932,000)		(3,150,000)
Fair value as of June 30, 2022		696,000		1,104,000		1,800,000
Change in valuation inputs or other assumptions		174,000		276,000		450,000
Fair value as of September 30, 2022	$	870,000	$	1,380,000	$	2,250,000

The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $450,000 and a gain in the change of the fair value of warrant liabilities of $9,000,000 in the condensed statements of operations during the three and nine months ended September 30, 2022, respectively.

Summary of the changes in the fair value of the Company

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:

Fair value at August 10, 2020 (inception)	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of January 12, 2021		21,600,006
Change in fair value		(8,550,006)
Transfer of Public Warrants to Level 1 measurement		(8,004,000)
Transfer of Private Placement Warrants to Level 2 measurement		(5,046,000)
Fair value at December 31, 2021		—
Initial measurement of draw on convertible promissory note - related party on March 2, 2022		24,600
Initial measurement of draw on convertible promissory note - related party on March 25, 2022		10,300
Change in fair value		(5,400)
Fair value as of March 31, 2022		29,500
Change in fair value		(10,800)
Fair value as of June 30, 2022		18,700
Change in fair value		21,000
Fair value as of July 21, 2022 (Initial Measurement)		39,700
Change in fair value		1,500
Fair value as of September 30, 2022	$	41,200

Public Warrants

Fair Value, Balance Sheet Grouping, Financial Statement Captions

Summary of the significant inputs to the Monte Carlo simulation for the fair value of the public warrants

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:

	At January 12, 2021
	(Initial Measurement)
Stock price	$	10.00
Strike price	$	11.50
Probability of completing an initial business combination		90.0	%
Expected life of the option to convert (in years)		6.6
Volatility		4.0% pre-merger / 30.0% post-merger
Risk-free rate		0.8	%
Fair value of warrants	$	0.96

Private Placement Warrants

Fair Value, Balance Sheet Grouping, Financial Statement Captions

Summary of the significant inputs to the Monte Carlo simulation for the fair value of the public warrants

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

	As of September 30,			As of December 31,			As of September 30,
	2021			2021			2022
Stock price		9.86		$	9.89		$	9.97
Strike price		11.50		$	11.50		$	11.50
Probability of completing an initial business combination		100.0	%		100.0	%		8.0	%
Dividend yield		—	%		—	%		—	%
Remaining term (in years)		5.9			5.6			5.3
Volatility		10.5	%		8.7	%		10.0	%
Risk-free rate		1.1	%		1.3	%		4.1	%
Fair value of warrants	$	0.65		$	0.50		$	0.10

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($)				9 Months Ended	12 Months Ended
	Jan. 12, 2021	Jan. 11, 2021	Jan. 02, 2021	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative
Transaction cost				$ 15,057,447
Cash underwriting discount				5,520,000
Deferred underwriting fee				10,350,000
Other offering costs				539,847
Reimbursement of offering costs				1,352,400
Cash available for working capital purposes				$ 219,812	$ 181,220
Percentage of aggregate fair market value of assets				80.00%
Investment ownership percentage				50.00%
Temporary equity redemption price per share				$ 10.10
Tangible assets required for business combination				$ 5,000,001
Maximum percentage of shares redeemed without prior consent from company				15.00%
Percentage of public shares redeemable on failure to acquire business within specified time				100.00%
Number of months for business combination after initial public offering held in the trust account				24 months
Cash				$ 219,812	$ 181,220
Working capital				1,666,547
Proceeds from related party debt				520,000
Trust Account
Collaborative Arrangement and Arrangement Other than Collaborative
Sale of stock price per share	$ 10.10
Proceeds from issuance of shares	$ 278,760,000
Related party loans
Collaborative Arrangement and Arrangement Other than Collaborative
Proceeds from related party debt				$ 300,000
Founder shares
Collaborative Arrangement and Arrangement Other than Collaborative
Stock issued during period, value, issued for services		$ 25,000
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative
Sale of stock price per share				$ 10.10
Minimum interest on trust deposits eligible to pay dissolution expenses				$ 100,000
IPO
Collaborative Arrangement and Arrangement Other than Collaborative
Number of new stock issued	27,600,000
Proceeds from issuance of Initial public offering	$ 276,000,000
IPO | Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative
Number of new stock issued	27,600,000
Sale of stock price per share	$ 10.00
Proceeds from issuance of Initial public offering	$ 276,000,000
Over-allotment option
Collaborative Arrangement and Arrangement Other than Collaborative
Number of new stock issued	3,600,000			3,600,000
Over-allotment option | Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative
Number of new stock issued	3,600,000
Private Placement Warrants | Sponsor
Collaborative Arrangement and Arrangement Other than Collaborative
Warrants issued during the period	8,700,000		8,700,000
Warrants issued price per warrant	$ 1.00		$ 1.00
Proceeds from warrants issued	$ 8,700,000		$ 8,700,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 12, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Cash		$ 219,812		$ 219,812		$ 181,220
Cash equivalents		$ 0		0		0
Transaction cost				15,057,447
Cash underwriting discount				5,520,000
Deferred underwriting fee				10,350,000
Other offering costs				539,847
Offering costs reimbursed to underwriters				1,352,400
Reduction in equity due to offering costs				$ 14,320,820
Effective income tax rate		(59.40%)	0.00%	3.50%	0.00%
Statutory income tax rate				21.00%
Warrant [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Antidilutive securities excluded from computation of earnings per share amount				22,500,000
Public Warrants
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Offering costs				$ 736,627
IPO
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Stock issued during period, shares, new issues	27,600,000
Common Class A subject to redemption
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Reduction in equity due to offering costs						$ (14,320,820)
Common Class A subject to redemption | IPO
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives
Stock issued during period, shares, new issues	27,600,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Less:
Issuance costs allocated to Class A common stock		$ 14,320,820
Plus:
Remeasurement of Class A common stock to redemption amount	$ 30,328,826
Common Class A subject to redemption
Gross proceeds			$ 276,000,000
Less:
Proceeds allocated to Public Warrants			(13,248,006)
Issuance costs allocated to Class A common stock			(14,320,820)
Plus:
Remeasurement of Class A common stock to redemption amount		1,136,011	30,328,826
Class A common stock subject to possible redemption		$ 279,896,011	$ 278,760,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Loss Per Ordinary Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Common Class A
Numerator:
Net income (loss)	$ (615,303)	$ 1,414,498	$ 6,784,790	$ 4,411,438
Denominator:
Basic weighted average shares outstanding	27,600,000	27,600,000	27,600,000	26,386,813
Diluted weighted average shares outstanding	27,600,000	27,600,000	27,600,000	26,386,813
Basic net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Diluted net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Common Class B [Member]
Numerator:
Net income (loss)	$ (153,825)	$ 353,625	$ 1,696,198	$ 1,147,503
Denominator:
Basic weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,863,736
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,900,000	6,863,736
Basic net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17
Diluted net income (loss) per share	$ (0.02)	$ 0.05	$ 0.25	$ 0.17

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INITIAL PUBLIC OFFERING - Additional Information (Details) - USD ($)			9 Months Ended
	Jan. 12, 2021	Jan. 02, 2021	Sep. 30, 2022	Dec. 31, 2021
Public Warrants
Exercise price of warrants			$ 0.10	$ 0.50
Common Class A
Common stock, par value			$ 0.0001	$ 0.0001
IPO
Number of new stock issued	27,600,000
Share issue price	$ 10.00
Gross proceeds from initial public offering	$ 276,000,000
IPO | Public Warrants
Number of warrants in a unit	0.5
IPO | Common Class A
Number of new stock issued	27,600,000
Gross proceeds from initial public offering	$ 276,000,000
Number of shares in a unit		1
Common stock, par value	$ 0.0001
IPO | Common Class A | Public Warrants
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Number of new stock issued	3,600,000		3,600,000
Share issue price	$ 10.00
Over-allotment option | Common Class A
Number of new stock issued	3,600,000

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PRIVATE PLACEMENT- Additional Information (Details) - Private Placement Warrants - USD ($)	Jan. 12, 2021	Jan. 02, 2021
Sponsor
Class of Stock [Line Items]
Warrants issued during the period	8,700,000	8,700,000
Warrants issued price per warrant	$ 1.00	$ 1.00
Proceeds from warrants issued	$ 8,700,000	$ 8,700,000
Common Class A
Class of Stock [Line Items]
Number of securities called by each warrant		1
Exercise price of warrants		$ 11.50

XML

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Mar. 22, 2022	Jan. 12, 2021	Aug. 10, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 21, 2022
Related Party Transaction
Working capital loan				$ 150,000		$ 150,000
Convertible promissory note - related party				$ 41,200		$ 41,200
Related Party Loan
Related Party Transaction
Sponsor working capital loans								$ 370,000
Working Capital Loans
Related Party Transaction
Debt conversion price per share			$ 1.00
Sponsor
Related Party Transaction
Percentage of founder shares to common stock outstanding after IPO				20.00%		20.00%
Sponsor | Office space secretarial and administrative services
Related Party Transaction
Related party transaction, amounts of transaction		$ 10,000
Sponsor | Administrative Support Agreement | Accounts Payable and Accrued Liabilities
Related Party Transaction
Expenses incurred and paid				$ 30,000	$ 30,000	$ 90,000	$ 78,000
Sponsor | Promissory Note [Member]
Related Party Transaction
Debt conversion price per share	$ 1.00							$ 1.00
Sponsor | Related Party Loan
Related Party Transaction
Debt face amount			$ 195,000
Sponsor | Working Capital Loans
Related Party Transaction
Working capital loan	$ 150,000							$ 375,000
Proceeds from convertible debt	$ 150,000
Maximum | Working Capital Loans
Related Party Transaction
Debt face amount			1,500,000
Maximum | Sponsor | Related Party Loan
Related Party Transaction
Due to related parties			$ 300,000
Debt instrument maturity date			Mar. 31, 2021
Minimum | Sponsor | Related Party Loan
Related Party Transaction
Debt instrument maturity date			Jan. 12, 2021
Class B Common Stock | Founder shares | Sponsor
Related Party Transaction
Stock issued during period, shares, issued for services			5,750,000
Related party transaction, amounts of transaction			$ 25,000
Number of new stock issued			6,900,000
Class A Common Stock | Sponsor
Related Party Transaction
Percentage of founder shares to common stock outstanding after IPO				20.00%		20.00%
Class A Common Stock | Share price equal or exceeds twelve rupees per dollar | Sponsor
Related Party Transaction
Share price				$ 12.00		$ 12.00
Common stock transfers restriction on number of days from the date of business combination						150 days
Class A Common Stock | Maximum | Share price equal or exceeds twelve rupees per dollar | Sponsor
Related Party Transaction
Common stock transfers threshold trading days						30 days
Class A Common Stock | Minimum | Share price equal or exceeds twelve rupees per dollar | Sponsor
Related Party Transaction
Common stock transfers threshold trading days						20 days

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COMMITMENTS - Additional Information (Details) - USD ($)		9 Months Ended
	Jan. 12, 2021	Sep. 30, 2022
Over-Allotment Option
Loss Contingencies
Expiration period for purchase of underwriting options		45 days
Stock issued during period, shares, new issues	3,600,000	3,600,000
Stock repurchased during period, shares	3,600,000
Share issue price	$ 10.00
Proceeds from stock options exercised	$ 36,000,000
Maximum
Loss Contingencies
Under writing discount rate		0.375%
Deferred under writing fees		$ 10,350,000
Minimum
Loss Contingencies
Under writing discount rate		0.20%
Deferred under writing fees		$ 5,520,000

XML

REDEEMABLE WARRANTS - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Share price equal or exceeds Rs 18 per dollar [Member]
Class of Warrant or Right
Class of warrants redemption price per unit	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days
Share price	$ 18.00
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Share Price Equal or Less Rs 9.2 Per dollar [Member]
Class of Warrant or Right
Class of warrant or right minimum notice period for redemption	20 days
Quoted price of warrants	$ 9.20
Class of warrant or right, exercise price adjustment percentage higher of market value	115.00%
Minimum gross proceeds required from issuance of equity	60.00%
Exercise price of warrants	$ 9.20
Common Class A
Class of Warrant or Right
Class of warrant or right, threshold period for exercise from date of closing public offering	15 days
Public Warrants
Class of Warrant or Right
Class of warrant or right redemption threshold consecutive trading days | trading days	30 days
Quoted price of warrants	$ 0.10	$ 0.50
Number of warrants or rights outstanding	13,800,000
Private Placement Warrants
Class of Warrant or Right
Number of days of notice to be given for the redemption of warrants	10 days
Number of warrants or rights outstanding		8,700,000
Redeemable Warrants
Class of Warrant or Right
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months
Redeemable Warrants | Common Class A
Class of Warrant or Right
Quoted price of warrants	$ 11.50

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STOCKHOLDERS' DEFICIT - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Stock
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Sponsor
Class of Stock
Percentage of founder shares to common stock outstanding after IPO	20.00%
Common Class A
Class of Stock
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock voting rights	one vote
Common stock, shares issued	27,600,000	27,600,000
Common stock, shares outstanding	27,600,000	27,600,000
Temporary equity shares outstanding	27,600,000	27,600,000
Common Class A | Sponsor
Class of Stock
Percentage of founder shares to common stock outstanding after IPO	20.00%
Common Class B
Class of Stock
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock voting rights	one vote
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

XML

FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value of transfers between levels	$ 0		$ 0
Change in fair value of warrant liabilities	(450,000)	$ 2,112,000	9,000,000	$ 6,975,006
Convertible Promissory Note Related Party
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Gain on the change in fair value of convertible promissory note - related party	$ 17,200		$ 33,400
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Quoted price of warrants	$ 0.10		$ 0.10		$ 0.50

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FAIR VALUE MEASUREMENTS - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants (Detail)	Sep. 30, 2022 item $ / shares	Dec. 31, 2021 item $ / shares	Sep. 30, 2021 item $ / shares	Jan. 12, 2021 item $ / shares
Public Warrants | Maximum
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				0.300
Public Warrants | Stock price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input | $ / shares				10.00
Public Warrants | Strike price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input | $ / shares				11.50
Public Warrants | Probability of completing an initial business combination
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				0.900
Public Warrants | Remaining term (in years)
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				6.6
Public Warrants | Volatility | Minimum
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				0.040
Public Warrants | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				0.008
Public Warrants | Fair value of warrants
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input				0.96
Private Placement Warrants | Stock price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input | $ / shares	9.97	9.89	9.86
Private Placement Warrants | Strike price
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input | $ / shares	11.50	11.50	11.50
Private Placement Warrants | Probability of completing an initial business combination
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input	0.080	1.000	1.000
Private Placement Warrants | Remaining term (in years)
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input	5.3	5.6	5.9
Private Placement Warrants | Volatility
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input	0.100	0.087	0.105
Private Placement Warrants | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input	0.041	0.013	0.011
Private Placement Warrants | Fair value of warrants
Fair Value Measurement Inputs and Valuation Techniques
Derivative liability, measurement input	0.10	0.50	0.65

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FAIR VALUE MEASUREMENTS - Summary of Warrant Liabilities in Condensed Statements of Operating (Details) - USD ($)	3 Months Ended				9 Months Ended			17 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021
Schedule Of Change In Fair Value Of Warrant Liability In The Condensed Statements Of Operating
Change in valuation inputs or other assumptions	$ (450,000)			$ 2,112,000	$ 9,000,000	$ 6,975,006
Private Placement Warrants
Schedule Of Change In Fair Value Of Warrant Liability In The Condensed Statements Of Operating
Fair value, beginning balance	696,000	$ 1,914,000	$ 4,350,000		4,350,000
Change in valuation inputs or other assumptions	174,000	(1,218,000)	(2,436,000)					$ 8,550,006
Fair value, ending balance	870,000	696,000	1,914,000		870,000			4,350,000
Public Warrants
Schedule Of Change In Fair Value Of Warrant Liability In The Condensed Statements Of Operating
Fair value, beginning balance	1,104,000	3,036,000	6,900,000		6,900,000
Change in valuation inputs or other assumptions	276,000	(1,932,000)	(3,864,000)				$ (4,278,006)
Fair value, ending balance	1,380,000	1,104,000	3,036,000	8,970,000	1,380,000	8,970,000	8,970,000	6,900,000
Warrant Liabilities
Schedule Of Change In Fair Value Of Warrant Liability In The Condensed Statements Of Operating
Fair value, beginning balance	1,800,000	4,950,000	11,250,000		11,250,000
Change in valuation inputs or other assumptions	450,000	(3,150,000)	(6,300,000)				(6,975,006)
Fair value, ending balance	$ 2,250,000	$ 1,800,000	$ 4,950,000	$ 14,625,000	$ 2,250,000	$ 14,625,000	$ 14,625,000	$ 11,250,000

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FAIR VALUE MEASUREMENTS - Summary of the company's financial assets that are measured at fair value on a recurring basis (Detail) - USD ($)	Sep. 30, 2022	Jul. 21, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Money Market investments
Assets
Investments held in Trust Account	$ 280,524,996				$ 278,820,318
Public Warrants
Liabilities
Financial Liabilities Fair Value Disclosure	1,380,000				6,900,000
Private Placement Warrants
Liabilities
Financial Liabilities Fair Value Disclosure	870,000				4,350,000
Convertible Promissory Note Related Party
Liabilities
Financial Liabilities Fair Value Disclosure	41,200	$ 39,700	$ 18,700	$ 29,500
Level 1 | Money Market investments
Assets
Investments held in Trust Account	280,524,996				278,820,318
Level 1 | Public Warrants
Liabilities
Financial Liabilities Fair Value Disclosure	1,380,000				6,900,000
Level 2 | Private Placement Warrants
Liabilities
Financial Liabilities Fair Value Disclosure	870,000				$ 4,350,000
Level 3 | Convertible Promissory Note Related Party
Liabilities
Financial Liabilities Fair Value Disclosure	$ 41,200

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FAIR VALUE MEASUREMENTS - Summary of fair value measurement inputs and valuation techniques convertible promissory note related part (Detail) - Convertible Promissory Note Related Party	Sep. 30, 2022 USD ($) item $ / shares	Jul. 21, 2022 USD ($) item $ / shares	Mar. 25, 2022 USD ($) item $ / shares	Mar. 02, 2022 USD ($) item $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure	0.080	0.110	0.210	0.250
Convertible debt, fair value disclosures | $	$ 41,200	$ 39,700	$ 10,300	$ 24,600
Warrant price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure | $ / shares	0.10	0.14	0.23	0.22
Conversion price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure | $ / shares	1.00	1.00	1.00	1.00
Expected term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure	0.28	0.48	0.38	0.45
Warrant volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure	3.029	1.529	0.770	0.790
Risk free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure	0.034	0.029	0.008	0.006
Discount rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value disclosure	0.0900	0.0644	0.0496	0.0391

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FAIR VALUE MEASUREMENTS - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($)		3 Months Ended				9 Months Ended
	Jan. 12, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities
Change in valuation inputs or other assumptions		$ (450,000)			$ 2,112,000	$ 9,000,000	$ 6,975,006
Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities
Initial measurement at January 12, 2021	$ 8,352,000
Change in valuation inputs or other assumptions								$ (2,697,000)
Fair value, ending balance					5,655,000		5,655,000	5,655,000
Public Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities
Fair value, beginning balance		1,104,000	$ 3,036,000	$ 6,900,000		6,900,000
Initial measurement at January 12, 2021	13,248,006
Change in valuation inputs or other assumptions		276,000	(1,932,000)	(3,864,000)				(4,278,006)
Fair value, ending balance		1,380,000	1,104,000	3,036,000	8,970,000	1,380,000	8,970,000	8,970,000
Warrant Liabilities [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities
Fair value, beginning balance		1,800,000	4,950,000	11,250,000		11,250,000
Initial measurement at January 12, 2021	$ 21,600,006
Change in valuation inputs or other assumptions		450,000	(3,150,000)	(6,300,000)				(6,975,006)
Fair value, ending balance		$ 2,250,000	$ 1,800,000	$ 4,950,000	$ 14,625,000	$ 2,250,000	$ 14,625,000	$ 14,625,000

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FAIR VALUE MEASUREMENTS - Summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value (Detail) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended				9 Months Ended		17 Months Ended
	Jul. 21, 2022	Sep. 30, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value Liabilities Measured On Recurring Basis
Change in fair value			$ 450,000			$ (2,112,000)	$ (9,000,000)	$ (6,975,006)
Convertible Promissory Note Related Party
Fair Value Liabilities Measured On Recurring Basis
Transfer of Private Placement Warrants to Level 2 measurement									$ (5,046,000)
Initial measurement of draw on convertible promissory note - related party on March 2, 2022					$ 24,600
Initial measurement of draw on convertible promissory note - related party on March 25, 2022					10,300
Change in fair value	$ 21,000	$ 1,500		$ (10,800)	(5,400)
Fair value, ending balance	$ 39,700	41,200	41,200	18,700	29,500		41,200
Public Warrants and Private Placement Warrants
Fair Value Liabilities Measured On Recurring Basis
Initial measurement at January 12, 2021									21,600,006
Private Placement [Member]
Fair Value Liabilities Measured On Recurring Basis
Change in fair value			(174,000)	1,218,000	2,436,000				(8,550,006)
Transfer of Public Warrants to Level 1 measurement									(8,004,000)
Fair value, ending balance		$ 870,000	$ 870,000	$ 696,000	$ 1,914,000		$ 870,000		$ 4,350,000

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SUBSEQUENT EVENTS (Details) - $ / shares	Oct. 20, 2022	Sep. 30, 2022	Dec. 31, 2021
Class A Common Stock
Subsequent Event
Common stock, par value		$ 0.0001	$ 0.0001
Class B Common Stock
Subsequent Event
Common stock, par value		$ 0.0001	$ 0.0001
Sponsor | Subsequent event | Common Stock
Subsequent Event
Shares no longer subject to forfeiture	2,070,000
Sponsor | Subsequent event | Private Placement Warrants
Subsequent Event
Number of new stock issued	2,610,000
Sponsor | Subsequent event | Class A Common Stock
Subsequent Event
Common stock, par value	$ 0.0001
Sponsor | Subsequent event | Class B Common Stock
Subsequent Event
Common stock, par value	$ 0.0001