Quality Gold Inc. entered into a definitive agreement to acquire Tastemaker Acquisition Corp. (NasdaqCM:TMKR) from a group of shareholders for approximately $870 million in a reverse merger transaction on October 20, 2022. The aggregate consideration to be paid to the shareholders of the Quality Gold Companies in the deal (the “Merger Consideration”) will consist of up to $35 million (the “Cash Consideration”), 83.1 million newly issued shares of New Parent Common Stock (the “Stock Consideration”) and the Deferred Company Shares, subject to adjustment as described herein. The transaction sets the enterprise value at $989 million with assumed net debt estimated to be approximately $120 million at closing. Existing Quality Gold shareholders will retain 94% stake in the combined company’s pro forma equity. Upon closing of the transaction, the combined company will be named Quality Gold Holdings, Inc. and is expected to be listed on the Nasdaq under the ticker “QGLD.” The combined company will be led by Michael Langhammer, Chief Executive Officer, and Jason Langhammer, Chief Operating Officer. The Boards of Directors of Quality Gold and Tastemaker have unanimously approved the transaction. The transaction, which does not have a minimum cash condition, will require the approval of Tastemaker stockholders, the HSR Act must have expired or terminated, certain third-party consents, approvals and authorizations required to be obtained to consummate the Transactions must have been obtained, the shares of New Parent Common Stock must have been approved for listing on the Nasdaq Stock Market, Registration Statement must have become effective and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. On December 12, 2022, in connection with the business combination the shareholders of Tastemaker Acquisition Corp., approved the extension amendment. The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 12, 2023 on a monthly basis to July 12, 2023. The transaction is expected to close in the first quarter of 2023. As of January 20, 2023, the transaction is expected to occur in the second quarter of 2023. As per filing on January 26, 2023, Quality Gold expects to complete the acquisition in mid-February 2023. Proceeds of the transaction, including the non-redeemed portion of the $279 million cash-in-trust of Tastemaker Acquisition Corp., are expected to strengthen Quality Gold’s strategic growth initiatives.

Stifel is acting as financial advisor and Cowen and Craig-Hallum are acting as capital markets advisors to Tastemaker. RKCA is acting as financial advisor to Quality Gold. Sidney Burke and Stephen Alicanti of DLA Piper LLP (US) and Ellenoff Grossman and Schole are acting as legal advisors to Tastemaker. Patricia M. Plavko of Frost Brown Todd LLC is acting as legal advisor to Quality Gold. Mintzis acting as legal advisor to Stifel, Cowen and Craig-Hallum. Grant Thornton is Quality Gold’s auditor, and Cohn Reznick provided accounting and tax advisory services to Tastemaker. Morrow & Co., LLC acted as information agent and Mark zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Tastemaker.

Quality Gold Inc. cancelled the acquisition of Tastemaker Acquisition Corp. (NasdaqCM:TMKR) from a group of shareholders on June 21, 2023. The decision to terminate the business combination was based on market conditions that both parties acknowledged would be challenging.