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. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements



This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Exchange Act of 1934, as amended (the "Exchange Act")
that are not historical facts, and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's 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 "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions,
as they relate to us or the Company's management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to the Company's management. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's Form
10-K
filed with the U.S. Securities and Exchange Commission (the "SEC"). The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.

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 complete 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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the three months ended March 31, 2022 and 2021, were operational activities and 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.


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For the three months ended March 31, 2022, we had net income of $5,944,018, which resulted primarily from a gain on change in fair value of warrant liabilities for $6,300,000, unrealized gain on investments held in our trust account (the "Trust Account") of $7,026, interest income of $1, change in fair value of convertible promissory note - related party of $5,400, partially offset by operating and formation costs of $318,894 and franchise tax expenses of $49,515.

For the three months ended March 31, 2021, we had net income of $7,723,757, which resulted primarily from a gain on the change in fair value of warrant liabilities of $8,550,006, unrealized gains in the Trust Account of $39,574 and interest income of $4, offset by expensed offering costs of $736,627, operating and formation costs of $80,020 and franchise tax expense of $49,180.

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. 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 we do not complete an initial business combination by January 12, 2023, 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.

For the three months ended March 31, 2022, net cash used in operating activities was $371,142, which was due to a change in fair value of warrant liabilities of $6,300,000, a decrease in franchise taxes payable of $87,734, change in fair value of convertible promissory note - related party of $5,400, and an unrealized gain on investments held in the Trust Account of $7,026, which was partially offset by net income of $5,944,018, an increase of accrued expenses of $48,880, an increase in prepaid expenses $18,638, and increase of accounts payable for $17,482.

For the three months ended March 31, 2021, net cash used in operating activities was $604,870. This was due to a change in fair value of warrant liabilities of $8,550,006, a decrease in franchise tax payable of $29,599, a decrease in prepaid expenses of $464,075, and an unrealized gain in trust account of $39,574, which was partially offset by net income of $7,723,757, expensed offering costs of $736,627, and an increase in accrued expenses of $18,000.

For the three months ended March 31, 2022, net cash provided by investing activities was $62,738, which resulted from $62,738 in proceeds from the Trust Account to pay for franchise taxes.

For the three months ended March 31, 2021, net cash used in investing activities was $278,760,000, which was a result of a cash deposited into the Trust Account.

For the three months ended March 31, 2022, net cash provided from financing activities was $150,000, which was a result of proceeds from a convertible promissory note.


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For the three months ended March 31, 2021, net cash provided by financing activities was $279,970,523, which was comprised of $270,480,000 in proceeds from the initial public offering, net of underwriter's discount paid, $8,700,000 for proceeds from the sale of the 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 March 31, 2022 and December 31, 2021, we had cash of $22,816 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 the Trust Account.
On March 22, 2022, we entered into a Working Capital Loan with the Sponsor (the
"Sponsor Working Capital Loan") in the amount of $150,000, pursuant to which the
Company received proceeds of $150,000. The 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.

We anticipate that the cash held outside of the Trust Account as of March 31, 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 a 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 a Business Combination, which is less than one year from the issuance of the financial statements. If a 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 a 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 March 31, 2022 and December 31, 2021.

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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.

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 months ended March 31, 2022, the Company incurred expenses of $30,000 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 a 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 "Sponsor Working Capital Loan") in the amount of $150,000, pursuant
to which the Company received proceeds of $150,000. The 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.

COVID-19


In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has and is continuing to spread throughout China and other
parts of the world, including the United States. On January 30, 2020, the World
Health Organization declared the outbreak of the coronavirus disease
(COVID-19)
a "Public Health Emergency of International Concern." On January 31, 2020, U.S.
Health and Human Services Secretary Alex M. Azar II declared a public health
emergency for the United States to aid the U.S. healthcare community in
responding to
COVID-19,
and on March 11, 2020 the World Health Organization characterized the outbreak
as a "pandemic". The
COVID-19
outbreak has adversely affected, and other events (such as terrorist attacks,
natural disasters or a significant outbreak of other infectious diseases) that
could adversely affect, the economies and financial markets worldwide, and the
business of any potential target business with which we seek to consummate, or
consummate, a business combination could be materially and adversely affected.

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Furthermore, we may be unable to complete a business combination if continued
concerns relating to
COVID-19
continues to restrict travel, limit the ability to have meetings with potential
investors or the target company's personnel, vendors and services providers are
unavailable to negotiate and consummate a transaction in a timely manner. The
extent to which
COVID-19
impacts our search for a business combination will depend on future
developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of
COVID-19
and the actions to contain
COVID-19
or treat its impact, among others. If the disruptions posed by
COVID-19
or other events (such as terrorist attacks, natural disasters or a significant
outbreak of other infectious diseases) continue for an extensive period of time,
our ability to consummate a business combination, or the operations of a target
business with which we ultimately consummate a business combination, may be
materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

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 Accounting
Standards Codification ("ASC") Topic 815,
Derivatives and Hedging
("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.

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.

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 a business
combination and in connection with certain amendments to the Company's amended
and restated Certificate of Incorporation (the "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.

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Net Income Per Share of Common Stock

Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Accretion 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 our financial statements.

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