Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Tastemaker Acquisition Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

876545 104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 876545 104

 

1.		Names of Reporting Persons     Tastemaker Sponsor LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned By Each Reporting Person With:				5.		Sole Voting Power     6,900,000(1)
				6.		Shared Voting Power     0
				7.		Sole Dispositive Power     6,900,000(1)(2)
				8.		Shared Dispositive Power     0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,900,000(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)     20%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)     OO

CUSIP No. 876545 104

 

1.		Names of Reporting Persons     David Pace
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned By Each Reporting Person With:				5.		Sole Voting Power
				6.		Shared Voting Power     6,900,000(1)
				7.		Sole Dispositive Power
				8.		Shared Dispositive Power     6,900,000(1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,900,000(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)     20%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)     IN

CUSIP No. 876545 104

 

1.		Names of Reporting Persons     Andrew Pforzheimer
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned By Each Reporting Person With:				5.		Sole Voting Power
				6.		Shared Voting Power     6,900,000(1)
				7.		Sole Dispositive Power
				8.		Shared Dispositive Power     6,900,000(1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,900,000(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)     20%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)     IN

CUSIP No. 876545 104

 

1.		Names of Reporting Persons     Gregory Golkin
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned By Each Reporting Person With:				5.		Sole Voting Power
				6.		Shared Voting Power     6,900,000(1)
				7.		Sole Dispositive Power
				8.		Shared Dispositive Power     6,900,000(1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,900,000(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)     20%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)     IN

 

(1)

See Item 4. These are the Issuers shares of Class B common stock, which will automatically convert into the Issuers shares of Class A common stock at the time of the Issuers initial business combination and as more fully described under the heading Description of Securities-Founder Shares in the Issuers registration statements on Form S-1 (File Nos. 333-249278 and 333-251953). David Pace, Andrew Pforzheimer and Gregory Golkin are the managing members of Tastemaker Sponsor LLC (the Sponsor) and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Pace, Pforzheimer and Golkin may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Messrs. Pace, Pforzheimer and Golkin disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(2)	Excludes 8,700,000 shares which may be purchased by exercising warrants that are not presently exercisable.

(3)	Based on 27,600,000 shares of Class A common stock and 6,900,000 shares of Class B common stock issued and outstanding as of the date of this filing.

Item 1(a).

Name of Issuer

Tastemaker Acquisition Corp. (the Issuer)

 

Item 1(b).

Address of the Issuers Principal Executive Offices

501 Madison Avenue, Floor 12

New York, NY 10019

 

Item 2(a).

Names of Persons Filing

Tastemaker Sponsor LLC, David Pace, Andrew Pforzheimer and Gregory Golkin (collectively, the Reporting Persons)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

501 Madison Avenue, Floor 12

New York, NY 10019

 

Item 2(c).

Citizenship

Tastemaker Sponsor LLC is a limited liability company formed in Delaware. Each of David Pace, Andrew Pforzheimer and Gregory Golkin is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities

Class A common stock, $0.0001 par value per share.

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuers initial business combination (the Business Combination) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuers initial public offering (the IPO) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

Item 2(e).

CUSIP Number

876545 104

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2021, the Sponsor may be deemed to beneficially own 6,900,000 of the Issuers shares of Class B common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock of the Reporting Persons. The shares of Class B common stock are automatically convertible into the Issuers shares of Class A common stock at the time of the Issuers initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading Description of Securities-Founder Shares in the Issuers registration statements on Form S-1 (File Nos. 333-249278 and 333-251953).

The Sponsor is the record holder of the Class B common stock reported herein. Each of David Pace, Andrew Pforzheimer and Gregory Golkin are the managing members of the Sponsor. As such, Messrs. Pace, Pforzheimer and Golkin may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Messrs. Pace, Pforzheimer and Golkin disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2022

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

8

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of Tastemaker Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.