Item 7.01 Regulation FD Disclosure.
As previously reported on a Current Report on Form 8-K filed on October 21, 2022
with the U.S. Securities and Exchange Commission (the "SEC"), on October 20,
2022, Tastemaker Acquisition Corp., a Delaware corporation ("Tastemaker"),
Quality Gold Holdings, Inc., a Delaware corporation ("New Parent"), 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"). The transactions
contemplated by the Business Combination Agreement are referred to herein as the
"Proposed Business Combination."
Attached as Exhibit 99.1 is an updated presentation that the Quality Gold
Companies will be using as part of their presentation at the 25th Annual ICR
Conference, which is scheduled for 9:30 a.m. Eastern time on Monday, January 9,
2023.
The information in this Current Report on Form 8-K furnished pursuant to Item
7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liability under that section, and they shall not
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing. By filing this Current Report on Form 8-K and
furnishing this information pursuant to Item 7.01, Tastemaker makes no admission
as to the materiality of any information in this Current Report on Form 8-K,
including Exhibit 99.1, that is required to be disclosed solely by Regulation
FD.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute
"forward-looking statements" within the meaning of applicable United States
federal securities laws. Forward-looking statements include, but are not limited
to, statements regarding any of Tastemaker's, the Quality Gold Companies', or
their respective affiliates' expectations, hopes, beliefs, intentions or
strategies regarding the future including, without limitation, statements
regarding: (i) the size, demand, and growth potential of the markets for the
Quality Gold Companies' products, (ii) the Quality Gold Companies' business and
acquisition strategy, (iii) the expansion of the Quality Gold Companies' product
categories, (iv) the implied upside and implied valuation of the Quality Gold
Companies, (v) the Quality Gold Companies' projected financial results, (vi)
statements regarding the Quality Gold Companies' value, (vii) statements
regarding the potential results and benefits of the Proposed Business
Combination, the amount of cash to be delivered at closing from Tastemaker's
trust account, and stockholder value, (viii) expectations related to the terms
of the Proposed Business Combination, and (ix) statements regarding the
satisfaction of closing conditions to the Proposed Business Combination and the
timing of the completion of the Proposed Business Combination. In addition, any
statements that refer to projections, forecasts, or other characterizations of
future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "strive," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties.
Forward-looking statements are subject to a number of known and unknown risks,
uncertainties and assumptions, and actual results may differ materially from
those expressed or implied in those statements due to various important factors,
including, but not limited to: (i) the outcome of any proceedings that may be
instituted against Tastemaker or the Quality Gold Companies following the
announcement of the Proposed Business Combination; (ii) the inability of
Tastemaker and the Quality Gold Companies to complete the Proposed Business
Combination, including due to failure to obtain approval of the stockholders of
Tastemaker delays in obtaining, adverse conditions in, or the inability to
obtain regulatory approvals, or delays in completing regulatory reviews,
required to complete the Proposed Business Combination; (iii) the risk that the
Proposed Business Combination disrupts current plans and operations, and (iv)
the inability to recognize the anticipated benefits of the Proposed Business
Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitability,
maintain relationships with customers and suppliers and retain key employees,
costs related to the Proposed Business Combination, changes in applicable law
and regulations, the possibility that the combined company may be adversely
affected by other economic, business, regulatory and/or competitive factors, the
impact of the global COVID-19 pandemic, and other risks and uncertainties
described in Tastemaker's Annual Report on Form 10-K for the year ended December
31, 2021, and its Quarterly Reports on Form 10-Q and the Registration Statement
on Form S-4 filed by New Parent in connection with the Proposed Business
Combination, including those under "Risk Factors" in those filings with the SEC,
and as indicated from time to time in Tastemaker's and New Parent's other SEC
filings. You should carefully consider the risks and uncertainties described in
the "Risk Factors" section of Tastemaker's registration statement on Form S-1,
the proxy statement/prospectus on Form S-4 relating to the Proposed Business
Combination, which was filed with the SEC by New Parent on December 23, 2022,
and other documents filed by Tastemaker or New Parent from time to time with the
SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and Tastemaker, the Quality Gold
Companies or any of their respective affiliates and their respective
representatives assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information or otherwise.
None of Tastemaker, the Quality Gold Companies or any of their respective
affiliates nor any of their respective representatives gives any assurance that
Tastemaker, the Quality Gold Companies or any of their respective affiliates
will achieve their respective expectations.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any securities,
or the solicitation of any proxy, vote, consent or approval in any jurisdiction
in connection with the Proposed Business Combination, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions. This communication is restricted by
law; it is not intended for distribution to, or use by any person in, any
jurisdiction where such distribution or use would be contrary to local law or
regulation.
Changes and Additional Information in Connection with SEC Filing.
New Parent filed a registration statement on Form S-4 (File No. 333-268971) (the
"Registration Statement") that includes a proxy statement with respect to
Tastemaker's stockholder meeting to vote on the transaction and a prospectus
with respect to New Parent's securities to be issued in connection with the
Proposed Business Combination. The Registration Statement is not yet effective.
The Registration Statement, including the proxy statement/prospectus contained
therein, when it is declared effective by the SEC, will contain important
information about the Proposed Business Combination and the other matters to be
voted upon at a meeting of Tastemaker's stockholders to be held to approve the
Proposed Business Combination and other matters (the "Special Meeting").
Tastemaker and New Parent may also file other documents with the SEC regarding
the Proposed Business Combination. Tastemaker stockholders and other interested
persons are advised to read the Registration Statement, including the proxy
statement/prospectus contained therein, as well as any amendments or supplements
thereto, because they will contain important information about the Proposed
Business Combination. When available, the definitive proxy statement/prospectus
will be mailed to Tastemaker stockholders as of a record date to be established
for voting on the Proposed Business Combination and the other matters to be
voted upon at the Special Meeting.
Additional Information About the Proposed Business Combination and Where to Find
It
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about
Tastemaker and the Quality Gold Companies through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by Tastemaker or
New Parent can be obtained free of charge by directing a written request to
Tastemaker Acquisition Corp. at 501 Madison Avenue, Floor 5, New York, NY 10022.
Participants in the Solicitation
New Parent, Tastemaker, the Quality Gold Companies and their respective
directors and executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Tastemaker's stockholders in
connection with the Proposed Business Combination. You may obtain more detailed
information regarding the names and interests in the Proposed Business
Combination of Tastemaker's directors and officers in Tastemaker's filings with
the SEC, including Tastemaker's annual report on Form 10-K, which was originally
filed with the SEC on March 25, 2022. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to
Tastemaker's stockholders in connection with the Proposed Business Combination
are set forth in the proxy statement/prospectus forming a part of the
Registration Statement. Investors and security holders of Tastemaker and the
Quality Gold Companies are urged to carefully read in their entirety the proxy
statement/prospectus and other relevant documents that will be filed with the
SEC, when they become available, because they will contain important information
about the Proposed Business Combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Presentation.
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