Explanatory Note
This Amendment No. 1 to Form 8-A is being filed by Vintage Wine Estates, Inc., a Nevada
corporation (f/k/a Bespoke Capital Acquisition Corp.) (the “Company”), to amend the information set forth in the Registration Statement on Form 8-A (File
No. 001-40016) filed by the Company with the Securities and Exchange Commission on February 5, 2021 (the “Original Form 8-A”). The Original Form 8-A related to the registration of the Class A Restricted Voting Shares, without par value, of Bespoke Capital Acquisition Corp. (“BCAC”) pursuant to Section 12(b) of the Securities Exchange Act
of 1934 (the “Exchange Act”).
As previously disclosed, on February 3, 2021, BCAC, VWE Acquisition Sub Inc., a wholly owned
subsidiary of BCAC (“Merger Sub”), Vintage Wine Estates, Inc., a California corporation (“VWE”), Bespoke Sponsor Capital LP (the “Sponsor”), and Darrell D. Swank as the Seller Representative entered into a transaction
agreement (as amended, the “transaction agreement”). On June 7, 2021, the parties consummated the transactions contemplated by the transaction agreement, whereby (i) BCAC changed its jurisdiction of incorporation from the
Province of British Columbia to the State of Nevada (the “domestication”); (ii) Merger Sub merged with and into VWE, with VWE surviving the merger as a wholly owned subsidiary of BCAC (the “merger”); and (iii) BCAC changed
its corporate name to “Vintage Wine Estates, Inc.” Terms used but not otherwise defined herein have the respective meanings given to such terms in the transaction agreement.
As a result of and upon the effectiveness of the domestication:
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each Class A Restricted Voting Share of BCAC was converted on a one-to-one basis into a share of common stock, no par value per share, of the Company (“Common Stock”);
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each Class B Share of BCAC held by the Sponsor (other than those Class B Shares surrendered by the
Sponsor to BCAC for cancellation pursuant to the transaction agreement) was converted on a one-to-one basis into a share of Common Stock; and
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each share purchase warrant of BCAC (other than those surrendered by the Sponsor to BCAC for cancellation
pursuant to the transaction agreement) continued and remained outstanding on a one-for-one basis as a share purchase warrant of the Company.
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As a result of and upon the effective time of the merger (the “effective time”), each share of VWE capital stock issued and
outstanding immediately prior to the effective time (other than excluded shares) was converted into:
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the right to receive a number of shares of Common Stock equal to the Per Share Merger Consideration less
the Per Share Adjustment Escrow Deposit; and
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a contingent right to receive, if and when payable, the Per Share Adjustment Escrow Release and the Per Share
Earnout Shares.
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No fractional shares of Common Stock were issued in connection with the merger and instead, any such fractional share
that would otherwise have resulted was rounded down to the nearest whole share.
As a result of the consummation of the transactions
contemplated by the transaction agreement, the Company is no longer a “foreign private issuer” as that term is defined under applicable U.S. federal securities laws. Accordingly, the Company will make required filings on U.S. domestic
forms under the Exchange Act and will comply with the corporate governance requirements of The Nasdaq Stock Market (“Nasdaq”).
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The description of the Common Stock included under the section titled “Description of New VWE Holdco Securities” in the
Company’s consent solicitation statement/prospectus dated May 6, 2021 (the “Prospectus”), which Prospectus forms a part of the Company’s Registration Statement on Form S-4
(Registration No. 333-254260), is hereby incorporated by reference herein.