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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify
report(s). ☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Not applicable.
Forward-Looking Statements
This document contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (collectively, “forward-looking statements”). Forward-looking statements are all
statements other than those of historical fact, and generally may be identified by the use of words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,”
“intend,” “may,” “model,” “outlook,” “plan,” “pro forma,” “project,” “seek,” “should,” “will,” “would” or other similar expressions that
indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding VWE’s expectations as to the timing of the filing of its Form 10-K, statements
regarding estimates of inventory adjustments and the possibility of other further adjustments, statements regarding the timing required to finalize them, and determination of the periods to which they relate and the possibility of other adjustments
in the audit process or our financial reporting process generally. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of VWE’s management and are not guarantees of
actual performance. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as, and must not be relied on by any investor as, a guarantee, assurance or definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of
risks and uncertainties, many of which are beyond the control of VWE. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: the results of the
Company’s internal and external audit and other financial reporting procedures, whether VWE is able to complete them by October 13, 2021 as currently expected, the Company’s ability to remediate the material weakness in internal
control over financial reporting and to maintain effective internal control over financial reporting, including the ability to recruit and train audit, accounting and other personnel, the effect of economic conditions on the industries and markets
in which VWE operates, including financial market conditions, fluctuations in prices, interest rates and market demand; failure to realize the anticipated benefits of combination with Bespoke Capital Acquisition Corp.; risks relating to the
uncertainty of the projected financial information; the effects of competition on VWE’s future business; risks related to the organic and inorganic growth of VWE’s business and the timing of expected business milestones; the potential
adverse effects of the ongoing COVID-19 pandemic on VWE’s business and the U.S. economy; declines or unanticipated changes in consumer demand for VWE’s products; the impact of environmental
catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business; VWE’s significant reliance on its distribution channels; potential reputational harm to VWE’s brands from internal and
external sources; possible decreases in VWE’s wine quality ratings; integration risks associated with acquisitions; changes in applicable laws and regulations and the significant expense to VWE of operating in a highly regulated industry;
VWE’s ability to make payments on its indebtedness; and those factors discussed in documents of VWE filed, or to be filed, with the U.S. Securities and Exchange Commission (“SEC”) or Canadian securities regulatory authorities. There
may be additional risks including other adjustments that VWE does not presently know or that VWE currently believes are immaterial that could also cause actual results to differ from those expressed in or implied by these forward-looking statements.
In addition, forward-looking statements reflect VWE’s expectations, plans or forecasts of future events and views as of the date and time of this document. VWE undertakes no obligation to update or revise any forward-looking statements
contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.