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As filed with the Securities and Exchange Commission on March 12, 2021

Registration No. 333-          


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



BESPOKE CAPITAL ACQUISITION CORP.*
(Exact name of registrant as specified in its charter)



British Columbia, Canada*
(State or other jurisdiction of
incorporation or organization)
  6770
(Primary Standard Industrial
Classification Code Number)
  N/A
(I.R.S. Employer
Identification Number)

3rd Floor
115 Park Street
London, W1K 7AP
United Kingdom
Telephone: +44 (0) 20 7016 8050

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Maja Spalevic
Chief Financial Officer
Bespoke Capital Acquisition Corp.
3rd Floor
115 Park Street
London, W1K 7AP
United Kingdom
Telephone: +44 (0) 20 7016 8050

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Robert A. Profusek   Patrick A. Roney   Patrick Daugherty
Joel T. May   Chief Executive Officer   Carolyn T. Long
Jones Day   Vintage Wine Estates, Inc.   Foley & Lardner LLP
250 Vesey Street   937 Tahoe Boulevard   321 North Clark Street
New York, NY 10281   Incline Village, NV 89451   Suite 3000
Telephone: (212) 326-3939       Chicago, IL 60654
        Telephone: (312) 832-5178



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the merger.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company ý

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

If applicable, place an ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered(1)

  Proposed maximum
offering price per
unit

  Proposed maximum
aggregate offering
price

  Amount of
registration fee

 

Common stock, no par value per share(2)

  42,000,000   $9.83(3)   $412,860,000.00(3)   $45,043.03
 

Common stock, no par value per share(4)

  40,726,864   $9.83(3)   $400,345,073.12(3)   $43,677.65
 

Warrants to purchase common stock(5)

  26,000,000       —(6)
 

Common stock issuable upon exercise of warrants(7)

  26,000,000   $11.50(8)   $299,000,000.00   $32,620.90
 

Total

              $121,341.58

 

*
In connection with the transactions described in this registration statement, the registrant, Bespoke Capital Acquisition Corp., a British Columbia corporation ("BCAC"), intends to effect a domestication under Section 92A.270 of the Nevada Revised Statutes, pursuant to which BCAC's jurisdiction of incorporation will be changed from the Province of British Columbia to the State of Nevada (the "domestication"). All securities being registered hereby will be issued by the continuing entity following the domestication, which will be renamed Vintage Wine Estates, Inc. ("New VWE Holdco").

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)
Relates to (i) 36,000,000 shares of common stock, no par value per share ("New VWE Holdco common stock"), issuable upon the domestication to holders of Class A restricted voting shares of BCAC and (ii) 6,000,000 shares of New VWE Holdco common stock issuable upon the domestication to holders of Class B shares of BCAC.

(3)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A restricted voting shares of BCAC on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC on March 10, 2021. This calculation is in accordance with Rule 457(c) and Rule 457(f)(1) under the Securities Act.

(4)
Relates to (i) an estimated 35,000,0000 shares of New VWE Holdco common stock issuable as merger consideration and (ii) up to 5,726,864 shares of New VWE Holdco common stock issuable pursuant to the earnout provisions of the transaction agreement described herein, to holders of capital stock of Vintage Wine Estates, Inc., a California corporation ("VWE"), in connection with the transactions described herein.

(5)
Relates to 26,000,000 warrants to acquire shares of New VWE Holdco common stock ("New VWE Holdco warrants"), into which (i) 18,000,000 public warrants to acquire Class A restricted voting shares of BCAC and (ii) 8,000,000 founder's warrants to acquire Class A restricted voting shares of BCAC will continue and remain outstanding on a one-for-one basis upon the domestication. Each New VWE Holdco warrant will entitle the holder thereof to purchase one share of New VWE Holdco common stock.

(6)
No registration fee is required pursuant to Rule 457(g) under the Securities Act.

(7)
Relates to 26,000,000 shares of New VWE Holdco common stock issuable upon the exercise of 26,000,000 New VWE Holdco warrants.

(8)
Represents the exercise price of the New VWE Holdco warrants.



             The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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The information in this preliminary consent solicitation statement/prospectus is not complete and may be changed. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement (of which this preliminary consent solicitation statement/prospectus is a part), as filed with the Securities and Exchange Commission, is effective. This preliminary consent solicitation statement/prospectus is not an offer to sell nor a solicitation of an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY CONSENT SOLICITATION STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 12, 2021


CONSENT SOLICITATION STATEMENT OF VINTAGE WINE ESTATES, INC. AND PROSPECTUS OF BESPOKE CAPITAL ACQUISITION CORP.

GRAPHIC   GRAPHIC

To Our Shareholders:

On February 3, 2021, Bespoke Capital Acquisition Corp. ("BCAC"), VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC ("merger sub"), Vintage Wine Estates, Inc. ("VWE"), Bespoke Sponsor Capital LP (the "Sponsor"), and Darrell D. Swank as the Seller Representative, entered into a transaction agreement (the "transaction agreement"). If the transaction agreement is approved by the shareholders of BCAC and VWE and the transactions contemplated thereby are subsequently completed, (1) BCAC will change its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada (the "domestication"), (2) merger sub will merge with and into VWE with VWE surviving the merger as a wholly owned subsidiary of BCAC (the "merger") and (3) BCAC will change its name to Vintage Wine Estates, Inc. ("New VWE Holdco") (together with the domestication, the merger and the other transactions contemplated by the transaction agreement, the "transactions"). A copy of the transaction agreement is attached hereto as Annex A.

Upon the effectiveness of the domestication:

    each BCAC Class A restricted voting share (other than BCAC dissenting shares) will be converted on a one-to-one basis into a share of common stock, no par value per share, of New VWE Holdco ("New VWE Holdco common stock");

    each BCAC Class B share held by the Sponsor (collectively, "Founder's Shares"), other than those Founder's Shares surrendered to BCAC for cancellation pursuant to the transaction agreement, will be converted on a one-to-one basis into a share of New VWE Holdco common stock; and

    each BCAC share purchase warrant, other than those surrendered by the Sponsor to BCAC for cancellation pursuant to the transaction agreement, will continue and remain outstanding on a one-for-one basis as a share purchase warrant of New VWE Holdco (each, a "New VWE Holdco warrant").

Following the effectiveness of the domestication and prior to the merger, each share of New VWE Holdco common stock issued in respect of a BCAC Class A restricted voting share previously validly deposited for redemption and not otherwise redeemed prior to such date will be redeemed by New VWE Holdco.

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 VWE dissenting shares and excluded shares, each as defined herein) will be converted into:

    the right to receive a number of shares of New VWE Holdco common stock equal to the Merger Consideration (as defined herein) divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares) (the "Per Share Merger Consideration") less the Per Share Adjustment Escrow Deposit (as defined herein); and

    a contingent right to receive, if and when payable, the Per Share Adjustment Escrow Release and the Per Share Earnout Shares (each as defined herein).

No fractional shares of New VWE Holdco common stock will be issued in connection with the merger and instead, any such fractional share that would otherwise result will be rounded down to the nearest whole share.

Pursuant to the transaction agreement, VWE will repurchase for cancellation shares of VWE Series B stock from TGAM having a value equal to the Remaining Cash Amount (as defined herein) at a price per share equal to the Per Share Merger Consideration (as determined as set forth in the transaction agreement) (such shares, the "repurchased shares"). Such repurchase will be deemed effective immediately prior to the closing of the transactions and is conditioned upon, among other things, the occurrence of the closing of the transactions. Payment of the Remaining Cash Amount will be made by BCAC on behalf of VWE substantially contemporaneously with the closing of the transactions. Repurchased shares will, immediately prior to the closing of the transactions, no longer be deemed outstanding and will constitute excluded shares for purposes of the merger.

Pursuant to the transaction agreement, upon the closing of the transactions, the Sponsor will surrender to BCAC for cancellation 3,000,000 Founder's Shares and 4,000,000 Founder's Warrants, in each case on the terms and subject to the conditions set forth therein.

This consent solicitation statement/prospectus serves as (i) a consent solicitation statement for VWE, whereby VWE is soliciting the written consents of the VWE shareholders with respect to the approval and adoption of the transaction agreement and the transactions contemplated thereby, and (ii) a prospectus for (A) the New VWE Holdco common stock and New VWE Holdco warrants issuable in connection with the domestication and (B) the New VWE Holdco common stock issuable to the VWE shareholders in connection with the merger. This consent solicitation statement/prospectus describes the proposed transactions and the actions to be taken in connection therewith and provides additional information about the parties involved.

A summary of the appraisal rights that may be available to VWE shareholders in connection with the merger is described in Annex D, "VWE Shareholder Appraisal Rights". If you are a VWE shareholder and wish to exercise appraisal rights, then you must not sign and return a written consent approving and adopting the transaction agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the merger. In addition, you must take all other steps necessary to perfect your appraisal rights.

The BCAC board of directors has determined that the transaction agreement, the domestication, the merger and the other transactions are in the best interests of BCAC. The BCAC board of directors has approved the transactions and recommended that BCAC shareholders vote in favor of the domestication, the merger and the other transactions at a special meeting of BCAC shareholders, expected to be held in the second calendar quarter of 2021 (the "BCAC special meeting"). Notice of the BCAC special meeting and accompanying management proxy circular (the "BCAC Canadian circular") which will include a prospectus prepared in accordance with the rules of the Toronto Stock Exchange ("TSX") and applicable Canadian laws (the "BCAC Canadian prospectus"), consistent with the SEC's multi-jurisdictional disclosure system ("MJDS") for Canadian issuers that qualify as foreign private issuers under SEC rules. In connection with the transactions, BCAC will provide holders of Class A restricted voting shares the opportunity to redeem all or a portion of their Class A restricted voting shares (or the shares of New VWE Holdco common stock into which such shares are converted upon the domestication). The procedures for redemption will be described in detail in the BCAC Canadian prospectus. The amount to be paid for such redemptions, if any, will be paid by New VWE Holdco following the domestication.

The VWE board of directors has considered the terms of the transaction agreement, including the merger and the other transactions contemplated by the transaction agreement, and has unanimously determined that the transaction agreement, including the merger and such other transactions, are advisable, fair to and in the best interests of VWE and its shareholders and recommends that VWE shareholders approve and adopt the transaction agreement, the merger and such other transactions by submitting a written consent. The written consent of the Roney Investors, the Rudd Investors and TGAM, each as defined in the investor rights agreement referred to below and each of which has agreed to vote his or its VWE shares in favor of the merger pursuant to the Company Support Agreement, and VWE shareholders holding a majority of the outstanding shares of each of the VWE Series A stock and of the VWE Series B stock, each voting as a separate class, is a condition to the merger, and, if such condition is not satisfied, then the merger and the transactions will not be completed. As a result of the Company Support Agreement, it is anticipated that such conditions will be satisfied.

If you are a VWE shareholder, then please complete, date and sign the written consent furnished with this consent solicitation statement/prospectus and return it promptly to VWE by one of the means described in "VWE's Solicitation of Written Consents."

BCAC Class A restricted voting shares and BCAC warrants are traded on the TSX under the symbols "BC.U" and "BC.WT.U", respectively. On February 3, 2021, the last trading day before the announcement of the transaction agreement, the closing prices of BCAC Class A restricted voting shares and BCAC warrants on the TSX were $10.30 and $1.62, respectively. On February 8, 2021, BCAC Class A restricted voting shares also began trading on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "BSPE". If the transactions are consummated, then BCAC will change its name to Vintage Wine Estates, Inc. and its common stock (including the common stock issued in the merger) is expected to be listed on Nasdaq under the symbol "VWE" and its common stock and warrants are expected to be listed on the TSX under the symbols "VWE.U" and "VWE.WT.U", respectively.

In connection with the consummation of the transactions, the Sponsor and all holders of VWE capital stock will enter into an investor rights agreement, pursuant to which, among other things, the Major Investors and such other Specified Investors (each as defined herein) will agree to act in concert with respect to voting their shares of New VWE Holdco common stock. Following the transactions, the Specified Investors will beneficially own approximately [    ·    ]% of New VWE Holdco common stock, assuming no dissent rights are exercised and no redemptions by holders of BCAC Class A restricted voting shares. Depending primarily upon the level of such redemptions and pursuant to the investor rights agreement, New VWE Holdco may be a "controlled company" within the meaning of the Nasdaq corporate governance standards upon consummation of the transactions. See "New VWE Holdco Management and Governance After the Transactions—Controlled Company Exemption."

BCAC is an "emerging growth company" as defined under U.S. federal securities laws and, as such, has elected to comply with certain reduced public company reporting requirements.

You are encouraged to read this consent solicitation statement/prospectus carefully. You should also carefully consider the risk factors described in the section titled "Risk Factors" beginning on page 42.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions or the securities to be issued in connection with the transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This consent solicitation statement/prospectus is dated                , 2021, and is first being mailed to the shareholders of VWE and BCAC on or about                , 2021.

/s/
Patrick A. Roney
Chief Executive Officer
Vintage Wine Estates, Inc.
  /s/
Mark W.B. Harms
Chief Executive Officer
Bespoke Capital Acquisition Corp.

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GRAPHIC

VINTAGE WINE ESTATES, INC.
205 Concourse Boulevard
Santa Rosa, California 95403

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Shareholders of Vintage Wine Estates, Inc.:

On February 3, 2021, Bespoke Capital Acquisition Corp. ("BCAC"), VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC ("merger sub"), Vintage Wine Estates, Inc. ("VWE"), Bespoke Sponsor Capital LP (the "Sponsor"), and Darrell D. Swank as the Seller Representative, entered into a transaction agreement (the "transaction agreement"). If the transaction agreement is approved by the shareholders of BCAC and VWE and the transactions contemplated thereby are subsequently completed, (1) BCAC will change its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada (the "domestication"), (2) merger sub will merge with and into VWE with VWE surviving the merger as a wholly owned subsidiary of BCAC (the "merger") and (3) BCAC will change its name to Vintage Wine Estates, Inc. ("New VWE Holdco") (together with the domestication, the merger and the other transactions contemplated by the transaction agreement, the "transactions").

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 VWE dissenting shares and excluded shares, each as defined herein) will be converted into:

    the right to receive a number of shares of New VWE Holdco common stock equal to the Merger Consideration (as defined herein) divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares, as defined herein) (the "Per Share Merger Consideration") less the Per Share Adjustment Escrow Deposit (as defined herein); and

    a contingent right to receive, if and when payable, the Per Share Adjustment Escrow Release and the Per Share Earnout Shares (each as defined herein).

No fractional shares of New VWE Holdco capital stock will be issued in connection with the merger and instead, any such fractional share that would otherwise result will be rounded down to the nearest whole share.

This consent solicitation statement/prospectus is being delivered to you on behalf of the VWE board of directors to request that the VWE shareholders as of the record date of [    ·    ], 2021 (the "VWE Record Date") approve and adopt the transaction agreement and the transactions contemplated thereby by executing and returning the written consent furnished with this consent solicitation statement/prospectus. This consent solicitation statement/prospectus describes the proposed transactions and the actions to be taken in connection therewith and provides additional information about the parties involved. Please give this information your careful attention. A copy of the transaction agreement is attached as Annex A to this consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to VWE shareholders in connection with the merger is described in Annex D, "VWE Shareholder Appraisal Rights." If you are a VWE shareholder and wish to exercise appraisal rights, then you must not sign and return a written consent approving and adopting the transaction agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the merger. In addition, you must take all other steps necessary to perfect your appraisal rights.

The VWE board of directors has considered the terms of the transaction agreement, including the merger and the other transactions contemplated thereby, and has unanimously determined that the


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transaction agreement, the merger and such other transactions are advisable, fair to and in the best interests of VWE and its shareholders and recommends that VWE shareholders approve and adopt the transaction agreement, the merger and such other transactions by submitting a written consent. The written consent of the Roney Investors, the Rudd Investors and TGAM, each of which has agreed to vote his or its VWE shares in favor of the merger pursuant to the Company Support Agreement, and VWE shareholders holding a majority of the outstanding shares of each of the VWE Series A stock and the VWE Series B stock, each voting as a separate class, is a condition to the merger, and if such condition is not satisfied, then the merger and such other transactions will not be completed. As a result of the Company Support Agreement, it is anticipated that such conditions will be satisfied.

If you are a VWE shareholder, then please complete, date and sign the written consent furnished with this consent solicitation statement/prospectus and return it promptly to VWE by one of the means described in "VWE's Solicitation of Written Consents."

    By Order of the Board of Directors,

                        , 2021

 

 
      

Patrick A. Roney
Chief Executive Officer and Director

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GRAPHIC


Table of Contents


TABLE OF CONTENTS

 
  Page  

ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

    viii  

MARKET, RANKING AND OTHER INDUSTRY DATA

   
viii
 

PRESENTATION OF FINANCIAL INFORMATION

   
ix
 

NON-GAAP FINANCIAL MEASURES

   
ix
 

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

   
x
 

FORWARD-LOOKING STATEMENTS

   
xi
 

SELECTED DEFINED TERMS

   
xiv
 

QUESTIONS AND ANSWERS

   
1
 

SUMMARY

   
8
 

SELECTED HISTORICAL FINANCIAL DATA OF BCAC

   
33
 

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF VWE

   
35
 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
39
 

MARKET PRICE AND DIVIDEND INFORMATION

   
41
 

RISK FACTORS

   
42
 

Risks Related to VWE's Business

   
42
 

Risks Related to Human Capital Management by VWE

   
51
 

Risks Related to State and U.S. Federal Regulation of VWE's Business

   
52
 

Risks Related to VWE's Financial Condition

   
53
 

Risks Related to the Transactions

   
56
 

Risks Related to the New VWE Holdco Common Stock

   
58
 

General Risk Factors

   
64
 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
68
 

VWE'S SOLICITATION OF WRITTEN CONSENTS

   
83
 

VWE Shareholder Action by Written Consent

   
83
 

Shares Entitled to Consent and Consent Required

   
83
 

Submission of Consents

   
83
 

Execution of Consents; Revocation of Consents

   
84
 

Solicitation of Consents; Expense

   
84
 

Recommendation of the VWE Board of Directors

   
84
 

INFORMATION ABOUT BCAC

   
85
 

General

   
85
 

i


Table of Contents

 
  Page  

Initial Public Offering

    85  

Minimum Fair Market Value of Qualifying Acquisition

   
86
 

Liquidation if No Qualifying Acquisition

   
86
 

Facilities

   
88
 

Employees

   
88
 

Periodic Reporting and Financial Information

   
88
 

Legal Proceedings

   
88
 

Executive Officers and Directors

   
89
 

Management Compensation

   
92
 

BCAC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
93
 

Nature of Activities

   
93
 

Initial Public Offering

   
93
 

The Transaction and the Transaction Agreement

   
95
 

Results of Operations

   
95
 

Liquidity, Capital Resources and Financial Position

   
97
 

Contractual Obligations

   
98
 

Controls and Procedures

   
98
 

Significant Accounting Policies and Critical Accounting Estimates

   
99
 

Emerging Growth Company Election

   
100
 

BENEFICIAL OWNERSHIP OF BCAC

   
101
 

DESCRIPTION OF VWE'S INDUSTRY

   
103
 

General

   
103
 

Global Wine Industry Dynamics

   
103
 

Global Per Capita Wine Consumption

   
104
 

Sustained Growth in the U.S. Wine Market Despite Economic Conditions

   
105
 

U.S. Winery Volume and Retail Value

   
107
 

Legal Age Drinking Population

   
108
 

Millenial Preferences Shifting Support Long-Term Growth Thesis

   
109
 

Premiumization of Wine Industry; Increasing Price Per Serving

   
110
 

DESCRIPTION OF VWE'S BUSINESS

   
117
 

Overview

   
117
 

VWE's Core Business Segments

   
119
 

VWE's Diversified Portfolio

   
120
 

ii


Table of Contents

 
  Page  

VWE's Strengths

    125  

VWE's Growth Strategy

   
129
 

Vineyards and Production Facilities

   
131
 

VWE's Commitment to Environmental, Social and Governance Leadership

   
133
 

Focus on Sustainable Growing Practices, Culture and Environmental Initiatives

   
134
 

Leadership

   
137
 

Dependence on Major Customers

   
137
 

Trademarks and Intellectual Property

   
137
 

Regulatory Environment

   
137
 

Competition

   
138
 

Seasonality

   
139
 

Legal Proceedings

   
139
 

VWE MANAGEMENT

   
140
 

Executive Officers and Directors

   
140
 

Executive Officers

   
140
 

Non-Employee Directors

   
141
 

VWE EXECUTIVE COMPENSATION

   
143
 

Employment Agreements and Arrangements with the NEOs

   
143
 

Fiscal Year 2020 Bonus Compensation

   
144
 

Fiscal Year 2020 Equity-Based Compensation

   
145
 

2021 Omnibus Incentive Plan

   
145
 

Retirement Plans

   
151
 

Severance and Change in Control Compensation

   
151
 

VWE DIRECTOR COMPENSATION

   
153
 

VWE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
154
 

Overview

   
154
 

Recent Developments

   
158
 

Key Measures VWE Uses to Assess the Performance of its Business

   
159
 

Trends and Other Factors Affecting VWE's Business

   
161
 

Results of Operations

   
164
 

Comparison of Three and Six Months ended December 31, 2020 (unaudited) and Three and Six Months ended December 31, 2019 (unaudited)

   
164
 

Comparison of the Year Ended June 30, 2020 and the Year Ended December 31, 2018

   
167
 

iii


Table of Contents

 
  Page  

Comparison of the Six Months Ended June 30, 2019 and the Six Months Ended June 30, 2018 (unaudited)

    169  

Comparison of the Year Ended December 31, 2018 and the Year Ended December 31, 2017

   
171
 

Segment Results

   
172
 

Liquidity and Capital Resources

   
177
 

Critical Accounting Policies and Estimates

   
184
 

Emerging Growth Company Election

   
188
 

Quantitative and Qualitative Disclosures About Market Risk

   
189
 

BENEFICIAL OWNERSHIP OF VWE

   
190
 

NEW VWE HOLDCO MANAGEMENT AND GOVERNANCE AFTER THE TRANSACTIONS

   
193
 

Executive Officers and Directors After the Transactions

   
193
 

Controlled Company Exemption

   
195
 

Corporate Governance

   
196
 

Election of Officers

   
197
 

Board Composition and Term

   
197
 

Independence of Non-Employee Directors

   
197
 

Board Committees

   
198
 

Role of the Board and Committees in Risk Oversight

   
199
 

Compensation Committee Interlocks and Insider Participation

   
199
 

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

   
200
 

Compensation of Directors and Officers

   
200
 

Limitation on Liability and Indemnification of Directors and Officers

   
202
 

BENEFICIAL OWNERSHIP OF NEW VWE HOLDCO

   
203
 

THE DOMESTICATION

   
205
 

General

   
205
 

Reasons for the Domestication

   
205
 

Effects of the Domestication

   
205
 

Management and Board of Directors

   
206
 

Equity Conversion

   
206
 

Comparison of Shareholder Rights

   
206
 

Material U.S. and Canadian Federal Income Tax Considerations of the Domestication

   
207
 

Dissenters' Appraisal Rights with Respect to the Domestication

   
208
 

THE MERGER

   
209
 

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  Page  

Structure of the Merger

    209  

Merger Consideration

   
209
 

Repurchase of Certain VWE Shares

   
209
 

Exchange Procedures

   
210
 

Background of the Merger

   
210
 

Certain VWE Projected Financial Information

   
213
 

Recommendation of the VWE Board of Directors and Reasons for the Merger

   
216
 

BCAC's Reasons for the Merger

   
220
 

Interests of VWE Directors and Executive Officers in the Merger

   
221
 

Total Shares of Common Stock Outstanding Upon Consummation of the Transactions

   
222
 

REGULATORY APPROVALS REQUIRED FOR THE MERGER

   
224
 

ANTICIPATED ACCOUNTING TREATMENT

   
225
 

PUBLIC TRADING MARKETS

   
226
 

THE TRANSACTION AGREEMENT

   
227
 

Effects of the Transactions

   
227
 

The Domestication

   
227
 

Surrender of Certain Founder's Shares and Founder's Warrants

   
228
 

Repurchase of Certain VWE Shares

   
228
 

Merger Consideration

   
228
 

Closing and Effective Time of the Merger

   
228
 

Treatment of VWE Equity Awards

   
228
 

Covenants and Agreements

   
229
 

Representations and Warranties

   
235
 

Conditions to the Merger

   
238
 

Termination

   
239
 

Effect of Termination

   
240
 

Amendments

   
240
 

Specific Performance

   
240
 

Stock Market Listing

   
241
 

Fees and Expenses

   
241
 

OTHER AGREEMENTS

   
242
 

Founder Support Agreement

   
242
 

Company Support Agreement

   
242
 

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  Page  

Investor Rights Agreement

    242  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   
246
 

General

   
246
 

Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

   
247
 

Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders

   
248
 

Tax Consequences for U.S. Holders of Warrants

   
252
 

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of New VWE Holdco Common Stock and Warrants

   
252
 

Material U.S. Federal Income Tax Consequences of the Exercise of Redemption Rights to U.S. Holders

   
254
 

Material U.S. Federal Income Tax Consequences of the Exercise of Redemption Rights to Non-U.S. Holders

   
256
 

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

   
257
 

Currency Conversion

   
257
 

Taxation of Holders Resident in Canada

   
258
 

Taxation of Holders Not Resident in Canada

   
262
 

COMPARISON OF SHAREHOLDERS' RIGHTS

   
265
 

DESCRIPTION OF NEW VWE HOLDCO SECURITIES

   
284
 

Authorized Capital Stock

   
284
 

New VWE Holdco Common Stock

   
284
 

Preferred Stock

   
285
 

New VWE Holdco Warrants

   
285
 

Annual Shareholder Meetings

   
287
 

Anti-Takeover Effects of Nevada Law and Provisions of New VWE Holdco's Articles of Incorporation and Bylaws

   
287
 

Choice of Forum Provisions

   
290
 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
291
 

New VWE Holdco

   
291
 

VWE

   
291
 

BCAC

   
298
 

SHARES ELIGIBLE FOR FUTURE SALE

   
299
 

Lock-up Agreements

   
299
 

Resale of New VWE Holdco Common Stock Issuable in the Merger

   
299
 

Rule 701

   
300
 

Registration Rights

   
300
 

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ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

        This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the "SEC") by BCAC, constitutes a prospectus of BCAC under Section 5 of the Securities Act of 1933 (the "Securities Act") with respect to the New VWE Holdco common stock and New VWE Holdco warrants issuable in connection with the domestication and the New VWE Holdco common stock issuable in connection with the merger. This consent solicitation statement/prospectus also constitutes a consent solicitation statement of VWE with respect to the proposal to approve and adopt the transaction agreement and the transactions contemplated thereby.

        Neither BCAC nor VWE has authorized anyone to give any information or make any representation about the transactions, about BCAC or about VWE that is different from, or in addition to, that contained in this consent solicitation statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither BCAC nor VWE takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this consent solicitation statement/prospectus.

        This consent solicitation statement/prospectus is dated [    ·    ], 2021. The information contained in this consent solicitation statement/prospectus is accurate only as of such date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the delivery of this consent solicitation statement/prospectus to BCAC shareholders or VWE shareholders nor the issuance of any New VWE Holdco common stock or New VWE Holdco warrants pursuant to the transaction agreement will create any implication to the contrary.

        This consent solicitation statement/prospectus does not constitute an offer to sell nor a solicitation of an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.


MARKET, RANKING AND OTHER INDUSTRY DATA

        Market, ranking and other industry data used throughout this consent solicitation statement/prospectus is based on reports of government agencies, published industry sources, and the good faith estimates of VWE's management, which in turn are based on its knowledge and experience in the markets in which VWE operates. Data regarding the industry in which VWE competes and VWE's market position and market share within its industry are inherently imprecise and subject to significant business, economic and competitive uncertainties beyond VWE's control, but VWE believes they generally indicate size, position and market share within its industry. VWE's estimates are based on information obtained from its customers, suppliers, trade and business organizations and other contacts in the markets in which it operates. While VWE is not aware of any misstatements regarding the data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" and "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations" in this consent solicitation statement/prospectus. These and other factors could cause VWE's future performance to differ materially from its assumptions and estimates. See "Forward-Looking Statements." As a result, you should be aware that market, ranking and other similar industry data included in this consent solicitation statement/prospectus, as well as estimates and beliefs based on that data, may not be reliable, and you are cautioned not to give undue weight to such data, estimates and beliefs. Neither VWE nor BCAC can guarantee the accuracy or completeness of any such information contained in this consent solicitation statement/prospectus.

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PRESENTATION OF FINANCIAL INFORMATION

        The financial statements of each of BCAC and VWE included elsewhere in this consent solicitation statement/prospectus have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Unless otherwise specified, amounts in this consent solicitation statement/prospectus are presented in United States ("U.S.") dollars.


NON-GAAP FINANCIAL MEASURES

        VWE has also included certain financial measures in this consent solicitation statement/prospectus that are not defined under GAAP, including Adjusted EBITDA and Adjusted EBITDA Margin (each as defined in "VWE Management's Discussions and Analysis of Financial Condition and Results of Operations"). VWE's method for calculating these non-GAAP measures may not be the same as methods used to calculate similarly titled measures used by other companies, which reduces their usefulness as comparative measures.

        For more information about how VWE uses these non-GAAP financial measures in its business and the limitations of these measures, see "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations." For a reconciliation of each of Adjusted EBITDA and Adjusted EBITDA Margin as presented in this consent solicitation statement/prospectus to the most directly comparable GAAP measure, see "Selected Historical Financial and Other Data of VWE."

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

        This consent solicitation statement/prospectus contains references to certain VWE trademarks and service marks. Solely for convenience, trademarks, service marks and trade names referred to in this consent solicitation statement/prospectus may appear without the ®, SM or TM symbols, but such references are not intended to indicate, in any way, that VWE will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks, service marks and trade names. It is not intended that any use or display of other companies' trade names, trademarks or service marks implies a relationship with, or endorsement or sponsorship by, any other company.

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FORWARD-LOOKING STATEMENTS

        This consent solicitation statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies, prospects, market position and results, both business and financial, of BCAC and VWE. Forward-looking statements are all statements other than those of historical fact, including statements concerning possible or assumed future actions, business strategies, events or results of operations. These statements are based on the beliefs and assumptions of the management of BCAC and VWE. Although BCAC and VWE believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither BCAC nor VWE can assure you that either one of them will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "possible," "potential," "project," "scheduled," "seek," "should," "will," "would" or similar expressions. Forward-looking statements contained in this consent solicitation statement/prospectus may include, but are not limited to, statements relating to:

    BCAC's and VWE's ability to complete the transactions;

    the combined company's ability to realize the benefits expected from the proposed merger;

    changes in the market for VWE's products and services and the combined company's ability to compete successfully within its industry;

    growth plans, projected costs, strategies and opportunities;

    the availability and amount of cash upon closing of the transactions;

    possible or projected future financial results and future market position of the combined company;

    the impact of the COVID-19 pandemic on VWE's business;

    VWE's ability to make acquisitions on preferable terms or at all;

    consumer preferences and buying habits;

    VWE's relationships with its distributors;

    VWE's ability to increase its production capacity in an efficient manner; and

    VWE's future capital requirements and sources and uses of cash.

        Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date they are made. The following important factors, in addition to those discussed under the heading "Risk Factors" and elsewhere in this consent solicitation statement/prospectus, could affect the future results of BCAC and VWE prior to the transactions, and New VWE Holdco following the transactions, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this consent solicitation statement/prospectus:

    any delay in the consummation of the transactions;

    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;

    the ability of the parties to obtain the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger);

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    risks related to disruption of management's time from ongoing business operations due to the transactions;

    the outcome of any legal proceedings that may be instituted against BCAC or VWE following announcement of the transaction agreement and the transactions contemplated therein;

    limited liquidity and trading of BCAC's or New VWE Holdco's securities;

    the potential adverse effect of the ongoing COVID-19 pandemic, or any future pandemic, epidemic or outbreak of infectious disease, on VWE's business and the U.S. economy and financial markets;

    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;

    potential loss of market share to competitors who have greater financial, technical, marketing and public relations resources available to them than VWE;

    VWE's significant reliance on its distribution channels;

    potential reputational harm to VWE's brands from internal and external sources;

    decreases in VWE's wine quality ratings;

    potential departures from VWE's senior management team;

    integration risks associated with VWE's 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, maintain compliance with covenants and other restrictions in its credit facility, and adverse market reaction to any increased indebtedness VWE may incur in the future; and

    interest rate changes.

        These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this consent solicitation statement/prospectus are more fully described under the heading "Risk Factors" and elsewhere in this consent solicitation statement/prospectus. The risks described under the heading "Risk Factors" are not exhaustive. Other sections of this consent solicitation statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of BCAC and VWE prior to the transactions, and New VWE Holdco following the transactions. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can BCAC or VWE assess the impact of all such risk factors on the business of BCAC and VWE prior to the transactions, and New VWE Holdco following the transactions, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to BCAC or VWE or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. None of BCAC and VWE prior to the transactions, or New VWE Holdco following the transactions, undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

        In addition, statements of belief and similar statements reflect the beliefs and opinions of BCAC or VWE, as applicable, on the relevant subject. These statements are based upon information available to BCAC or VWE, as applicable, as of the date of this consent solicitation statement/prospectus, and

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while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that BCAC or VWE, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

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SELECTED DEFINED TERMS

        As used in this consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires:

    "Adjustment Escrow Deposit" means 1,000,000 shares of New VWE Holdco common stock;

    "Base Merger Consideration" means a number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share;

    "Base Merger Consideration Amount" means $306,868,912 minus the Series B Preference Amount (as defined in the transaction agreement) minus the Remaining Cash Amount minus the MIP Payment Amount;

    "BCAC" means Bespoke Capital Acquisition Corp., a British Columbia corporation;

    "BCAC dissenting shares" has the meaning given to such term in "The Domestication—Dissenters' Appraisal Rights with Respect to the Domestication";

    "BCAC special meeting" means the special meeting of shareholders of BCAC, expected to be held in the second calendar quarter of 2021 for the purpose of approving the domestication, the merger and the other transactions, and the Extension, as described in the BCAC Canadian circular;

    "BCBCA" means the Business Corporations Act (British Columbia);

    "Bespoke" means Bespoke Capital Partners, LLC, a Delaware limited liability company;

    "CAGR" means compound annual growth rate;

    "CGCL" means the California General Corporation Law, including the California Corporations Code;

    "Class A restricted voting shares" means the Class A restricted voting shares of BCAC;

    "Class A restricted voting units" means BCAC's Class A restricted voting units distributed to the public at an offering price of $10.00 per Class A restricted voting unit under the IPO Prospectus, each comprised of one Class A restricted voting share and one-half of a warrant;

    "Class B shares" means the Class B shares of BCAC;

    "Closing Merger Consideration" means the Merger Consideration less the Adjustment Escrow Deposit;

    "Code" means the Internal Revenue Code of 1986;

    "combined company" means Vintage Wine Estates, Inc., a Nevada corporation (f/k/a Bespoke Capital Acquisition Corp. as of immediately following the effective time) and its consolidated subsidiaries, after giving effect to the transactions;

    "domestication" means the intended change of jurisdiction of incorporation of BCAC from the Province of British Columbia to the State of Nevada under Section 92A.270 of the NRS;

    "Earnout Shares" means 5,726,864 shares of New VWE Holdco common stock (as may be adjusted pursuant to the transaction agreement);

    "effective time" means the time at which the merger becomes effective;

    "Escrow Agent" means TSX Trust Company, in its capacity as escrow agent, under the Escrow Agreement, and its successors and permitted assigns;

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    "Escrow Agreement" means the escrow agreement dated August 15, 2019, among BCAC, the Escrow Agent and the IPO Underwriters;

    "Estimated Merger Consideration Amount" means (a) the Base Merger Consideration Amount minus (b) the amount, if any, by which the Estimated Total Net Debt (as defined in the transaction agreement) exceeds the Target Total Net Debt (as defined in the transaction agreement) plus (c) the amount, if any, by which the Target Total Net Debt exceeds the Estimated Total Net Debt, plus (d) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital (each as defined in the transaction agreement), minus (e) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital;

    "Extraordinary Dividend" means any dividend, together with all other dividends payable in the same calendar year, that has an aggregate absolute dollar value which is greater than $0.25 per share, with the adjustment to the applicable price (as the context may require) being a reduction equal to the amount of the excess;

    "Exchange Act" means the United States Securities Exchange Act of 1934;

    "exchange agent" means PNC Bank, N.A.;

    "excluded shares" means shares of VWE capital stock held by VWE or held in VWE's treasury, which include any repurchased shares;

    "Extension" means, conditional upon the transactions not being completed on or prior to May 15, 2021, the extension of the Permitted Timeline for BCAC to complete the transactions by no later than [    ·    ], 2021;

    "Extension Resolution" means the ordinary resolution of the holders of Class A restricted voting shares approving the Extension;

    "Founder's Shares" means the 10,062,500 Class B shares issued to BCAC's Sponsor prior to the closing of the IPO, of which 1,062,500 were relinquished in connection with the partial exercise by the IPO Underwriters of the Over-Allotment Option;

    "Founder's Warrants" means the 12,000,000 share purchase warrants issued to BCAC's Sponsor at an offering price of $1.00 per Founder's Warrant at the closing of the IPO, with each whole Founder's Warrant entitling the holder thereof, commencing 65 days following the closing of BCAC's qualifying acquisition, to purchase one Class A restricted voting share (and following the closing of the transactions, one share of New VWE Holdco common stock) at a price of $11.50 per share, subject to adjustment;

    "GAAP" means accounting principles generally accepted in the United States of America;

    "IPO" means the initial public offering of BCAC completed on August 15, 2019;

    "IPO Closing Date" means August 15, 2019, the closing date of BCAC's IPO;

    "IPO Prospectus" means BCAC's final long form prospectus dated August 8, 2019;

    "IPO Underwriters" means Canaccord Genuity Corp. and Citigroup Global Markets Canada Inc.;

    "IPO Underwriting Agreement" means the underwriting agreement dated August 8, 2019, among BCAC, BCAC's Sponsor and the IPO Underwriters;

    "Major Investors" means the Sponsor, the Roney Investors, the Rudd Investors and the Sebastiani Investors;

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    "merger" means the proposed merger of merger sub into VWE, with VWE surviving the merger as the surviving corporation;

    "Merger Consideration" means the Base Merger Consideration adjusted as follows: the Base Merger Consideration will be (i) increased at a rate of one share of New VWE Holdco common stock for each $10 increment that the Estimated Merger Consideration Amount is greater than the Base Merger Consideration Amount and (ii) decreased at a rate of one share of New VWE Holdco common stock for each $10 increment that the Estimated Merger Consideration Amount is less than the Base Merger Consideration Amount;

    "merger sub" means VWE Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of BCAC;

    "MIP Payment Amount" means the aggregate amount payable to former holders of any VWE stock options cancelled at the effective time pursuant to the transaction agreement,

    "Nasdaq" means The Nasdaq Stock Market LLC;

    "NRS" means the Nevada Revised Statutes;

    "New VWE Holdco" means only Vintage Wine Estates, Inc., a Nevada corporation (f/k/a Bespoke Capital Acquisition Corp. as of immediately following the effective time), exclusive of its subsidiaries, after giving effect to the transactions;

    "New VWE Holdco common stock" means the common stock, no par value per share, of New VWE Holdco;

    "OSC" means the Ontario Securities Commission;

    "Over-Allotment Option" means the option granted by BCAC to the IPO Underwriters to purchase up to an additional 5,250,000 Class A restricted voting units, at a price of $10.00 per Class A restricted voting unit, exercisable for a period of 30 days from the IPO Closing Date, to cover over-allotments, if any, and for market stabilization purposes;

    "Permitted Timeline" means the allowable time period within which BCAC must consummate its qualifying acquisition, being 18 months from the IPO Closing Date (or 21 months from the IPO Closing Date if BCAC has executed a definitive agreement for a qualifying acquisition within 18 months from the IPO Closing Date but has not completed the qualifying acquisition within such 18-month period), as it may be extended or shortened as described in the IPO Prospectus;

    "Per Share Earnout Shares" means the number of Earnout Shares issued pursuant to the transaction agreement divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);

    "Per Share Adjustment Escrow Deposit" means the Adjustment Escrow Deposit divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);

    "Per Share Adjustment Escrow Release" means the number of shares of New VWE Holdco common stock transferrable to the VWE shareholders upon release of all or a portion of the Adjustment Escrow Deposit pursuant to the transaction agreement divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);

    "Per Share Merger Consideration" means the number of shares of New VWE Holdco common stock equal to the Merger Consideration divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);

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    "PPP Note" means the Note, dated as of April 14, 2020, issued by VWE to Bank of the West, in the original principal amount of $6,524,977, issued pursuant to the loan program known as the Paycheck Protection Program under the CARES Act;

    "qualifying acquisition" means the acquisition, directly or indirectly, of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving BCAC;

    "Remaining Cash Amount" means $32,000,000 less the amount of the Series B Preference Amount (as defined in the transaction agreement);

    "repurchased shares" means shares of VWE capital stock that will be repurchased for cancellation from TGAM immediately prior to the consummation of the transactions, as described in the transaction agreement;

    "Roney Investors" means the Patrick A. Roney and Laura G. Roney Trust and Sean Roney;

    "Roney Trust" means the Patrick A. Roney and Laura G. Roney Trust;

    "Rudd Investors" means the Rudd Trust and the SLR Trust;

    "Rudd Trust" means Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended (as successor to the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended);

    "Sebastiani Investors" means Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P.;

    "SEC" means the United States Securities and Exchange Commission;

    "Securities Act" means the United States Securities Act of 1933;

    "shareholders' agreement" means the shareholders' agreement, dated April 4, 2018, among VWE and its shareholders;

    "SLR Trust" means the SLR Non-Exempt Trust U/A/D 4/21/2018 (as successor to the SLR 2012 Gift Trust U/A/D 12/31/2012);

    "Specified Investors" means the Sponsor and all holders of VWE capital stock, excluding Wasatch;

    "Sponsor" means Bespoke Sponsor Capital LP, a Cayman Islands limited partnership;

    "Sunset Date" means the date of the first annual meeting of shareholders of New VWE Holdco that is held after the fifth anniversary of the effective date of the New VWE Holdco articles of incorporation.

    "Tax Act" means the Income Tax Act (Canada), including the regulations promulgated thereunder;

    "TGAM" means TGAM Agribusiness Fund Holdings LP, a Delaware limited partnership, and affiliated investment funds;

    "transactions" means the domestication, the merger and the other transactions contemplated by the transaction agreement;

    "transaction agreement" means the transaction agreement dated February 3, 2021, among BCAC, merger sub, VWE, the Sponsor, and Darrell D. Swank as the Seller Representative;

    "TSX" means the Toronto Stock Exchange;

    "VWE" means Vintage Wine Estates, Inc., a California corporation;

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    "VWE credit facility" means the Loan and Security Agreement, dated July 18, 2019, among VWE, Girard Winery, LLC, Mildara Blass, Inc., Grove Acquisition, LLC, Sabotage Wine Company, LLC, Grounded Wine Project, LLC, and Splinter Group Napa, LLC, as borrowers, Bank of the West, as administrative agent and collateral agent, and the other lenders party thereto, as amended;

    "VWE dissenting shares" has the meaning given to such term in Annex D, "VWE Shareholder Appraisal Rights";

    "VWE Investors" means the Roney Investors, the Rudd Investors and the Sebastiani Investors;

    "Warrant Agent" means TSX Trust Company;

    "Warrant Agreement" means the Warrant Agency Agreement, dated as of August 15, 2019, between BCAC and the Warrant Agent;

    "Wasatch" means Casing & Co. f/b/o Wasatch Microcap Fund; and

    "Winding-Up" means the liquidation and cessation of the business of BCAC, upon which BCAC will be permitted to use up to a maximum of $50,000 of any interest and other amounts earned from the proceeds in the escrow account to pay actual and expected costs and expenses in connection with applications to cease to be a reporting issuer and winding-up and dissolution expenses, as determined by BCAC.

        Defined terms in the financial statements contained in this consent solicitation statement/prospectus have the meanings given to them in the financial statements.

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QUESTIONS AND ANSWERS

        The following are answers to certain questions that you may have regarding the transactions and the consent solicitation. We urge you to read carefully this consent solicitation statement/prospectus in its entirety because the information in this section may not provide all the information that might be important to you. Additional important information is also contained in the annexes to this consent solicitation statement/prospectus.


QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Q:    WHAT ARE THE TRANSACTIONS?

A:
BCAC, merger sub and VWE have entered into the transaction agreement, dated February 3, 2021, pursuant to which merger sub will merge with and into VWE, with VWE surviving the merger as a wholly owned subsidiary of BCAC. Immediately prior to the merger, BCAC will change its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada and thereafter change its name to Vintage Wine Estates, Inc. See "The Transaction Agreement."

    A copy of the transaction agreement is attached to this consent solicitation statement/prospectus as Annex A. You are urged to read carefully this consent solicitation statement/prospectus and the transaction agreement in their entirety.

Q:    WHY AM I RECEIVING THIS DOCUMENT?

A:
This document constitutes a consent solicitation statement of VWE and a prospectus of BCAC. This document is a consent solicitation statement of VWE because the board of directors of VWE is soliciting written consents hereby from VWE shareholders. This document also constitutes a prospectus of BCAC with respect to the New VWE Holdco common stock and New VWE Holdco warrants issuable in connection with the domestication and the New VWE Holdco common stock issuable in connection with the merger.

    VWE is soliciting the written consents of the VWE shareholders with respect to the approval and adoption of the transaction agreement, the merger and the other transactions contemplated by the transaction agreement (the "VWE Merger Proposal"). If you are a VWE shareholder, you are receiving the consent solicitation statement contained herein in order to solicit your written consent to the VWE Merger Proposal.

    BCAC is providing the prospectus contained herein for the related offering of (1) New VWE Holdco common stock and New VWE Holdco warrants issuable in connection with the domestication and (2) the New VWE Holdco common stock issuable to the VWE shareholders in connection with the merger.

    The transactions cannot be completed without obtaining requisite BCAC shareholder and VWE shareholder approvals, including VWE shareholder approval of the VWE Merger Proposal as set forth in this consent solicitation statement/prospectus. This consent solicitation statement/prospectus provides detailed information about the consent solicitation and the transactions. BCAC shareholders will consider and vote upon a proposal to approve the domestication, a proposal to approve the merger and the other transactions, and the Extension at the BCAC special meeting expected to be held in the second calendar quarter of 2021. Notice of the BCAC special meeting and accompanying BCAC Canadian circular will be delivered to BCAC shareholders together with the BCAC Canadian prospectus, consistent with the requirements under MJDS for Canadian foreign private issuers.

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Q:    WHAT WILL VWE SHAREHOLDERS RECEIVE IN THE MERGER?

A:
Upon the effective time of the merger, each share of VWE capital stock issued and outstanding immediately prior to the effective time (other than VWE dissenting shares and excluded shares) will be converted into:

the right to receive the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit; and

a contingent right to receive, if and when payable, the Per Share Adjustment Escrow Release and, other than in the case of Wasatch, the Per Share Earnout Shares.

    No fractional shares of New VWE Holdco common stock will be issued in connection with the merger and instead, any such fractional share that would otherwise result will be rounded down to the nearest whole share.

    Based on the number of shares of VWE capital stock outstanding as of [    ·    ], 2021, a total of approximately [            ] shares of New VWE Holdco common stock are expected to be issued to shareholders of VWE in connection with the merger.

    See "How Will the Merger Affect Options to Purchase VWE Capital Stock?" below for a discussion of treatment of VWE stock options upon the effective time of the merger.

    In addition, pursuant to the transaction agreement, VWE will repurchase for cancellation shares of VWE Series B stock from TGAM having a value equal to the Remaining Cash Amount at a price per share equal to the Per Share Merger Consideration (as determined as set forth in the transaction agreement). Such repurchase will be deemed effective immediately prior to the closing of the transactions and is conditioned upon, among other things, the occurrence of the closing of the transactions. Payment of the Remaining Cash Amount will be made by BCAC on behalf of VWE substantially contemporaneously with the closing of the transactions. Repurchased shares will, immediately prior to the closing of the transactions, no longer be deemed outstanding and will constitute excluded shares for purposes of the merger.

Q:    HOW WILL THE MERGER AFFECT OPTIONS TO PURCHASE VWE CAPITAL STOCK?

A:
At the effective time of the merger, each option to purchase shares of VWE capital stock outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled in exchange for a cash payment equal to (i) the excess, if any, of the deemed fair market value per share of VWE capital stock represented by the Per Share Merger Consideration over the exercise price of such option multiplied by (ii) the number of shares of VWE capital stock subject to such option (without interest and subject to any required withholding tax). If the exercise price of any VWE stock option is equal to or greater than the Per Share Merger Consideration, such option will be cancelled without any cash payment being made in respect thereof.

Q:    WHAT WILL BCAC SHAREHOLDERS AND BCAC WARRANTHOLDERS RECEIVE IN THE DOMESTICATION?

A:
Upon the effectiveness of the domestication:

each BCAC Class A restricted voting share (other than BCAC dissenting shares) will be converted on a one-to-one basis into a share of New VWE Holdco common stock;

each Founder's Share, other than those Founder's Shares surrendered to BCAC for cancellation pursuant to the transaction agreement, will be converted on a one-to-one basis into a share of New VWE Holdco common stock; and

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    each BCAC share purchase warrant, other than those surrendered by the Sponsor to BCAC for cancellation pursuant to the transaction agreement, will continue and remain outstanding on a one-for-one basis as a New VWE Holdco warrant.

    Following the effectiveness of the domestication and prior to the merger, each share of New VWE Holdco common stock issued in respect of a BCAC Class A restricted voting share previously validly deposited for redemption and not otherwise redeemed prior to such date will be redeemed by New VWE Holdco. See "Do BCAC Shareholders Have Redemption Rights?"

Q:    WHEN WILL THE MERGER BE COMPLETED?

A:
The parties currently expect that the merger will be completed in the second calendar quarter of 2021. However, neither BCAC nor VWE can assure you of when or if the merger will be completed and it is possible that factors outside of the control of both companies could result in the merger being completed at a different time or not at all. VWE must first obtain the written consent of VWE shareholders for the merger and BCAC and VWE must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See "The Transaction Agreement—Conditions to the Merger."

Q:    WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:
If the merger is not completed, VWE will not merge with and into merger sub and VWE shareholders will not receive any merger consideration for their shares of VWE capital stock. Instead, VWE will remain a privately held company, and BCAC will wind-up.

Q:    WHY IS BCAC PROPOSING THE MERGER?

A:
BCAC is a special purpose acquisition corporation organized for the purpose of effecting an acquisition, directly or indirectly, of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC (a "qualifying acquisition").

    BCAC evaluated over 150 targets in its acquisition search and signed over 75 non-disclosure agreements, identifying VWE in August of 2020. During the evaluation period, BCAC focused on identifying and acquiring a consistently growing private company in an industry with structural tailwinds, with strong management to which BCAC could add value. Based on its due diligence investigations of VWE and the industry in which it operates, including the financial and other information provided by VWE in the course of their negotiations in connection with the transaction agreement, BCAC believes that VWE meets all of these criteria. As a result, BCAC believes that a merger with VWE will provide BCAC shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled "The Merger—Recommendation of the VWE Board of Directors and Reasons for the Merger".

Q:
DID THE BCAC BOARD OR VWE BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

A:
Neither BCAC's board of directors nor VWE's board of directors obtained a third-party valuation or fairness opinion in connection with their determination to approve the merger.

    BCAC's officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of BCAC's financial advisors, enabled them to make the necessary analyses and determinations regarding the merger. In

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    addition, BCAC's officers, directors and advisors have substantial experience with mergers and acquisitions.

    Likewise, VWE's officers and directors have substantial experience in evaluating possible business combinations. VWE's board of directors concluded that such experience, together with the experience of VWE's financial and legal advisors, enabled it to make the necessary analyses and determinations regarding the merger.

Q:    DO BCAC SHAREHOLDERS HAVE REDEMPTION RIGHTS?

A:
In connection with the Extension and the transactions (which would constitute BCAC's qualifying acquisition), BCAC will provide holders of Class A restricted voting shares the opportunity to redeem all or a portion of their Class A restricted voting shares (or the New VWE Holdco common stock into which such shares are converted upon the domestication). The procedures for redemption will be described in detail in the BCAC Canadian circular and the BCAC Canadian prospectus to be delivered to BCAC shareholders in connection with the BCAC special meeting. Following the effectiveness of the domestication and prior to the merger, each share of New VWE Holdco common stock issued in respect of a BCAC Class A restricted voting share previously validly deposited for redemption and not otherwise redeemed prior to such date will be redeemed by New VWE Holdco. The amount to be paid for such redemptions, if any, will be paid by New VWE Holdco following the domestication.

Q:    DO BCAC SHAREHOLDERS HAVE DISSENTERS' RIGHTS?

A:
Holders of BCAC Class A restricted voting shares will have a right to dissent under the BCBCA with respect to the domestication. Any registered holder of BCAC Class A restricted voting shares who validly exercises the dissent right may be entitled, in the event the domestication becomes effective, to be paid by New VWE Holdco the fair value of the BCAC Class A restricted voting shares held by such dissenting shareholder, which fair value will be determined as of the close of business on the day before the domestication was adopted. However, given the availability of redemption rights and based on past Canadian special purpose acquisition corporation experience, BCAC does not expect dissent rights to be exercised as it is significantly more cumbersome for a shareholder to exercise dissent rights than to redeem.

Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE BCAC ESCROW ACCOUNT IF THE TRANSACTIONS ARE APPROVED?

A:
The net proceeds of BCAC's IPO, together with funds raised from certain private sales of Class B shares and warrants to BCAC's founder prior to the consummation of BCAC's IPO, were placed in the escrow account immediately following BCAC's IPO. In connection with the transactions, the funds in the escrow account will be used to pay holders of BCAC Class A restricted voting shares who exercise redemption rights (if any), to pay the Remaining Cash Amount, to fund the cash consideration payable to holders of VWE stock options cancelled in connection with the merger, to pay fees and expenses incurred in connection with the transactions (including aggregate fees of approximately $13,500,000 as deferred underwriting commissions related to BCAC's IPO, inclusive of the discretionary deferred portion of the underwriting commission), and to repay certain indebtedness of VWE. Any remaining funds in the escrow account will be used for New VWE Holdco's working capital and general corporate purposes.

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QUESTIONS AND ANSWERS ABOUT VWE'S CONSENT SOLICITATION

Q:    WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR VWE?

A:
The VWE board of directors has set [    ·    ], 2021 as the record date (the "record date") for determining VWE shareholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of VWE capital stock as of the close of business on the record date will be entitled to give a consent using the form of written consent furnished with this consent solicitation statement/prospectus.

Q:    WHAT CONSENT IS REQUIRED TO APPROVE THE VWE MERGER PROPOSAL?

A:
Approval of VWE Merger Proposal requires (1) the written consent of the Roney Investors, the Rudd Investors and TGAM, all of which have agreed to vote their shares of VWE capital stock in favor of the merger pursuant to the Company Support Agreement, and (2) the written consent of VWE shareholders holding a majority of the outstanding shares of each of the VWE Series A stock and the VWE Series B stock on the applicable record date, each voting as a separate class.

    Certain directors, executive directors and principal shareholders of VWE that are the beneficial owners of [    ·    ] shares or approximately [    ·    ]% of the outstanding shares of VWE on the record date, including a majority of the VWE Series A stock outstanding and all of the VWE Series B stock outstanding, solely in their capacity as VWE shareholders, have entered into the Company Support Agreement pursuant to which they have agreed to consent to the merger and the transaction agreement. Accordingly, it is anticipated that the shareholders of VWE will approve the VWE Merger Proposal.

Q:    WHAT DO VWE SHAREHOLDERS NEED TO DO NOW?

A:
VWE urges you to read this consent solicitation/prospectus carefully, including its appendices, and consider how the merger affects you. VWE shareholders are being asked to sign and return the written consent. VWE is not asking VWE shareholders for a proxy and VWE shareholders are not requested to send VWE a proxy.

Q:    WHAT OPTIONS DO VWE SHAREHOLDERS HAVE WITH RESPECT TO THE VWE PROPOSAL?

A:
With respect to the shares of VWE capital stock that you hold, you may sign a written consent to approve the proposed merger and the terms of the transaction agreement proposal (which is equivalent to a vote for the proposal) or to disapprove such proposal (which is equivalent to a vote against the proposal). Failure to sign and return your written consent will have the same effect as voting against the proposal.

Q:    HOW CAN I RETURN MY VWE WRITTEN CONSENT?

A:
If you hold shares of VWE capital stock as of the record date and you wish to submit your consent, then you must fill out the enclosed written consent, date and sign it, and promptly return it to VWE. Once you have completed, dated and signed the written consent, you may deliver it to VWE by faxing it to VWE at (707) 921-2792, Attention: Patrick A. Roney, or by emailing a pdf copy of your written consent to pat@vintagewineestates.com, or by mailing your written consent to Vintage Wine Estates, Inc., 205 Concourse Boulevard, Santa Rosa, California 95403, Attention: Patrick A. Roney.

    VWE will not be holding a shareholders' meeting to consider these proposals, and therefore you will be unable to vote by attending a shareholders' meeting.

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Q:    WHAT HAPPENS IF I DO NOT RETURN MY VWE WRITTEN CONSENT?

A:
If you are a record holder of shares of VWE capital stock and do not return a signed written consent, then that will have the same effect as a vote AGAINST the proposal to approve the merger.

Q:
WILL MY RIGHTS AS A NEW VWE HOLDCO SHAREHOLDER BE DIFFERENT FROM MY RIGHTS AS A VWE SHAREHOLDER?

A:
Yes. Upon completion of the merger, each shareholder of VWE will become a shareholder of New VWE Holdco. There are important differences between the rights of shareholders of VWE and shareholders of New VWE Holdco. Please carefully review the description of these differences in the section of this consent solicitation/prospectus titled "Comparison of Shareholders' Rights."

Q:    SHOULD I SEND MY STOCK CERTIFICATES IN NOW?

A:
No. If you are a VWE shareholder, then after the merger is consummated you will receive written instructions from the exchange agent for exchanging your certificates representing shares of VWE capital stock for certificates representing shares of New VWE Holdco common stock.

Q:    AS A VWE SHAREHOLDER, HOW DOES VWE'S BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A:
After careful consideration, VWE's board of directors has approved the terms of the transaction agreement, the merger and the other transactions contemplated by the transaction agreement and has determined that they are advisable, fair to and in the best interests of VWE shareholders. Accordingly, VWE's board of directors recommends that VWE's shareholders approve the VWE Merger Proposal by written consent.

Q:    ARE VWE'S SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:
Under California law, holders of VWE capital stock are entitled to appraisal rights in connection with the merger. If you do not wish to accept the merger consideration in the merger and you do not approve the merger by written consent, then you have the right under California law to seek from VWE the "fair value" of your shares in lieu of the New VWE Holdco common stock that you would receive if the merger is completed. VWE refers you to the information under Annex D, "VWE Shareholder Appraisal Rights," to this consent solicitation/prospectus and to the applicable California statute included therein for information on how to exercise your appraisal rights. Failure to follow all of the steps required under the California law will result in the loss of your appraisal rights.

Q:    WHAT IF I AM A RECORD HOLDER AND I DO NOT INDICATE A DECISION WITH RESPECT TO THE PROPOSAL?

A:
If you are a record holder on the record date of shares of VWE capital stock and you return a signed written consent without indicating your decision on a proposal, then you will have given your consent to approve and adopt the transaction agreement, the merger and the other transactions contemplated by the transaction agreement.

Q:    WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

A:
The VWE board of directors has set [    ·    ], 2021 as the targeted final date for receipt of written consents. VWE reserves the right to extend the final date for receipt of written consents beyond [    ·    ], 2021 in the event that consents approving the merger and adopting and approving the transaction agreement and the transactions contemplated thereby have not been obtained by that

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    date from holders of a sufficient number of shares of VWE capital stock to satisfy the conditions to the merger. Any such extension may be made without notice to shareholders.

Q:    CAN I CHANGE OR REVOKE MY WRITTEN CONSENT?

A:
Yes, if you are a record holder on the record date of shares of VWE capital stock, then you may change or revoke your consent to a proposal at any time before the consents of a sufficient number of shares to approve and adopt such proposal have been filed with the corporate secretary of VWE. If you wish to change or revoke your consent before that time, then you may do so by delivering a new written consent with a later date by one of the means described in the section titled "VWE's Solicitation of Written Consents" or by delivering a notice of revocation to the corporate secretary of VWE.


QUESTIONS AND ANSWERS ABOUT THE BCAC SPECIAL MEETING

Q:    ARE BCAC SHAREHOLDERS BEING ASKED TO VOTE ON THE TRANSACTIONS?

A:
BCAC shareholders are being asked to consider and vote on a proposal to approve the domestication, a proposal to approve the merger and the other transactions, and the Extension at the BCAC special meeting expected to be held in the second calendar quarter of 2021. Notice of the BCAC special meeting and accompanying BCAC Canadian circular and BCAC Canadian prospectus will be delivered to BCAC shareholders.

Q:    WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS AT THE BCAC SPECIAL MEETING?

A:
With respect to the proposal to approve the domestication, the affirmative vote of two-thirds of the votes cast by holders of BCAC Class A restricted voting shares and holders of BCAC Class B shares, voting as a single class, present in person or represented by proxy at the BCAC special meeting is required to approve such proposal.

    With respect to the proposal to approve the merger and the other transactions, the affirmative vote of a majority of the votes cast by holders of BCAC Class A restricted voting shares and holders of BCAC Class B shares, voting as a single class, present in person or represented by proxy at the BCAC special meeting is required to approve such proposal.

    With respect to the proposal to extend the Permitted Timeline, the affirmative vote of a majority of the votes cast by holders of BCAC Class A restricted voting shares present in person or represented by proxy at the BCAC special meeting is required to approve such proposal.

Q:    HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS AT THE BCAC SPECIAL MEETING?

A:
The Sponsor owns of record and is entitled to vote 9,000,000 BCAC Class B shares, representing 20% of the combined voting power of BCAC Class A restricted voting shares and Class B shares. In connection with the execution of the transaction agreement, the Sponsor, in its capacity as a shareholder of BCAC, entered into a support agreement (the "Founder Support Agreement"), pursuant to which the Sponsor agreed, among other things, to vote in favor of the proposals at the BCAC special meeting. See "Other Agreements—Founder Support Agreement."

    Only holders of BCAC Class A restricted voting shares will be allowed to vote on the Extension Resolution.

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SUMMARY

        This summary highlights selected information included in this consent solicitation statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer to better understand the transactions.

The Parties to the Transactions

Bespoke Capital Acquisition Corp. and Bespoke Sponsor Capital LP

        Bespoke Capital Acquisition Corp., or BCAC, is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia. BCAC was organized for the purpose of effecting an acquisition, directly or indirectly, of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving BCAC, referred to herein as a "qualifying acquisition."

        Bespoke Sponsor Capital LP, or the Sponsor, is a Cayman Islands limited partnership. The Sponsor is controlled by its general partner, Bespoke Capital Partners, LLC ("Bespoke"), a private equity firm founded in 2014 by experienced private equity veterans, Rob Berner and Mark Harms. Each of BCAC's executive officers and directors hold indirect economic interests in the Sponsor. Since its inception in 2014, Bespoke has been involved in transactions with a combined enterprise value of over $2.5 billion, including the recapitalization of Vinventions LLC, one of the world's largest providers of closures (corks, screwcaps, etc.) to the global wine industry. Its principals have completed over $130 billion of M&A transactions during their careers. Global Leisure Partners, Bespoke's affiliated merchant bank, has completed over $50 billion in transactions since 2004.

        Paul Walsh is the Executive Chairman of BCAC. Mr. Walsh was the CEO of Diageo for 13 years. Under Mr. Walsh's stewardship as CEO, Diageo's shareholder value inceased by approximately $80 billion. When Paul departed Diageo, it was the #1 branded spirits company in the world as measured by sales. Mr. Walsh also has deep wine industry expertise, as under his stewardship Diageo was one of the largest producers of wines in California. He also managed the Moet Hennessey joint venture with LVMH for premium wines and champagnes. Mr. Walsh has a track record of driving both organic growth and transformational M&A.

        BCAC Class A restricted voting shares and warrants are listed on the TSX under the symbols "BC.U" and "BC.WT.U", respectively. BCAC Class A restricting voting shares are also listed on Nasdaq under the symbol "BSPE". BCAC currently maintains its executive offices at 3rd Floor, 115 Park Street, London W1K 7AP, United Kingdom and its registered office at 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver, BC, V7X 1L3, Canada. The telephone number of BCAC's principal executive office is +44 (0) 20 7016 8050.

Vintage Wine Estates, Inc.

        VWE is a leading vintner in the United States, offering a collection of wines produced by award-winning, heritage wineries, popular lifestyle wines, innovative new wine brands and packaging concepts as well as craft spirits.

        Since its organization as a California corporation over 20 years ago, VWE has grown organically through brand creation and acquisitions to become the 15th largest wine producer based on cases of wine shipped in California. VWE has completed and integrated 20 acquisitions in the past 10 years, and completed 10 acquisitions in the past 5 years. VWE generally acquires the brands and inventories of a targeted business, eliminating redundant corporate overhead. VWE then integrates the acquired assets into its highly efficient production and distribution networks, quickly increasing the sales and margins of the acquired business.

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        VWE's mission is to maintain an entrepreneurial spirit, stay humble and focus on the customer. VWE respects the way people buy their wine—at its estate wineries, at retail, in restaurants, on the telephone, on the internet, on television, and by mail.

        VWE has three main businesses segments: wholesale, business-to-business ("B2B") and direct-to-consumer ("DTC"). VWE currently has over 50 brands, which allows it to diversify its offerings across price points, wine varietals and blends, as well as sales channels. Through these segments, VWE currently sells nearly 2 million nine-liter equivalent cases of wine per year. Specifically, VWE's brands sell at retail at price points between $10.00 and $150.00, with nearly 80% of sales in the $10.00 to $20.00 range. Through its diverse portfolio of brands, VWE offers consumers popular lifestyle offerings such as Layer Cake, as well as higher-end brands such as Girard, Clos Pegase, B.R. Cohn, Viansa and Laetitia. As a result, VWE offers products across a significant portion of the price and quality spectrum and has achieved a net revenue CAGR over 20% and an Adjusted EBITDA CAGR of 24% since 2010.

        VWE's wines have received hundreds of 90+ scores from top industry publications such as Wine Spectator, Wine Enthusiast and Robert Parker Wine Advocate, as well as multiple gold medals and media recognition. VWE's packaging has also received numerous design awards and VWE's hospitality experience consistently generates positive consumer reviews on platforms such as Trip Advisor, Yelp and Google.

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        VWE owns or controls approximately 900 acres of planted vineyards located in the premier winegrowing regions of the United States. VWE currently owns nine winery estates and leases three winery estates. These properties extend from the Central Coast of California to storied appellations in Napa Valley and Sonoma County, north to Oregon and Washington. VWE obtains fruit for its wines from owned and leased vineyards, as well as other sources.

        At June 30 2020 and for the year then ended, VWE had total assets of $511.7 million and total revenue of $189.9 million. VWE currently maintains executive offices at 205 Concourse Boulevard, Santa Rosa, California 95403. The telephone number of such offices is (707) 921-2800.

VWE Acquisition Sub Inc.

        VWE Acquisition Sub Inc., or merger sub, is a Delaware corporation and wholly owned subsidiary of BCAC that was incorporated on January 28, 2021 to facilitate the merger. At the effective time, merger sub will be merged with and into VWE, with VWE continuing as the surviving corporation. Merger sub's principal executive offices and its telephone number are the same as those of BCAC.

VWE's Business

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A strong foundation
A vibrant house of brands
A vision of the future

        The VWE story began in 2000, when co-founders Patrick Roney and Leslie Rudd acquired an iconic Napa Valley winery, Girard, and restored the brand to its former prestige. Vintage Wine Estates, Inc. was created in 2007 with the purchase of Windsor Vineyards, an early DTC-focused wine company.

        From this foundation, VWE has grown organically and through more than twenty successfully integrated acquisitions over the past twenty years into one of the fastest-growing, most innovative, wine companies in the United States, now owning more than 50 brands. Notably, VWE is expected to acquire Kunde Enterprises, Inc. ("Kunde") by merger, with VWE being the surviving corporation, before the consummation of the transactions contemplated by the transaction agreement. The Kunde acquisition is subject to negotiation of definitive transaction documents and customary closing conditions. See "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Kunde Acquisition" for details of this pending transaction.

GRAPHIC


Note: Fiscal Year ended June 30.

(1)
Kunde acquisition is expected to close in Q3 FY 2021.

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        With a net revenue CAGR exceeding 20% since 2010 and an Adjusted EBITDA CAGR of 24% since 2010, VWE is a successful industry consolidator with a strong track record and an extensive, actionable acquisition pipeline.

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Note: Fiscal year end changed from December 31 to June 30 starting in FY 2020.

(1)
Sales contribution as a % of total FY 2020A net sales excluding Other / Non-Allocable revenue of $5mm. Financial information of VWE for periods prior to the fiscal year ended December 31, 2017 has not been audited in accordance with the standards of the U.S. Public Company Accounting Oversight Board (the "PCAOB"). See "VWE's projections are subject to significant risks, assumptions, estimates and uncertainties and historical financial information for periods prior to fiscal 2017 has not been audited in accordance with PCAOB standards. As a result, VWE's revenues, expenses and profitability for these future and historical periods are subject to uncertainty and may differ materially from the amounts set forth herein."

(2)
Excludes B2B Segment

(3)
Reflects adjustment from FY ending December 31 to FY ending June 30.

        VWE's house of brands is supported by a "three-legged stool" of three business segments: wholesale (approximately 41% of revenue), available in over 43,000 retail locations; direct-to-consumer / ecommerce (approximately 30% of revenue); and business-to-business (about 29% of revenue). Each leg of the stool contributes significantly to growth, revenue and the strength of the company taken as a whole. VWE believes that this balance provides a powerful competitive advantage by enabling the company to weather downturns and contributing to resiliency during recessions.

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Note: Revenue breakdown represents FY 2020 ended June 30. Sales contribution as a % of total FY 2020A net sales excluding Other / Non-Allocable revenue of $5mm.

        VWE is a consumer-centric company. Focusing on consumer needs and wants drives its success. VWE is committed to making wine accessible at virtually every price point and in all sales channels, with a focus on the highest growth premium $10-and-above category. Nearly all of the VWE portfolio is priced at $10 and above for retail sale.

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        VWE has an omni-channel marketing and sales strategy, suiting customers with diverse preferences about how to buy wine. The company's strategy is to be everywhere that people choose to buy wine—whether through wholesale or direct-to-consumer, in a tasting room, through e-commerce (VWE has more than 850,000 subscribers), by telephone or on television. VWE operates 12 winery estates, 14 tasting rooms, and 19 wine clubs that have built relationships with more than 36,000 members. VWE

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makes wines across a broad range of flavor profiles and categories, from traditional to innovative, endeavoring to satisfy ever-changing consumer tastes and expectations.

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        VWE's robust business-to-business segment provides custom-crush and production services, whereby VWE produces wine in its licensed wine facilities for outside customers as well as private label brands for major retailers, including Costco, Albertson's, Target, Total Wines & More and others. This segment represents a rapidly growing opportunity for incremental business with existing customers.

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(1)
Financial information of VWE for periods prior to the fiscal year ended December 31, 2017 has not been audited in accordance with the standards of the U.S. Public Company Accounting Oversight Board (the "PCAOB"). See "Risk Factors—Risks Related to VWE's Business—VWE's projections are subject to significant risks, assumptions, estimates and uncertainties and historical financial information for periods prior to fiscal 2017 has not been audited in accordance with PCAOB standards. As a result, VWE's revenues, expenses and profitability for these future and historical periods are subject to uncertainty and may differ materially from the amounts set forth herein."

(2)
Reflects switch from the fiscal year ending December 31 to the fiscal year ending June 30.

        VWE has invested in infrastructure, including a recent warehouse expansion and the completion of its high-speed bottling line, to prepare to fill the pipeline needed to achieve growth aspirations. In particular, a $45 million project near completion at VWE's Ray's Station facility is designed to accommodate rapid growth efficiently and sustainably. Specifically, the completed facility is expected to more than double VWE's production capacity and create operating efficiencies that will increase VWE's Adjusted EBITDA margin.

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(1)
Pro forma for the full year financial contribution of Kunde.

        VWE's leadership team has more than 100 years of combined industry experience. Each member brings years of expertise, knowledge and core competencies. Co-founder and Chief Executive Officer Patrick Roney leads acquisitions; President Terry Wheatley directs sales, marketing and innovation; Chief Operating Officer Jeff Nicholson oversees production and the supply chain; Chief Financial Officer Kathy DeVillers leads finance and administration.

        VWE is committed to environmental and social sustainability. VWE supports practices that benefit vineyards and the environment, VWE's employees and customers, the U.S. wine industry and the communities in which VWE operates. VWE promotes sustainability, diversity and inclusion inside VWE and in the U.S. wine industry. More than half of VWE's employees at the Manager level or above are women.

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VWE's Industry

        VWE operates in the global wine industry and currently focuses its efforts in the United States. The global wine industry is enduring, having operated successfully for thousands of years around the world. It is a major part of the social fabric of Western societies, as evidenced by per capita wine consumption in the major wine consuming countries in Western and Eastern Europe, Australia, certain countries in South America, and South Africa. Wine consumption is enjoyed by many millions of people around the world, forming the foundation of a recession resistant, over $50 billion industry in the United States and an approximately $364 billion industry globally according to data from Fortune Business Insights. The wine industry has experienced sustained growth over the past 25 years despite economic conditions that have been turbulent at times.

        The United States is the fourth largest producer of wine in the world. With production of 316 million cases in 2018, versus consumption of over 400 million cases, the United States consistently consumes more wine than it produces. Unlike many of the other major wine producers, the U.S. exports relatively little wine. Specifically, eight of the top ten producing wine countries—Italy, France, Spain, Argentina, Australia, Chile and South Africa—produce more wine than they consume domestically. In spite of its over $50 billion market size, the U.S. wine market has substantial room to catch up with consumption trends in other countries. VWE believes that the U.S. wine industry has considerable growth potential as wine consumption in the U.S. lags behind France, Italy and other developed countries, indicating that there is a significant opportunity to increase consumption among less frequent wine drinkers. VWE believes that innovation is key to growing consumption with creative products, packaging and marketing as well as a particular focus on Millennials coming into their peak earning years.

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(1)
9-liter equivalent cases. Bw166 data as of December 2020.

(2)
Per capita consumption figures as of 2018 per Bw166.

        The United States wine industry is fragmented, with the top 10 wineries holding approximately 70% market share by volume but approximately only 40% of consumer spending. Over the past 10 years, as a result of "premiumization" and a proliferation of new wineries, the volume share of the top 10 wineries reduced from roughly 80% to 70%, with the top 10 value share declining from approximately 45% to 40%.

        Large wineries generally rely on distributors for the vast proportion of their sales, with DTC averaging approximately 10% of their sales, versus VWE DTC sales of nearly 30%. The wine industry, relative to the spirits industry, has benefitted from a loosening of the traditional three tier distribution structure such that DTC distribution is now possible in 45 states and Washington, D.C., by licensed wineries. VWE has been a market leader in exploiting the omni-channel approach to marketing wine, coupling powerful distribution with strong and rapid innovation in packaging and product design, and a continually growing brand mix.

        Premiumization is a major industry trend, with consumption increases driven largely in the $10.00 or more retail price per bottle premium and luxury wine categories. Over the past ten years, the premium segment ($10 to $20 retail sales price) has grown on average by 6.6% annually. According to Nielsen data, U.S. wine sales in the premium and luxury segments at $11 per bottle and above grew 21% year-over-year in the 52-week period ending October 31, 2020, while sales in the price segments at $10.99 per bottle and below grew just 8%. VWE focuses on the premium and luxury wine segments, offering a variety of lifestyle, luxury and ultra-luxury brands that it sells through an omni-channel approach to the market.

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Note: Represents off-premise sales which have benefitted during the COVID-19 time period.

(1)
Nielsen Total US MULO + AOC for the 52 week period ending October 31, 2020. Per January 2021 Wine Business Monthly.

The Transactions and the Transaction Agreement

        The terms and conditions of the transactions, including the domestication and the merger, are contained in the transaction agreement, which is attached as Annex A to this consent solicitation statement/prospectus. We encourage you to read the transaction agreement carefully.

        Pursuant to the transaction agreement and subject to the terms and conditions contained therein, (1) BCAC will change its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada, referred to as the domestication, (2) merger sub will merge with and into VWE with VWE surviving the merger as a wholly owned subsidiary of BCAC, referred to as the merger, and (3) BCAC will change its name to Vintage Wine Estates, Inc., or New VWE Holdco. The transactions will constitute BCAC's qualifying acquisition.

        Upon the effectiveness of the domestication:

    each BCAC Class A restricted voting share (other than BCAC dissenting shares) will be converted on a one-to-one basis into a share of New VWE Holdco common stock;

    each Founder's Share, other than those Founder's Shares surrendered to BCAC for cancellation pursuant to the transaction agreement, will be converted on a one-to-one basis into a share of New VWE Holdco common stock; and

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    each BCAC share purchase warrant, other than those surrendered by the Sponsor to BCAC for cancellation pursuant to the transaction agreement, will continue and remain outstanding on a one-for-one basis as a New VWE Holdco warrant.

        Upon the effective time of the merger, each share of VWE capital stock issued and outstanding immediately prior to the effective time (other than VWE dissenting shares and excluded shares) will be converted into:

    the right to receive the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit; and

    a contingent right to receive, if and when payable, the Per Share Adjustment Escrow Release and, other than in the case of Wasatch, the Per Share Earnout Shares.

        No fractional shares of New VWE Holdco common stock will be issued in connection with the merger and instead, any such fractional share that would otherwise result will be rounded down to the nearest whole share.

        Pursuant to the transaction agreement, VWE will repurchase for cancellation shares of VWE Series B stock from TGAM having a value equal to the Remaining Cash Amount at a price per share equal to the Per Share Merger Consideration (as determined as set forth in the transaction agreement). Such repurchase will be deemed effective immediately prior to the closing of the transactions and is conditioned upon, among other things, the occurrence of the closing of the transactions. Payment of the Remaining Cash Amount will be made by BCAC on behalf of VWE substantially contemporaneously with the closing of the transactions. Repurchased shares will, immediately prior to the closing of the transactions, no longer be deemed outstanding and will constitute excluded shares for purposes of the merger.

        Pursuant to the transaction agreement, upon the closing of the transactions, the Sponsor will surrender to BCAC for cancellation 3,000,000 Founder's Shares and 4,000,000 Founder's Warrants, in each case on the terms and subject to the conditions set forth therein.

        In connection with the execution of the transaction agreement, certain directors, executive directors and principal shareholders of VWE that are the beneficial owners of [    ·    ] shares or approximately [    ·    ]% of the outstanding shares of VWE on the record date, including a majority of the VWE Series A stock outstanding and all of the VWE Series B stock outstanding, have entered into the Company Support Agreement pursuant to which they have agreed to consent to the merger and the transaction agreement. Accordingly, it is anticipated that the shareholders of VWE will approve the VWE Merger Proposal.

Recommendation of the VWE Board of Directors

        After consideration, the VWE board of directors adopted resolutions determining that the transaction agreement, including the merger and the other transactions contemplated by the transaction agreement were advisable, fair to and in the best interests of VWE and its shareholders, approving and adopting the transaction agreement and the transactions contemplated thereby, including the merger, and directing that the transaction agreement be submitted to the holders of VWE capital stock for consideration. The VWE board of directors recommends that VWE shareholders approve and adopt the transaction agreement, the merger and the other transactions contemplated by the transaction agreement by signing and delivering, in the case of each such shareholder, the written consent furnished with this consent solicitation statement/prospectus.

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VWE's Reasons for the Merger

        In reaching its determinations and approvals as stated above, the VWE board of directors consulted with VWE's management, as well as its financial and legal advisors, and considered a number of factors, including its knowledge of VWE's business, operations, financial condition, earnings and prospects, and its knowledge of capital markets and the risks associated with pursuing the transactions contemplated by the transaction agreement. Among the factors that the VWE board of directors considered in favor of its determinations and approvals are:

    Merger Consideration.  The VWE board of directors considered that the merger consideration represents a full and fair valuation for VWE, and also considered that the consideration to be paid in the form of New VWE Holdco common stock provides VWE's shareholders with the opportunity to participate in any increase in value of the combined company as a result of the long-term potential growth opportunity, available synergies and complementary business of the combined company.

    Fit with BCAC.  The VWE board of directors considered that the BCAC directors who will join the New VWE Holdco board of directors will bring valuable experience with them. All have deep domain expertise in the consumer products industry and in corporate governance, as well as broad experience in finance and M&A. As part of his long career, Paul Walsh built the world's largest spirits business. Mark Harms is a senior private equity investor whose firm, GLP, has advised on over $60 billion of transactions to date, deploying over $500 million of capital into a number of investments. Prior to founding GLP, Mr. Harms worked at Oppenheimer as a Managing Director and at CIBC World Markets as the founder and head of the Consumer Growth Group. Rob Berner has been active in the private equity industry for over 30 years, including board service as Chairman to Johnnie-O LLC (men's lifestyle brand) and Diversified Distribution Systems, LLC (DDS), the largest specialty retail distribution and services business in the United States. Mr. Berner has been a partner of CVC, including service as Chairman of CVC US, and before then was a Managing Director at Ripplewood Holdings. He began his career in the investment banking division of Morgan Stanley. The VWE board of directors considered that the combined experience of these executives can help New VWE Holdco achieve its growth ambitions as a public company.

    Likelihood of Consummation.  The VWE board of directors considered that the transactions would likely be consummated as a result of (i) the comparable multiples and the certainty of value to VWE's shareholders offered by BCAC, (ii) the financial ability and willingness of BCAC to consummate the transactions, (iii) the transactions not being subject to any financing conditions and (iv) the reasonable and customary nature of the other conditions to the transactions.

    Negotiations with BCAC.  The VWE board of directors believes the merger consideration represented the highest value reasonably obtainable for the VWE capital stock. The VWE board of directors noted that BCAC had made concessions on economic and non-economic terms, improving its offer from the terms initially proposed, and that no other party had submitted an offer to acquire VWE at a higher price per share of VWE capital stock. For a detailed description of the negotiations with BCAC, see the section titled "Background of the Merger" of this consent solicitation statement/prospectus.

    Other Alternatives.  It is the belief of the VWE board of directors, after review of alternative strategic opportunities from time to time, that the merger represents the best potential transaction for VWE to create greater value for VWE's shareholders while providing liquidity through stock ownership in a public company.

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    Advantages Over an IPO.  Before executing the transaction agreement, the VWE board of directors considered the alternative of conducting an initial public offering of VWE's capital stock (a "VWE IPO"). The VWE board of directors considered that the transactions contemplated by the transaction agreement provide certain advantages over a VWE IPO, including that the transactions are likely to provide for a more time- and cost-effective means to raise capital with a higher likelihood of completion, greater valuation certainty, lesser dilution to VWE's existing shareholders and onboarding a value-adding Chairman and non-employee directors to the New VWE Holdco board of directors.

    Benefits of Being a Public Company.  The VWE board of directors believes that under public ownership it will have the flexibility and financial resources to pursue and execute an accelerated growth strategy to increase revenues and shareholder value and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

        For more information about the various factors considered by the VWE board of directors in reaching its decision to adopt the transaction agreement and approve the merger and the other transactions contemplated by the transaction agreement, see the section titled "The Merger—Recommendation of the VWE Board of Directors and Reasons for the Merger."

BCAC's Reasons for the Merger

        BCAC evaluated over 150 targets in its acquisition search and signed over 75 non-disclosure agreements, identifying VWE in August of 2020. During the evaluation period, BCAC focused on identifying and acquiring a consistently growing private company in an industry with structural tailwinds, with strong management to which BCAC could add value. BCAC believes VWE meets all of these criteria.

    Industry Tailwinds.  The BCAC team has a deep experience in the global wine industry, both as owner/manager of brands and through Bespoke's ownership of Vinventions, a major industry supplier. The industry is very large, fragmented and enduring, with a large and growing addressable market of over $50 billion in the United States alone. The industry has consistently grown, with a market value CAGR of 4% from 2005-2019. The industry has also continued to premiumize, with a 7-8% CAGR from 2017 to estimated-2022 in the greater-than-$10-at-retail wine segment, which the market considers premium and luxury wines. VWE generates 99% of its revenues from the $10-and-up category with more than 40 brands serving this part of the market.

    Management.  Led by Patrick Roney, Co-Founder, Chief Executive Officer and controlling shareholder of VWE, the management team has a focused approach to cost control, strong innovation capabilities, a powerful and diversified distribution capability, strong sales and marketing, and a high-quality portfolio of brands.

    Remarkable Historical Growth and Prospects for Future Financial Performance.  VWE's net revenue CAGR exceeding 20% since 2010 and its 24% Adjusted EBITDA CAGR since 2010 put it at the top of its industry in terms of long-term historical growth. This success has been driven by a combination of organic growth, new product innovation and over 20 successfully integrated acquisitions.

    M&A Strategy.  VWE has historically been a consistent, serial consolidator. Its business model is to acquire brands and inventories, eliminating redundant corporate and divisional overhead, and improving distribution. VWE seeks to improve gross margins of acquired companies by leveraging its in-place platform, including high volume state-of-the-art bottling and distribution capabilities, and driving direct-to-consumer ("DTC") revenues.

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    Innovation.  VWE has successfully made five product extensions outside of wine, including spirits (primarily for private label) and a wine-based hard seltzer (GAZE). VWE is evaluating entry into additional adjacent markets, including hard cider, cannabis-infused beverages (when federally legal), and other high-growth adjacencies. VWE has a history of rapid evaluation, development and introduction of new products and packaging concepts.

    Differentiated Distribution.  VWE has a proven and successful business model, with diversified distribution capabilities across channels. In the fiscal year ended June 30, 2020, VWE's DTC sales were approximately 29% of total revenues, with wholesale representing about 40% of revenue and B2B representing another 28% of revenue. This business model is substantially different from traditional wine companies that rely on wholesale to drive their business.

    Attractive Business.  VWE now has an attractive portfolio of more than 50 owned brands across all premium price points, available at more than 43,000 locations around the United States, with an 850,000-plus active email list of subscribers, more than 20 private label accounts with major national retailers such as Albertsons, Costco, Kroger and Target, and an owned production capacity exceeding 15 million cases annually. VWE is vertically integrated, with over 900 vineyard acres under its control.

    Low Cost, Well-Structured Debt.  VWE's blended debt cost is less than 3%, with a combination of mortgages on its vineyards and an asset based lending facility supported by approximately $208 million of inventories as of December 31, 2020.

        BCAC believes that it can contribute to the growth of VWE, as follows:

    Larger Acquisitions.  Bespoke has deep experience with medium- and large-scale M&A, as well as financing. VWE's M&A business model is applicable to both small and larger businesses. Post-merger and assuming no redemptions, the combined company is estimated to have approximately $23.9 million of net debt at closing and approximately $54 million of Adjusted EBITDA in fiscal year 2022 (excluding acquisitions). Assuming that New VWE Holdco can continue to acquire businesses at 5x synergized EBITDA multiples, this provides the combined company with approximately $1 billion of acquisition capacity. The combined company will also selectively fund acquisitions with stock consideration, which provides additional cushion.

    International Growth.  Bespoke is headquartered in London. Paul Walsh built the world's largest spirits business, which is headquartered in London. The Bespoke team has experience consummating transactions around the world, with relationships that are expected to add value to the growth of VWE.

    Brand Building.  Paul Walsh created several highly prominent brand families, including Johnnie Walker, while at Diageo. This experience will be valuable to VWE as the team builds out existing brands and adds new brands.

    Data Analytics.  The Bespoke principals have deep domain expertise around data analytics, which Bespoke believes will improve VWE's approach to pricing, optimize distribution, and further improve margins.

    Optimal Practices.  Bespoke believes that VWE is a well-managed business. Bespoke's principals, with their public company board and management experience, will oversee VWE's transition to optimal public company practices.

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VWE Solicitation of Written Consents

        VWE shareholders as of the record date that wish to consent to the merger must fill out the enclosed written consent, date and sign it, and return it to VWE by faxing it to VWE at (707) 921-2792, Attention: Patrick A. Roney, or by emailing a pdf copy of the signed written consent to pat@vintagewineestates.com, or by mailing the signed written consent to Vintage Wine Estates, Inc., 205 Concourse Boulevard, Santa Rosa, California 95403, Attention: Patrick A. Roney. VWE will not be holding a shareholders' meeting to consider this proposal and therefore VWE shareholders will be unable to vote in person by attending a shareholder meeting. Failure to sign and return a written consent will have the same effect as a vote AGAINST the proposal to approve the merger. See "VWE's Solicitation of Written Consents."

VWE's Directors and Executive Officers Have Financial Interests in the Merger

        Certain of VWE's executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of VWE's shareholders. The members of the VWE board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the transaction agreement and recommended that VWE shareholders approve the transaction agreement. See "The Merger—Interests of VWE Directors and Executive Officers in the Merger."

Treatment of VWE Equity Awards

        At the effective time of the merger, each option to purchase shares of VWE capital stock outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled in exchange for a cash payment equal to (i) the excess, if any, of the deemed fair market value per share of VWE capital stock represented by the Per Share Merger Consideration over the exercise price of such option multiplied by (ii) the number of shares of VWE capital stock subject to such option (without interest and subject to any required withholding tax). If the exercise price of any VWE stock option is equal to or greater than the Per Share Merger Consideration, such option will be cancelled without any cash payment being made in respect thereof. See "The Merger—Interests of VWE Directors and Executive Officers in the Merger" and "The Transaction Agreement—Treatment of VWE Equity Awards."

Regulatory Approvals Required for the Merger

        Completion of the merger is subject to the condition that any waiting period (and any extension thereof) applicable to the consummation of the transactions under applicable antitrust laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), will have expired or been terminated. BCAC and VWE have agreed to use their respective commercially reasonable efforts to cooperate with each other in timely making all filings and timely seeking all consents, permits, authorizations and approvals required from governmental entities, including under the HSR Act. The regulatory approvals to which completion of the merger are subject are described in more detail in the section of this consent solicitation statement/prospectus titled "Regulatory Approvals Required For The Merger."

Material U.S. Federal Income Tax Considerations of the Merger

        Although not free from doubt, VWE and BCAC intend the merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If the merger so qualifies, then a U.S. holder of VWE capital stock generally will not recognize any gain or loss as a result of the merger.

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        The tax considerations of the merger to each VWE shareholder may depend on such holder's particular facts and circumstances. VWE shareholders are urged to consult their tax advisors to understand fully the considerations to them of the merger in their specific circumstances. For more information, see "Material U.S. Federal Income Tax Considerations."

Material U.S. and Canadian Federal Income Tax Considerations of the Domestication

        Although not free from doubt, VWE and BCAC intend the domestication to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If the domestication so qualifies, then a U.S. holder of BCAC shares will be subject to Section 367(b) of the Code and, as a result, may be required to include BCAC's earnings in income, as described more fully under "Material U.S. Federal Income Tax Considerations." However, while uncertain and subject to change, BCAC does not expect to have significant cumulative earnings and profits, if any, on the date of the domestication. Additionally, as discussed more fully under "Material U.S. Federal Income Tax Considerations," BCAC believes that it is likely classified as a "passive foreign investment company" for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the domestication, it is possible that a U.S. holder of BCAC shares may be required to recognize gain in connection with the domestication under proposed Treasury Regulations, if finalized in their current form.

        Additionally, the domestication may cause non-U.S. holders of BCAC shares to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. holder's New VWE Holdco common stock after the domestication.

        The domestication will not constitute a disposition of property for Canadian federal income tax purposes and, accordingly, will not give rise to a capital gain or capital loss for such purposes.

        A Canadian Resident Holder will be required to include in computing such Canadian Resident Holder's income for Canadian federal income tax purposes the amount of any dividends received on the New VWE Holdco common stock at any time after the domestication. Provided that New VWE Holdco is not, and is not deemed to be, resident in Canada for Canadian federal income tax purposes at any relevant time after the domestication, dividends received at such time on the New VWE Holdco common stock by a Canadian Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from "taxable Canadian corporations," and a Canadian Resident Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income, in each case for Canadian federal income tax purposes; any dividends on New VWE Holdco common stock paid or credited or deemed to be paid or credited to a Non-Canadian Resident Holder after the domestication will not be subject to Canadian withholding tax. See "Material Canadian Federal Income Tax Considerations."

        The tax considerations of the domestication to each holder of BCAC shares or warrants may depend on such holder's particular facts and circumstances. Holders of BCAC shares or warrants are urged to consult their tax advisors to understand fully the considerations to them of the domestication in their specific circumstances. For more information, see "Material U.S. Federal Income Tax Considerations" and "Material Canadian Federal Income Tax Considerations."

Material U.S. and Canadian Federal Income Tax Considerations of the Exercise of Redemption Rights

        It is expected that for U.S. federal income tax purposes a holder that exercises its redemption rights to receive cash from the escrow account in exchange for its New VWE Holdco common stock will generally be treated as selling such New VWE Holdco common stock, resulting in the recognition of capital gain or capital loss for U.S. holders. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New VWE Holdco common stock that a holder owns or is deemed to own (including through the ownership of New VWE Holdco warrants).

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        Additionally, because the domestication will occur immediately prior to the redemption of any shares, U.S. holders exercising redemption rights will be subject to any potential tax consequences of the domestication.

        The shares of New VWE Holdco common stock into which Class A restricted voting shares submitted for redemption are converted on the domestication will be redeemed by New VWE Holdco after the domestication. For Canadian federal income tax purposes, the holder of such shares of New VWE Holdco common stock who holds such shares as capital property will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition (being the redemption price paid for such shares) exceed (or are less than) the aggregate adjusted cost base to the holder of such shares of New VWE Holdco common stock immediately before such disposition and any reasonable costs of disposition; in the case of Canadian Resident Holders, one-half of any such capital gain will be included in income for purposes of the Tax Act, and in the case of Non-Canadian Resident Holders, any such capital gain will not be subject to tax under the Tax Act provided that such shares are not "taxable Canadian property" of the Non-Resident Holder.

        The tax considerations of the exercise of redemption rights by each holder of BCAC shares may depend on such holder's particular facts and circumstances. Holders of BCAC shares are urged to consult their tax advisors to understand fully the considerations to them of the exercise of redemption rights in their specific circumstances. For more information, see "Material U.S. Federal Income Tax Considerations" and "Material Canadian Federal Income Tax Considerations."

VWE Shareholder Appraisal Rights

        VWE shareholders of record as of the record date that do not sign and submit written consents, and that take certain other actions required by California law, will have dissenters' rights under Chapter 13 of the CGCL. Exercise of these rights will result in the purchase of their VWE shares at "fair value," as determined in accordance with the CGCL. VWE shareholders who elect to exercise this right are encouraged to consult with financial and legal advisors. See "VWE Shareholder Appraisal Rights" attached to this consent solicitation statement/prospectus as Annex D.

Conditions to the Merger

Conditions to Each Party's Obligations

        The respective obligations of each of VWE, BCAC and merger sub to complete the merger are subject to the satisfaction (or waiver, if applicable) of the following conditions:

    the absence of any law enacted or order issued which remains in effect and enjoins or otherwise prohibits the consummation of the transactions;

    the receipt of BCAC shareholder approval, approving the domestication, the merger and the other transactions (the "BCAC shareholder resolutions") in accordance with the provisions of BCAC's articles and the BCBCA, applicable securities laws and applicable TSX and Nasdaq rules;

    the effectiveness of the registration statement on Form S-4, of which this consent solicitation statement/prospectus forms a part, and the absence of any stop order suspending such effectiveness and any proceedings pending before or threatened by the SEC for that purpose;

    the issuance by the OSC of a final receipt for the BCAC Canadian prospectus required by Canadian laws relating to the transactions;

    the approval of the TSX enabling (1) the merger to qualify as BCAC's qualifying acquisition and (2) the listing of the New VWE Holdco common stock and the New VWE Holdco warrants on the TSX after the effective time;

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    the approval for listing of the New VWE Holdco common stock and the New VWE Holdco warrants on Nasdaq as National Global Market securities within the meaning of Nasdaq Rule 5005(a)(27) (which condition has been waived by the parties with respect to the listing of the New VWE Holdco warrants on Nasdaq);

    the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the transactions under applicable antitrust laws, including the HSR Act; and

    the occurrence of the domestication.

Conditions to Obligations of BCAC and Merger Sub

        The obligation of BCAC of merger sub to complete the merger is also subject to the satisfaction, or waiver by BCAC, of the following conditions:

    the accuracy of the representations and warranties made by VWE in the transaction agreement, subject to certain materiality thresholds;

    performance in all material respects by VWE of the covenants required to be performed by it at or prior to the closing of the merger (the date of such closing being "closing date");

    the absence since the date of the transaction agreement of any material adverse effect on VWE;

    the termination or amendment of certain agreements between or among VWE shareholders will have occurred, as set forth in the transaction agreement;

    VWE must obtain a waiver or amendment of any event of default under the VWE credit facility that would result from the consummation of the transactions; and

    the receipt by BCAC of each of the agreements, instruments, certificates and other documents required to be delivered by VWE at or prior to the closing of the merger.

Conditions to Obligations of VWE

        The obligation of VWE to complete the merger is also subject to the satisfaction, or waiver by VWE, of the following conditions:

    the accuracy of the representations and warranties made by BCAC and merger sub in the transaction agreement, subject to certain materiality thresholds;

    performance in all material respects by BCAC and merger sub of the covenants required to be performed by it at or prior to the closing of the merger;

    the absence since the date of the transaction agreement of any material adverse effect on BCAC;

    the receipt of merger sub shareholder approval; and

    the receipt by VWE of each of the agreements, instruments, certificates and other documents required to be delivered by VWE at or prior to the closing of the merger.

No Solicitation

        Under the terms of the transaction agreement, VWE has agreed not to (1) initiate, solicit or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, an acquisition proposal, (2) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any person with respect to, or provide any non-public information or data concerning VWE or any of its affiliates to any person relating to, any proposal or offer that constitutes, or would reasonably be expected to result in, an acquisition proposal or (3) enter

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into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle or any other agreement relating to an acquisition proposal.

        VWE also agreed that immediately following the execution of the transaction agreement it will cause its representatives to cease any discussions or negotiations with any person or entity that may be ongoing with respect to an acquisition proposal. VWE also agreed to request from each person and entity with whom such discussions and negotiations have been terminated to return or destroy in accordance with the terms of the applicable confidentiality agreement all information furnished to such person or entity and use commercially reasonable efforts to enforce compliance with such request.

        VWE has agreed to promptly (and in any event within two business days) notify, both orally and in writing, BCAC of the receipt of any acquisition proposal or any request for information from, or any negotiations sought to be initiated or resumed with, the Company or its representatives concerning an acquisition proposal. VWE will promptly (and in any event within 48 hours) keep BCAC reasonably informed of any material developments regarding any acquisition proposal or request for non-public information from the proponent of an acquisition proposal.

Termination

        The transaction agreement may be terminated at any time prior to the effective time of the merger, whether before or after approval and adoption of the transaction agreement by VWE's shareholders or approval of the proposals required to effect the merger by BCAC's shareholders as follows:

    by written consent of both VWE and BCAC;

    by either VWE or BCAC if (a) prior to the closing, the transactions are enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order of a governmental entity of competent jurisdiction, (b) the closing has not occurred on or before May 15, 2021 or such later date which the BCAC shareholders approve ("outside date"), except that the right to terminate the transaction agreement pursuant to (a) or (b) will not be available to any party whose breach of any provision of the transaction agreement results in or materially contributes to (a) or (b), or (c) approval of the BCAC shareholder resolutions is not obtained at the BCAC special meeting or any adjournment or postponement thereof;

    by VWE if BCAC or merger sub breaches any representation, warranty or covenant in any material respect and has not cured its breach within 60 days of notice from VWE of such breach (unless VWE is itself in breach of the transaction agreement such that any of the mutual conditions to closing or conditions to BCAC and Merger Sub's obligation to close would not reasonably be capable of being satisfied by the outside date);

    by VWE if all of the conditions to the obligations of the parties to complete the merger have been satisfied or waived, but BCAC fails to consummate the closing within five business days following notice from VWE that it is prepared to consummate the closing;

    by VWE if the BCAC board of directors changed its recommendation that BCAC shareholders vote in favor of the BCAC shareholder resolutions;

    by BCAC if VWE breaches any representation, warranty or covenant in any material respect and has not cured its breach within 60 days of notice from BCAC of such breach (unless BCAC is itself in breach of the transaction agreement such that any of the mutual conditions to closing or conditions to VWE's obligation to close would not reasonably be capable of being satisfied by the outside date);

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    by BCAC if all of the conditions to the obligations of the parties to complete the merger have been satisfied or waived, but VWE fails to consummate the closing within five business days following notice from BCAC that it is prepared to consummate the closing;

    by BCAC if the VWE board of directors changes its recommendation that VWE shareholders vote in favor of the VWE Merger Proposal; or

    by BCAC if the VWE shareholders do not approve the VWE Merger Proposal within one day after the registration statement on Form S-4, of which this consent solicitation statement/prospectus forms a part, becomes effective.

Other Agreements

Founder Support Agreement

        In connection with the execution of the transaction agreement, the Sponsor, in its capacity as a shareholder of BCAC, entered into a support agreement (the "Founder Support Agreement"), pursuant to which the Sponsor agreed, among other things, to vote in favor of the proposals at the BCAC special meeting. See "Other Agreements—Founder Support Agreement".

Company Support Agreement

        In connection with the execution of the transaction agreement, certain VWE shareholders entered into a voting and support agreement (the "Company Support Agreement"), pursuant to which such VWE shareholders agreed, among other things, to vote in favor of the transaction agreement, the merger and the other transactions. Accordingly, it is anticipated that VWE shareholders will approve the VWE Merger Proposal. See "Other Agreements—Company Support Agreement".

Investor Rights Agreement

        In connection with the consummation of the merger and other transactions, a group of holders of New VWE Holdco common stock including principally the Roney Investors, the Rudd Investors, the Sebastiani Investors and the Sponsor will enter into an investor rights agreement, which will provide for, among other things, voting agreements, resale restrictions, registration rights and possible redemption of shares of New VWE Holdco common stock relating to the PPP Note. See "Other Agreements—Investor Rights Agreement".

        Pursuant to the investor rights agreement, the Specified Investors will agree to act in concert with respect to voting their shares of New VWE Holdco common stock with respect to the election of directors, and the Major Investors will agree to act in concert with respect to voting their shares of such stock regarding other matters. Following the transactions, the Specified Investors will beneficially own approximately [    ·    ]% of New VWE Holdco common stock, assuming no dissent rights are exercised and no redemptions by holders of BCAC Class A restricted voting shares. Depending primarily upon the level of such redemptions, New VWE Holdco may be a "controlled company" within the meaning of the Nasdaq corporate governance standards upon consummation of the transactions. See "New VWE Holdco Management and Governance After the Transactions—Controlled Company Exemption."

Listing

        BCAC Class A restricted voting shares and BCAC warrants are traded on the TSX under the symbols "BC.U" and "BC.WT.U", respectively. BCAC Class A restricted voting shares are also traded on Nasdaq under the symbol "BSPE".

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        Following the transactions, shares of New VWE Holdco common stock (including shares of New VWE Holdco common stock issuable in the merger) are expected to be listed on Nasdaq under the symbol "VWE" and shares of New VWE Holdco common stock (including shares of New VWE Holdco common stock issuable in the merger) and New VWE Holdco warrants are expected to be listed on the TSX under the symbols "VWE.U" and "VWE.WT.U", respectively.

Comparison of Shareholders' Rights

        Following the transactions, the rights of BCAC shareholders and VWE shareholders who become New VWE Holdco shareholders will no longer be governed by BCAC's notice of articles and articles or VWE's amended and restated articles of incorporation ("VWE's charter") and VWE's bylaws ("VWE's bylaws"), and instead will be governed by New VWE Holdco's articles of incorporation and New VWE Holdco's bylaws. See "Comparison of Shareholders' Rights."

Risk Factors

        In evaluating the transaction agreement and the transactions, as well as an investment in New VWE Holdco common stock, you should consider all the information contained in this consent solicitation statement/prospectus. In particular, you should consider the factors described under "Risk Factors." These risks include, among others, the following:

Risks Related to VWE's Business

    the potential adverse effect of the ongoing COVID-19 pandemic, or any future pandemic, epidemic or outbreak of infectious disease, on VWE's business and the U.S. economy and financial markets;

    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;

    potential loss of market share to competitors who have greater financial, technical, marketing and public relations resources available to them than VWE;

    VWE's significant reliance on its distribution channels;

    potential reputational harm to VWE's brands from internal and external sources;

    decreases in VWE's wine quality ratings;

    potential departures from VWE's senior management team;

    integration risks associated with VWE's 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, maintain compliance with covenants and other restrictions in the VWE credit facility, and adverse market reaction to any increased indebtedness VWE may incur in the future; and

    interest rate changes.

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Risks Related to New VWE Holdco and the Transactions

    potential disruption of, or reduced growth in, VWE's historical core businesses, due to diversion of management attention and uncertainty with VWE's current customer and supplier relationships;

    potential delays in the consummation of the transactions;

    the outcome of any legal proceedings that may be instituted against BCAC or VWE following announcement of the transaction agreement and the transactions contemplated therein;

    material conditions imposed on BCAC, VWE or New VWE Holdco in order to obtain any approvals required to complete the transactions, including those contained in any waivers with respect to or amendments of the VWE credit facility, may adversely affect the results of operations and prospects of the combined company;

    possible inability to list New VWE Holdco common stock on Nasdaq or possible inability of New VWE Holdco to comply with the continued listing standards of Nasdaq and the TSX;

    if the benefits of the transactions do not meet the expectations of investors or securities analysts, it could adversely affect the liquidity and price of New VWE Holdco's common stock;

    limited liquidity and trading of New VWE Holdco's securities;

    New VWE Holdco may be a "controlled company" within the meaning of the Nasdaq corporate governance standards and, as a result, New VWE Holdco may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements;

    the Major Investors will effectively control the outcome of all matters requiring approval of the New VWE Holdco shareholders, including composition of the board of directors, charter amendments, mergers, consolidations and asset sales, and the interests of the Major Investors may not align with the interests of other New VWE Holdco shareholders;

    the combined company will incur significant increased expenses and administrative burdens as a public company that VWE does not incur as a private company;

    tax on corporate migration from Canada under the Tax Act may adversely affect New VWE Holdco; and

    in addition to U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq, New VWE Holdco will continue to be subject to Canadian securities laws and the rules and regulations of the Canadian securities administrators and the TSX, which impose reporting and governance obligations on New VWE Holdco.

Organizational Structure

        The following diagram illustrates, in a simplified form, the organizational structure of VWE and BCAC as of the date of this consent solicitation statement/prospectus and prior to the transactions.

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GRAPHIC

        The following diagram illustrates, in a simplified form, the organizational structure of the combined company immediately following consummation of the transactions. VWE shareholders and BCAC shareholders are expected to own the amounts and percentages of New VWE Holdco common stock as set forth in "—Ownership of New VWE Holdco" below.

GRAPHIC

Ownership of New VWE Holdco

        Following consummation of the transactions, VWE shareholders and BCAC shareholders immediately prior to the merger and the domestication, respectively, will become holders of New VWE Holdco common stock (except for BCAC shareholders who exercised their dissent rights or redemption rights). In connection with the Extension Resolution and seeking to complete a qualifying acquisition such as the merger, BCAC will, pursuant to its organizational documents, provide holders of BCAC Class A restricted voting shares the opportunity to redeem all or a portion of such shares (or the shares of New VWE Holdco common stock into which such shares are converted upon the domestication). Such redemptions, if any, will occur on extension of the Permitted Timeline or following the domestication and immediately prior to the consummation of the merger.

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        The following table illustrates varying ownership levels in New VWE Holdco immediately following the consummation of the transactions assuming the levels of redemption by holders of BCAC Class A restricted voting shares as indicated and no dissenting shares:

 
  Ownership of New VWE Holdco Common Stock(1)  
 
  No Redemptions   75% Redemptions(2)  
 
  Number of
Shares
  Percentage of
Outstanding
Shares
  Number of
Shares
  Percentage of
Outstanding
Shares
 

Former holders of VWE capital stock

                 %                %

Former holders of BCAC Class A restricted voting shares

                 %                %

Bespoke Sponsor Capital LP

                 %                %

Major Investors

                 %                %

Specified Investors(3)

                 %                %

(1)
This table gives effect to the issuance of 906,345 shares of VWE capital stock in connection with the Kunde acquisition, which acquisition is expected to be completed prior to the consummation of the transactions and which shares will subsequently be converted into shares of New VWE Holdco common stock at the effective time of the merger. This table does not give effect to (i) the issuance of any Earnout Shares, (ii) the 660,911 shares of New VWE Holdco common stock redeemable by New VWE Holdco for no consideration from each VWE shareholder party to the investor rights agreement to the extent any portion of the PPP Note has not been forgiven prior to the earlier of (A) the date that is 18 months after the closing of the merger or (B) VWE's receipt of notice from the applicable lender or the applicable governmental entity that any or all of the PPP Note will not be forgiven, or (iii) the exercise or ownership of any New VWE Holdco warrants, as such warrants will not be exercisable within 60 days of the consummation of the transactions.

(2)
The numbers of shares and percentages of shares appearing in these columns assume that holders of 75% of the outstanding BCAC Class A restricted voting shares exercise their redemption rights. A lesser or greater amount could be redeemed. The transaction agreement does not condition the obligation of any party to consummate the transactions on any maximum amount of redemptions or any minimum amount of cash provided by BCAC.

(3)
Pursuant to the investor rights agreement and depending upon the level of redemption by holders of BCAC Class A restricted voting shares, the Specified Investors may collectively control a majority of the voting power of New VWE Holdco common stock eligible to vote in the election of directors upon consummation of the transactions. In that case, New VWE Holdco would be a "controlled company" within the meaning of Nasdaq corporate governance standards at that time. See "Other Agreements—Investor Rights Agreement" and "New VWE Holdco Management and Governance After the Transactions—Controlled Company Exemption."

Anticipated Accounting Treatment

        BCAC intends to account for the merger as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC will be treated as the "acquired" company for accounting purposes, VWE will be determined to be the accounting "acquirer" and the merger will be treated as the equivalent of New VWE Holdco issuing stock for the net assets of BCAC, accompanied by a recapitalization. See "Anticipated Accounting Treatment."

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SELECTED HISTORICAL FINANCIAL DATA OF BCAC

        The following tables set forth selected historical financial data of BCAC for the periods and as of the dates indicated. BCAC's balance sheet data as of December 31, 2020 and 2019 and statements of operations data for the year ended December 31, 2020 and for the period from July 8, 2019 (inception) to December 31, 2019 are derived from BCAC's audited financial statements included elsewhere in this consent solicitation statement/prospectus.

        BCAC has neither engaged in any operations nor generated any revenue to date. BCAC's only activities from inception through December 31, 2020 were organizational activities and those necessary to complete its initial public offering and identifying a target company for its qualifying acquisition. BCAC does not expect to generate any operating revenue until after the completion of the transactions.

        The historical results of BCAC included below and elsewhere in this consent solicitation statement/prospectus are not necessarily indicative of the future performance of BCAC. You should read the following selected historical financial data in conjunction with the section titled "BCAC Management's Discussion and Analysis of Financial Condition and Results of Operations" and BCAC's financial statements and related notes appearing elsewhere in this consent solicitation statement/prospectus.


Condensed Statements of Operations Data

 
  Year Ended
December 31, 2020
  Six Months Ended
June 30, 2020
(Unaudited)
  From July 8, 2019
(inception) to
December 31, 2019
 

Expenses

                   

General and administrative

  $ 2,597,010   $ 792,111   $ 1,036,784  

Loss from operations

  $ (2,597,010 ) $ (792,111 ) $ (1,036,784 )

Other income

                   

Investment income

  $ 2,281,976   $ 2,167,636   $ 2,255,356  

(Loss) income before income tax (benefit) expense

  $ (315,034 ) $ 1,375,525   $ 1,218,571  

Income taxes

                   

Income tax (benefit) expense

    (193,962 )   200,036     193,963  

Net (loss) income

  $ (121,072 ) $ 1,175,489   $ 1,024,608  

Basic and diluted net income per Class A restricted voting share

  $ 0.05   $ 0.04   $ 0.42  

Weighted average number of Class A restricted voting shares outstanding (basic and diluted)

    36,000,000     36,000,000     28,107,345  

Basic and diluted net loss per Class B share

  $ (0.20 ) $ (0.05 ) $ (1.50 )

Weighted average number of Class B shares outstanding (basic and diluted)

    9,000,000     9,000,000     7,241,879  

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Condensed Balance Sheet Data

 
  December 31,
2020
  June 30, 2020
(unaudited)
  December 31,
2019
 

Assets

                   

Current assets

                   

Cash

  $ 2,114,670   $ 3,396,976   $ 4,182,004  

Prepaid income taxes

    493,996          

Prepaid expenses

  $ 151,409   $ 54,925   $ 141,647  

Total current assets

    2,760,075     3,451,901     4,323,651  

Investments held in Escrow Account

   
364,043,313
   
364,029,063
   
362,255,356
 

Total assets

  $ 366,803,388   $ 367,480,964   $ 366,579,007  

Liabilities and Stockholders' Equity (Deficiency)

                   

Current

   
 
   
 
   
 
 

Accounts payable and accrued liabilities

  $ 751,891     132,434     176,738  

Due to related party

        472     35,737  

Income taxes payable

  $   $   $ 193,963  

Total current liabilities

  $ 751,891   $ 132,906   $ 406,438  

Deferred underwriters' commission

    13,500,000     13,500,000     13,500,000  

Total liabilities

  $ 14,251,891   $ 13,632,906   $ 13,906,438  

Commitments and Contingencies

                   

Class A restricted voting shares, 36,000,000 shares subject to redemption

  $ 363,312,252   $ 363,228,784   $ 361,646,410  

Stockholders' Equity (Deficiency)

   
 
   
 
   
 
 

Class A restricted voting shares, 0 shares issued and outstanding (excluding 36,000,000 shares subject to possible redemption)

             

Class B shares, 9,000,000 shares issued and outstanding

  $ 25,000   $ 25,000   $ 25,000  

Additional paid-in capital

             

Accumulated deficit

    (10,785,755 )   (9,405,726 )   (8,998,841 )

Total stockholders' deficiency

    (10,760,755 )   (9,380,726 )   (8,973,841 )

Total liabilities and stockholders' equity (deficiency)

  $ 366,803,388   $ 367,480,964   $ 366,579,007  

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF VWE

        Set forth below is VWE's selected historical consolidated financial and other data as of the dates and for the periods indicated. The selected historical financial data as of the year ended June 30, 2020, the six month transition period ended June 30, 2019 and the years ended December 31, 2018 and 2017 has been derived from VWE's audited consolidated financial statements included elsewhere in this consent solicitation statement/prospectus. VWE changed its fiscal year end from December 31 to June 30 of each year, effective June 30, 2019. The selected historical consolidated interim financial data of VWE as of December 31, 2020, and for the six months ended December 31, 2020 and 2019 was derived from the unaudited condensed consolidated financial statements of VWE included elsewhere in this consent solicitation statement/prospectus. The unaudited condensed statements of operations data of VWE for the six months ended June 30, 2020 was calculated by taking the audited condensed consolidated statements of operations of VWE for the year ended June 30, 2020 less the unaudited condensed consolidated statements of operations of VWE for the six months ended December 31, 2019. The unaudited condensed consolidated financial statements were prepared on a basis consistent with the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial information. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The results for any interim period are not necessarily indicative of the results that may be expected for the full year.

        The following selected historical consolidated financial and other data for VWE set forth below should be read in conjunction with "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations" and VWE's historical consolidated financial statements and the related notes thereto contained elsewhere in this consent solicitation statement/prospectus.


Condensed Consolidated Statements of Operations Data

 
  Six Months
Ended
December 31,
2020
(unaudited)
  Six Months
Ended
December 31,
2019
(unaudited)
  Percent
Change
  Six Months
Ended
June 30,
2020
(unaudited)
  Six Months
Ended
June 30,
2019
  Percent
Change
 

Net revenues

  $ 116,812,000   $ 102,633,000     14 % $ 87,286,000   $ 86,853,000     0 %

Gross profit

 
$

46,001,000
 
$

37,092,000
       
$

34,540,000
 
$

37,499,000
       

Selling, general, and administrative expenses

    32,554,000     35,501,000           29,198,000     31,983,000        

Other operating expenses (income), net(1)

    (6,427,000 )   (6,000 )         (799,000 )   (176,000 )      

Income from operations

    19,874,000     1,597,000     1,145 %   6,141,000     5,691,000     8 %

Interest expense

    5,332,000     8,838,000           6,584,000     7,576,000        

Other non-operating items expense (income), net(2)

    (2,979,000 )   (162,000 )         12,135,000     (2,353,000 )      

Income (loss) before provision for income tax

    17,521,000     (7,079,000 )         (12,578,000 )   469,000        

Income tax provision (benefit)

    2,884,000     (2,419,000 )         (7,538,000 )   (2,672,000 )      

Net income (loss)

  $ 14,638,000   $ (4,661,000 )       $ (5,039,000 ) $ 3,141,000        

9-Liter equivalent case volumes

   
1,003,275
   
867,386
   
16

%
 
854,168
   
726,672
   
18

%

Adjusted EBITDA(3)

 
$

20,243,000
 
$

13,880,000
   
46

%

$

13,644,000
 
$

12,168,000
   
12

%

Adjusted EBITDA margin(3)

    17.3 %   13.5 %         15.6 %   14.0 %      

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  Year Ended
June 30, 2020
  Year Ended
December 31, 2018
  Year Ended
December 31, 2017
 

Net revenues

  $ 189,919,000   $ 183,937,000   $ 147,674,400  

Gross profit

  $ 71,632,000   $ 76,120,000   $ 64,059,000  

Selling, general, and administrative expenses

    64,699,000     58,833,000     53,954,000  

Other operating expenses (income), net(1)

    (805,000 )   57,000     (2,441,000 )

Income from operations

    7,738,000     17,230,000     12,546,000  

Interest expense

    15,422,000     12,175,000     5,601,000  

Other non-operating items expense (income), net(2)

    11,973,000     1,671,000     (4,341,000 )

Income (loss) before provision for income tax

    (19,657,000 )   3,384,000     11,286,000  

Income tax provision (benefit)

    (9,957,000 )   15,611,000      

Net income (loss)

  $ (9,700,000 ) $ (12,228,000 ) $ 11,286,000  

9-Liter equivalent case volumes

   
1,721,554
   
1,587,015
   
1,167,011
 

Adjusted EBITDA(3)

  $ 27,524,000   $ 29,355,000   $ 22,822,000  

Adjusted EBITDA margin(3)

    14.5 %   16.0 %   15.5 %


Condensed Consolidated Balance Sheet Data

 
  At
December 31, 2020
(unaudited)
 

Inventories

  $ 208,003,000  

Total current assets

  $ 241,412,000  

Plant, property and equipment, net

  $ 176,647,000  

Total assets

  $ 533,020,000  

Line of credit

  $ 150,445,000  

Total current liabilities

  $ 228,074,000  

Long-term debt, less current maturities

  $ 144,170,000  

Total liabilities

  $ 408,832,000  

Total Equity

  $ 124,189,000  

Interest coverage ratio(4)

    3.8x  

(1)
Includes impairment of intangible assets and goodwill, (gains) losses on sale of property, plant, and equipment, gain on litigation proceeds and gain on remeasurement of contingent consideration liabilities.

(2)
Includes gain on bargain purchase, net unrealized loss on interest rate swap agreements and other non-operating expenses.

(3)
For a reconciliation to the most comparable GAAP measure, see "—Reconciliation of Non-GAAP Measures" below.

(4)
Adjusted EBITDA divided by interest expenses.

Reconciliation of Non-GAAP Measures

        VWE uses Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance to evaluate the effectiveness of its business strategies. These metrics are also frequently used by analysts, investors and other interested parties to evaluate companies in VWE's industry, when considered alongside other GAAP measures. Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, stock-based compensation expense, casualty losses or

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gains, impairment losses, changes in the fair value of derivatives, restructuring related income or expenses, acquisition and integration costs, and certain non-cash, nonrecurring, or other items that are included in net income that VWE does not consider indicative of its ongoing operating performance. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net revenues.

        Adjusted EBITDA and Adjusted EBITDA Margin are not recognized measures of financial performance under GAAP. VWE believes these non-GAAP measures provide analysts, investors and other interested parties with additional insight into the underlying trends of VWE's business and assists these parties in analyzing VWE's performance across reporting periods on a consistent basis by excluding items that VWE does not believe are indicative of its core operating performance, which allows for a better comparison against historical results and expectations for future performance.

        VWE management uses these non-GAAP measures to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short and long-term operating planning, employee incentive compensation, and debt compliance. These non-GAAP measures are not intended to replace the presentation of VWE's financial results in accordance with GAAP. Use of the terms Adjusted EBITDA and Adjusted EBITDA Margin are not calculated in the same manner by all companies, and accordingly, are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. Adjusted EBITDA should not be construed as indicators of VWE's operating performance in isolation from, or as a substitute for, net income (loss), which is prepared in accordance with GAAP. VWE has presented Adjusted EBITDA and Adjusted EBITDA Margin solely as supplemental disclosure because VWE believes it allows for a more complete analysis of VWE's results of operations. In the future, VWE may incur expenses such as those added back to calculate Adjusted EBITDA. VWE's presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by these items.

 
  Six Months
Ended
December 31,
2020
(unaudited)
  Six Months
Ended
December 31,
2019
(unaudited)
  Six Months
Ended
June 30,
2020
(unaudited)
  Six Months
Ended
June 30,
2019
 

Net income (loss)

  $ 14,638,000   $ (4,661,000 ) $ (5,040,000 ) $ 3,141,000  

Depreciation and amortization

    5,328,000     5,538,000     6,267,000     4,546,000  

Amortization of label design fees

    215,000     119,000     142,000     98,000  

Interest expense

    5,332,000     8,838,000     6,585,000     7,576,000  

Income tax provision (benefit)

    2,884,000     (2,419,000 )   (7,538,000 )   (2,672,000 )

Impairment expense

            1,281,000      

Net unrealized (gain) loss on interest rate swap agreements

    (2,623,000 )   180,000     12,765,000     4,992,000  

Remeasurement of contingent consideration liabilities

            (1,035,000 )   (218,000 )

Stock-based compensation expense

    458,000     287,000     3,000     339,000  

Gain on bargain purchase

                (7,138,000 )

(Gain) loss on disposition of assets

    (1,677,000 )   (6,000 )   (1,046,000 )   42,000  

Gain on litigation proceeds

    (4,750,000 )            

Taint provision(a)

        4,859,000          

Inventory acquisition basis adjustment

    89,000     895,300     376,000     612,000  

Post acquisition accounts receivable write-down

            434,000      

Deferred lease adjustment

    250,000     250,000     250,000     850,000  

COVID Impact

    100,000         200,000      

Adjusted EBITDA

  $ 20,243,000   $ 13,880,000   $ 13,644,000   $ 12,168,000  

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  Year Ended
June 30, 2020
  Year Ended
December 31, 2018
  Year Ended
December 31, 2017
 

Net income (loss)

  $ (9,700,000 ) $ (12,228,000 ) $ 11,286,000  

Depreciation and amortizaton

    11,805,000     7,882,000     6,946,000  

Amortization of label design fees

    260,000     168,000     150,000  

Interest expense

    15,422,000     12,175,000     5,601,000  

Income tax provision (benefit)

    (9,957,000 )   15,611,000      

Impairment expense

    1,281,000     573,000     98,000  

Net unrealized (gain) loss on interest rate swap agreements

    12,945,000     2,006,000      

Remeasurement of contingent consideration liabilities

    (1,035,000 )   (665,000 )   (2,585,000 )

Stock-based compensation expense

    289,000     540,000     520,000  

Gain on bargain purchase

        (89,000 )   (3,757,000 )

(Gain) loss on disposition of assets

    (1,052,000 )   149,000     46,000  

Gain on litigation proceeds

             

Taint provision(a)

    4,859,000          

Inventory acquisition basis adjustment

    1,271,000     3,233,400     4,517,400  

Post acquisition accounts receivable write-down

    434,000          

Deferred lease adjustment

    500,000          

COVID Impact

    200,000          

Adjusted EBITDA

  $ 27,524,000   $ 29,355,000   $ 22,822,000  

(a)
Taint provision reflects a one-off adjustment to inventory to reflect smoke damage from fires.

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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

        The following summary unaudited pro forma condensed combined financial information gives effect to the transactions. The transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC will be treated as the "acquired" company for financial reporting purposes. Accordingly, the transactions will be treated as the equivalent of VWE issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the transactions will be those of VWE. See "Anticipated Accounting Treatment." The summary unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the historical balance sheet of BCAC and the historical consolidated balance sheet of VWE on a pro forma basis as if the transactions had been consummated on December 31, 2020. The summary unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2020 combine the historical statements of operations of BCAC and the historical consolidated statements of operations of VWE for such periods on a pro forma basis as if the transactions had been consummated on July 1, 2019, the beginning of the earliest period presented.

        The following unaudited proforma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosure about Acquired and Disposed Businesses." The summary unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this consent solicitation statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The summary unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of BCAC and VWE for the applicable periods included in this consent solicitation statement/prospectus. Summary unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

        The summary unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of BCAC Class A restricted voting shares:

    Assuming No Redemptions:  This presentation assumes that no holders of BCAC Class A restricted voting shares exercise redemption rights for a pro rata share of the funds in the escrow account.

    Assuming 75% Redemptions:  This presentation assumes that holders of 27,000,000 BCAC Class A restricted voting shares exercise redemption rights for a pro rata share of the funds in the escrow account (approximately $10.00 per share), representing aggregate redemption payments of $270,000,000 using a $10.00 per share redemption price. The number of redemptions may impact whether New VWE Holdco is able to meet the listing requirements of Nasdaq following such redemptions. See "Risk Factors—Risks Related to the New VWE Holdco Common Stock—There can be no assurance that New VWE Holdco's common stock will be

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      approved for listing on Nasdaq upon the closing of the transactions, or if approved, that New VWE Holdco will be able to comply with the continued listing standards of Nasdaq."

 
  Pro Forma Combined
(Assuming No Redemptions)
  Pro Forma Combined
(Assuming 75% Redemptions)
 

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2020

             

Total assets

  $ 669,413,744   $ 544,858,244  

Total liabilities

    243,249,291     388,693,791  

Total stockholders' equity

    424,503,153     154,503,153  

 

 
  Pro Forma Combined
(Assuming No Redemptions)
  Pro Forma Combined
(Assuming 75% Redemptions)
 

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended December 31, 2020

             

Net revenues

  $ 116,811,700   $ 116,811,700  

Net income allocable to common shareholders

    16,499,072     13,726,805  

Weighted average common shares outstanding(1)

    65,799,759     38,799,759  

 

 
  Pro Forma Combined
(Assuming No Redemptions)
  Pro Forma Combined
(Assuming 75% Redemptions)
 

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Twelve Months Ended June 30, 2020

             

Net revenues

  $ 189,918,600   $ 189,918,600  

Net (loss) income allocable to common shareholders

    (9,154,184 )   (12,399,979 )

Weighted average common shares outstanding(1)

    65,799,759     38,799,759  

(1)
Excludes (a) the recapitalization of 906,345 shares of VWE Series A stock to be issued in the Kunde transaction to be closed prior to the completion of the transactions and the issuance of 2,609,702 shares of New VWE Holdco common stock as consideration for the reverse recapitalization, (b) up to 5,726,864 Earnout Shares to holders of shares of VWE Series B stock and VWE Series A stock issuable in the event New VWE Holdco common stock achieves certain performance goals; and (c) up to 660,911 shares of New VWE Holdco common stock redeemable by New VWE Holdco for no consideration from each VWE shareholder party to the investor rights agreement to the extent that any portion of the PPP Note has not been forgiven prior to the closing of the merger, on the earlier of VWE's receipt of notice from the applicable lender or the applicable governmental entity that any or all of the PPP Note will not be forgiven and the date that is 18 months after the closing of the merger.

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MARKET PRICE AND DIVIDEND INFORMATION

BCAC

        BCAC Class A restricted voting shares and BCAC warrants are traded on the TSX under the symbols "BC.U" and "BC.WT.U", respectively. BCAC Class A restricted voting shares also began trading on Nasdaq under the symbol "BSPE" on February 8, 2021. On February 3, 2021, the last trading day before the announcement of the transaction agreement, the closing prices of BCAC Class A restricted voting shares and BCAC warrants on the TSX were $10.30 and $1.62, respectively.

BCAC Holders

        As of            , 2021, there were            holders of record of BCAC Class A restricted voting shares,             holders of record of BCAC warrants, and one holder of record of BCAC Class B shares. The number of holders of record does not include a substantially greater number of "street name" holders or beneficial holders whose shares and warrants are held of record by banks, brokers and other financial institutions.

BCAC Dividend Policy

        BCAC has not paid any cash dividends on its shares to date. Class A restricted voting shares and Class B shares would be entitled to dividends on an equal per share basis, if, as and when declared by the BCAC board of directors. However, BCAC does not intend to declare or pay any cash dividends prior to the completion of its qualifying acquisition. The payment of cash dividends in the future following the completion of its qualifying acquisition will be dependent upon BCAC's revenues and earnings, if any, capital requirements and general financial condition and will be at the discretion of the board of directors at that time.

VWE

        Historical market price information for VWE's capital stock is not provided because there is no public market for VWE's capital stock. See "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations."

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RISK FACTORS

        Set forth below are certain risks and uncertainties related to VWE's business operations, risks related to state and U.S. federal regulation, risks related to human capital management by VWE, risks related to VWE's financial condition, risks related to BCAC and the transactions, risks related to the New VWE Holdco common stock, as well as general risk factors, all of which you should consider carefully, along with the other risks and uncertainties disclosed throughout this consent solicitation statement/prospectus, in connection with your decision to approve or disapprove the transactions contemplated hereby. Any one or more of these risks and uncertainties, if it came to fruition, could have adverse effects, which could well be material, on VWE, New VWE Holdco or the combined company.

Risks Related to VWE's Business

The ongoing COVID-19 pandemic has, and will likely continue to have, adverse effects on the economy, on VWE's business and on VWE's customers, supply chain, employees and other stakeholders in VWE's business.

        The outbreak of COVID-19, which the World Health Organization declared a pandemic in March 2020, has spread across the globe and the United States and has disrupted the global economy and most industries, including the wine industry. Efforts to control the pandemic have slowed economic activity and disrupted, and reduced the efficiency of, normal business activities across the United States. The pandemic has resulted in authorities implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter-in-place orders and workplace shutdowns. These measures have impacted, and will likely continue to impact, VWE's business, customers, supply chain, employees and other stakeholders in VWE's business.

        VWE experienced a year-over-year decline in visitors to its tasting rooms during the fiscal year ended June 30, 2020, primarily due to travel restrictions, shelter-in-place orders and workplace shutdowns resulting from the COVID-19 pandemic. In response to governmental directives and recommended safety measures, VWE modified its workplace practices. While VWE has implemented personal safety measures at all of its facilities where its employees are working onsite, any actions that VWE takes may not be sufficient to mitigate the risk of infection and could result in a significant number of COVID-19 related claims. Changes to state workers' compensation laws, as have recently occurred in California, could increase VWE's potential liability for such claims.

        In the longer-term, the COVID-19 pandemic is likely to adversely affect the economies and financial markets, and could result in an economic downturn and a recession. It is uncertain how this would affect demand for VWE's products. While VWE continues to see robust demand in its industry, and has seen little impact to its results of operations from the COVID-19 pandemic, the environment remains uncertain and it may not be sustainable over the longer term. The degree to which the pandemic ultimately impacts VWE's business and results of operations will depend on future developments beyond its control, including the severity of the pandemic, the extent of actions to contain the virus, availability of a vaccine or other treatment, how quickly and to what extent normal economic and operating conditions can resume, and the severity and duration of the economic downturn that results from the pandemic.

Consumer demand for wine could decline for a variety of reasons. Reduced demand could harm VWE's results of operations, financial condition and prospects.

        There have been periods in the past in which there were substantial declines in the overall per capita consumption of wine. A limited or general decline in consumption in one or more of VWE's product categories could occur in the future for a variety of reasons, including a general decline in economic conditions; changes in the spending habits of consumers generally (or of groups of consumers, such as millennials); prohibition; increased concern about the health consequences of consuming alcoholic beverage products and about drinking and driving; a trend toward a healthier diet,

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including lighter, lower-calorie beverages such as diet soft drinks, juices and water; the increased activity of anti-alcohol consumer groups; and increased federal, state or foreign excise and other taxes on alcoholic beverage products. Reduced demand for wine could harm VWE's results of operations, financial condition and prospects.

Unanticipated changes in consumer demands and preferences could have adverse effects on VWE's ability to manage supply and capture growth opportunities.

        VWE's ability to effectively manage production and inventory is inherently linked to actual and expected consumer demand for its products—particularly given the long product lead time and agricultural nature of the wine business. Historically, VWE has often been able to perceive and act upon emerging changes in consumer demand and preferences before they came to fruition, but unanticipated changes in consumer demand or preferences in the future could have adverse effects on VWE's ability to manage supply and capture growth opportunities.

The occurrence of an environmental catastrophe could disrupt VWE's business. Climate change, disease, pests, weather conditions and problems with water supply could also have adverse effects on VWE.

        VWE ability to conduct business in the ordinary course, fulfilling consumer demand for wine, is restricted by the availability of grapes. Climate change, agricultural and other factors, such as wildfires, disease, pests, extreme weather conditions, water scarcity, biodiversity loss and competing land use, could negatively impact the quality and quantity of grapes available to VWE for wine production.

        VWE sources grapes from independent growers in addition to vineyards that it owns and controls. Although VWE buys grapes from a wide range of suppliers and no individual supplier accounted for more than 6.3% of the total tons purchased by VWE in the fiscal year ended June 30, 2020, and even though there is more than one supplier for most of the grapes bought by VWE, and the right variety and quality of grapes is usually readily available when needed, there is no assurance that this will always be the case, particularly in the adverse circumstances mentioned above and below. A shortage of grapes of the required variety and quality could impair VWE's business and results of operations both in the year of harvest and thereafter.

        VWE may not be fully insured against risk of catastrophic loss to wineries, production facilities or distribution systems as a result of earthquakes, fires or other events. VWE's vineyards as well as independent grower vineyards, and their facilities, are located in California and the Pacific Northwest, which is prone to seismic activity and has recently experienced landslides and wildfires, which have been increasing in frequency and intensity. If any of VWE's vineyards or facilities, or the vineyards or facilities of a number of significant suppliers, were to experience catastrophic loss, that event could disrupt operations, delay production, shipments and revenue and could result in potentially significant expenses to repair or replace the vineyard or facility. If such a disruption were to occur, then VWE could breach agreements, its reputation could be harmed, and its results or operations, financial condition and business could be adversely affected.

        Although VWE carries insurance to cover its own property damage and business interruption as well as certain production assets in the case of a catastrophic event, not all significant assets are covered in the case of certain catastrophes (which VWE believes to be a prudent financial decision). VWE takes steps to minimize the damage that would be caused by a catastrophic event, including relying on diversity of its suppliers and distributors, but there is no certainty that such efforts would prove successful.

        As noted, VWE is subject to diseases, pests and weather conditions that can affect the quality and quantity of grapes. Various diseases, pests, fungi, viruses, drought, floods, frosts and other weather conditions can affect the quality and quantity of grapes, decreasing the supply of VWE's products and negatively impacting VWE. Future government restrictions regarding the use of materials used in grape

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growing could increase vineyard costs and reduce production. VWE cannot guarantee that independent grape suppliers will succeed in preventing disease in their vineyards or that VWE will succeed in preventing disease in its own vineyards or in future vineyards that VWE might acquire. For example, Pierce's disease is a vine bacterial disease spread by insects that kills grapevines and for which there is no known cure. If VWE vineyards become contaminated with this or other diseases, then VWE's results of operations would likely decline.

        VWE is also subject to the adverse effects of climate change. Restrictions on access to or an increase in the cost of water and energy, and the inability of independent suppliers to adapt to and mitigate against climate change, could negatively impact VWE's ability to effectively source grapes and wine for production. While VWE is well diversified in its grape production (with locations in California, Washington and Oregon), climate change is an unfolding phenomenon with uncertain outcomes. In addition, governmental actions to reduce the impacts of climate change—for example, packaging waste and emission reduction targets—also could adversely impact VWE's profit margins.

        VWE is subject to the supply and sufficiency of water. The lack of sufficient water due to drought conditions or water right restrictions could affect quality and quantity of grapes. The availability of adequate quantities of water for application at the correct time can be vital for grapes to thrive. Whether particular vineyards are experiencing water shortages depends, in large part, on their location. VWE primarily depends on wells accessing shared aquifers and shared reservoirs as a water source for California vineyards and wineries. An extended period of drought across much of California, Oregon and Washington would restrict the use and availability of water for agricultural uses, and in some cases governmental authorities might divert water to other uses. Lack of available water could reduce grape harvest and access to grapes and adversely impact VWE. Scarcity of adequate water in grape growing areas could also result in legal disputes among land owners and water users, causing VWE to expend resources to defend its access to water.

VWE's results of operations could be adversely affected in a national or global recession.

        Like other businesses with customers throughout the United States and abroad, VWE is exposed to fluctuations in the United States and global economies. Economic crisis and recession in the United States in particular, and globally in general, could curb demand for VWE's products, with adverse effects on results of operations.

VWE is subject to significant competition, which could adversely affect its profitability.

        VWE's wines compete for sales with thousands of other domestic and foreign wines. VWE's wines also compete with other alcoholic beverages and, to a lesser degree, non-alcoholic beverages. As a result of this intense competition, VWE has been subject to, and may continue to be subject to, upward pressure on selling and promotional expenses. Some of VWE's competitors have greater financial, technical, marketing and public relations resources available to them than VWE does. This could adversely impact VWE's revenues, margins and market share.

Grape supply and price volatility affects VWE's results of operations.

        Volatility and increases in the costs of grapes, labor and other necessary supplies or services have in the past negatively impacted, and in the future may negatively impact, VWE's results of operations and financial condition. Cost increases are certainly possible in the future. If such increases occur or exceed VWE's estimates and if VWE is unable to increase the prices of its products or achieve cost savings to offset the increases, then VWE's results of operations will be harmed. Even if VWE increases product prices in response to cost increases, such price increases may not be sustainable and could lead to declines in market share as competitors may not increase their prices or consumers may decide not to pay the higher prices. In the alternative, an extreme oversupply of grapes, such as

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occurred in California in the 2018 and 2019 harvests, can lead to a glut of grape supply and declines in value of the harvest.

If VWE is unable to identify and obtain adequate supplies of quality agricultural, raw and processed materials, including corks, glass bottles, barrels, winemaking additives and agents, water and other supplies, or if there is an increase in the cost of the commodities or products, then VWE's profitability could be negatively impacted, which would adversely affect VWE's business, results of operations and financial condition.

        VWE uses a large volume of raw materials, in addition to grapes, to produce and package wine, including corks, barrels, winemaking additives and water, as well as large amounts of packaging materials such as metal, cork, glass and cardboard. VWE purchases raw materials and packaging materials under contracts of varying maturities from domestic and international suppliers.

        Glass bottle costs are one of VWE's largest packaging components of cost of goods sold. In North America, glass bottles have only a small number of producers. Currently, the majority of VWE's glass containers are sourced from the United States while a minority are sourced from Mexico, Taiwan and Chile. An inability of any of VWE's glass bottle suppliers to satisfy VWE's requirements could materially and adversely affect VWE's business. In addition, costs and programs related to mandatory recycling and recyclable materials deposits could be adopted in states of manufacture, imposing additional and unknown costs to manufacture products utilizing glass bottles. The amount of water available for use is important to the supply of grapes and winemaking, other agricultural raw materials and VWE's ability to operate its business. If climate patterns change and droughts become more severe, there may be a scarcity of water or poor water quality, which could affect production costs, consistency of yields or impose capacity constraints. VWE depends on sufficient amounts of quality water for operation of its wineries, as well as to irrigate its vineyards and conduct other operations. The suppliers of the grapes and other agricultural raw materials purchased by VWE also depend upon sufficient supplies of quality water for their vineyards and fields. Prolonged or severe drought conditions in the western United States or restrictions imposed on irrigation options by governmental authorities could have an adverse effect on VWE's operations. If water available to VWE's operations or the operations of VWE's suppliers becomes scarcer, restrictions are placed on usage of water or the quality of that water deteriorates, then VWE may incur increased production costs or face manufacturing constraints that could negatively affect production. Even if quality water is widely available to VWE, water purification and waste treatment infrastructure limitations could increase VWE's costs or constrain operation of VWE's production facilities and vineyards. Any of these factors could adversely affect VWE's business, results of operations and financial results.

        VWE production facilities also use a significant amount of energy in their operations, including electricity, propane and natural gas. VWE has experienced increases in energy costs in the past, and energy costs could rise in the future, which would result in higher transportation, freight and other operating costs, such as ageing and bottling expenses. VWE freight cost and the timely delivery of wines could be adversely affected by a number of factors that could reduce the profitability of operations, including driver shortages, higher fuel costs, weather conditions, traffic congestion, increased government regulation, and other matters. In addition, increased labor costs or insufficient labor supply could increase VWE's production costs.

        The supply and the price of raw materials, packaging materials and energy and the cost of energy, freight and labor used in our productions and distribution activities could be affected by a number of factors beyond VWE's control, including market demand, global geopolitical events (especially their impact on energy prices), economic factors affecting growth decisions, exchange rate fluctuations and inflation. To the extent that any of these factors, including supply of goods and energy, affect the prices of ingredients or packaging, or VWE does not effectively or completely hedge changes in commodity

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price risks, or is unable to recoup costs through increases in the price of finished wines, VWE's business, results of operations and financial condition could be adversely affected.

VWE's wholesale operations and wholesale revenues depend largely on independent distributors whose performance and continuity is not assured.

        VWE's wholesale operations generate revenue from products sold to distributors, who then sell them to off-premise retail locations such as grocery stores, specialty and multi-national retail chains, as well as on-premise locations such as restaurants and bars. Sales to distributors are expected to continue to represent a substantial portion of VWE's revenues in the future. A change in relationships with one or more significant distributors could harm VWE's business and reduce sales. The laws and regulations of several states prohibit changes of distributors except under certain limited circumstances, which makes it difficult to terminate a distributor for poor performance without reasonable cause as defined by applicable statutes. Difficulty or inability with respect to replacing distributors, poor performance of major distributors or inability to collect accounts receivable from major distributors could harm VWE's business. There can be no assurance that existing distributors and retailers will continue to purchase VWE products or provide VWE products with adequate levels of promotional support. Consolidation at the retail tier, among club and chain grocery stores in particular, can be expected to heighten competitive pressure to increase marketing and sales spending or constrain or reduce prices.

The loss or significant decline of sales to one or more of VWE's more important distributors, marketing companies or retailers could have adverse effects on its results of operations, financial condition and prospects.

        VWE derives significant revenue from distributors and marketing companies such as Deutsch Family Wine and Spirits, Republic National Distributing Company and Southern Glazer's Wine & Spirits, and from retail business customers such as Costco, Albertson's and Target. The loss of one or more of these customers, or significant decline in the volume of sales made to them, could have adverse effects on VWE's results of operations, financial condition and prospects.

Reputational damage to its brands would harm VWE's business.

        The strength of VWE's portfolio of brands is critical to the success of its business. As a brand-led organization, managing the reputation of brands and mitigating the potential damage to brands from internal and external activity (including counterfeited product, black market trade, inaccurate media coverage, unsatisfactory supplier performance and product quality issues) is critical to VWE's business success. Failure to protect and effectively manage VWE's portfolio of brands could result in significant reputational harm, which would adversely affect VWE's financial condition and results of operations.

VWE could be negatively impacted by the occurrence of wine contamination.

        VWE is subject to certain hazards and product liability risks, such as potential contamination, through tampering or otherwise, of ingredients or products. Contamination of VWE wine could result in destruction of VWE wine held in inventory and could cause the need for a product recall, which could significantly damage VWE's reputation for product quality. VWE maintains insurance against certain of these kinds of risks, and others, under various insurance policies. However, VWE's insurance might not be sufficient to fully cover any resulting liability or might not continue to be available at a price or on terms that are satisfactory to VWE.

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VWE's insurance coverage may not be adequate to cover all possible losses that VWE could suffer, and its insurance costs may increase.

        VWE's insurance coverage may not be adequate to cover all possible losses that VWE could suffer, and its insurance costs may increase. In addition, while VWE's insurance policies cover certain risks, its insurance policies do not cover all types of losses and liabilities. There can be no assurance that VWE's insurance will be sufficient to cover the full extent of all losses or liabilities. VWE also cannot guarantee that it will be able to renew its current insurance policies or coverages on favorable terms, or at all. In addition, if VWE were to sustain significant insurable losses or make significant insurance claims, then its ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected.

Information technology system changes could harm VWE by disrupting its business or increasing the cost of doing business.

        VWE relies on various information technology systems to manage its operations. As necessary, VWE implements modifications and upgrades to these systems, and replaces certain of its legacy systems with successor systems with new functionality. There are inherent costs and risks associated with modifying or changing these systems and implementing new systems, including potential disruption of VWE's internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into VWE's current systems. In addition, VWE's information technology system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. The implementation of new information technology systems may also cause disruptions of VWE's business and have adverse effects on VWE's results of operations.

A failure of one or more of VWE's key IT systems, networks, processes, associated sites or service providers could adversely affect VWE's business and, if the failure is prolonged, VWE's financial condition.

        VWE relies on IT systems, networks, and services, including internet sites, data hosting and processing facilities and tools, hardware (including laptops and mobile devices), software and technical applications and platforms, some of which are managed, hosted, provided and used by third parties or their vendors, to assist in the management of VWE's business. The various uses of these IT systems, networks and services include, but are not limited to: hosting internal network and communication systems; tracking bulk wine; supply and demand planning; production; shipping wine to customers; hosting winery websites and marketing products to consumers; collecting and storing customer, consumer, employee, shareholder and other data; processing transactions; summarizing and reporting results of operations; hosting, processing and sharing confidential and proprietary research, business plans and financial information; complying with regulatory, legal and tax requirements; providing data security; and handling other processes necessary to manage the business.

        Increased IT security threats and more sophisticated cybercrimes and cyberattacks, including computer viruses and other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and other types of attacks pose a potential risk to the security of VWE's IT systems, networks and services, as well as the confidentiality, availability, and integrity of VWE's data. VWE has in the past, and may in the future, experience cyberattacks and other unauthorized attempts to access its IT systems. Because the techniques used to obtain unauthorized access are constantly changing and often are not recognized until launched against a target, VWE or its vendors may be unable to anticipate these techniques or implement sufficient preventative or remedial measures. If VWE is unable to efficiently and effectively maintain and upgrade system safeguards, then VWE may incur unexpected costs and certain of its systems may

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become more vulnerable to unauthorized access. In the event of a ransomware or other cyber-attack, the integrity and safety of VWE data could be at risk or VWE may incur unforeseen costs impacting its financial condition. Although VWE carries insurance covering cyber-attacks including ransomware, these coverages are subject to deductibles and self-insured portions, as well as coverage limits that could be below the value of losses that VWE could incur. If the IT systems, networks or service providers that VWE relies upon fail to function properly, or if VWE suffers a loss or disclosure of business or other sensitive information due to any number of causes ranging from catastrophic events, power outages, security breaches, unauthorized use or usage errors by employees, vendors or other third parties and other security issues, then VWE may be subject to legal claims and proceedings, liability under laws that protect the privacy and security of personal information (also known as personal data), litigation, governmental investigations and proceedings and regulatory penalties, and VWE may suffer interruptions in its ability to manage operations and reputational, competitive or business harm, which could adversely affect the business, results of operations and financial condition. In addition, such events could result in unauthorized disclosure of material confidential information, and VWE could suffer financial and reputational damage because of lost or misappropriated confidential information belonging to the company or to its employees, shareholders, customers, suppliers, consumers or others. In any of these events, VWE could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or technological failure and the reputational damage resulting therefrom, to pay for investigations, forensic analyses, legal advice, public relations advice or other services, or to repair or replace networks and IT systems. As a result of the COVID-19 pandemic, a greater number of VWE employees are working remotely and accessing its IT systems and networks remotely, which may further increase its vulnerability to cybercrimes and cyberattacks and increase the stress on the company's technology infrastructure and systems.

VWE's failure to adequately maintain and protect personal information of customers or employees in compliance with evolving legal requirements could have adverse effects on its business.

        VWE collects, uses, stores, discloses and transfers (collectively, "processes") personal information, including from employees and customers, in connection with the operation of its business. A wide variety of local and international laws as well as regulations and industry guidelines apply to the privacy and collecting, storing, use, processing, disclosure and protection of personal information and may be inconsistent among countries or conflict with other rules. Data protection and privacy laws and regulations are changing, subject to differing interpretations, are being tested in courts and may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

        A variety of data protection legislation apply in the United States at federal and state levels, including new laws that may impact VWE's operations. For example, in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 ("CCPA"), which went into effect on January 1, 2020, and began being enforced on July 1, 2020. The CCPA defines "personal information" in a broad manner and generally requires companies that process personal information of California residents to make new disclosures about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties or the sale of personal information, allows consumers to exercise certain rights with respect to any personal information collected and provides a new cause of action for data breaches. Moreover, a new privacy law, the California Privacy Rights Act ("CPRA"), which significantly modifies the CCPA and provides for new rights and/or requires additional disclosures, was recently approved by ballot initiative during the November 3, 2020 general election. There remains significant uncertainty regarding the implementation of the CPRA, which may require VWE to incur additional expenditures to ensure compliance. Also, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. A number of other states have proposed other similar laws to the CCPA or CPRA, each with slightly

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different and sometimes conflicting requirements. The burdens imposed by the CCPA and other similar laws that have been or may be enacted at federal and state levels may require VWE to modify its data processing practices and policies and to incur substantial expenditures in order to comply.

        Global privacy and data protection legislation, enforcement and policy activity also are rapidly expanding and evolving and may be inconsistent from jurisdiction to jurisdiction. For example, in 2016, the E.U. adopted the General Data Protection Regulation ("GDPR"), which took effect on May 25, 2018. The GDPR imposes requirements that may limit how VWE is permitted to process data on behalf of itself, and VWE may be required to incur significant additional costs to comply with these requirements. Applicable laws, regulations and court decisions in the E.U. relating to privacy and data protection could also affect VWE's ability to transfer personal information (or personal data as defined by the GDPR) internationally.

        Compliance with applicable privacy and data protection laws and regulations is a rigorous and time-intensive process. VWE may need to put in place additional mechanisms assuring compliance with the new privacy and data protection laws and regulations. VWE's actual or alleged failure to comply with any applicable privacy and data protection laws and regulations, industry standards or contractual obligations, or to protect such information and data that VWE processes, could result in litigation, regulatory investigations and enforcement actions against VWE, including fines, orders, public censure, claims for damages by employees, customers and other affected individuals, public statements against VWE by consumer advocacy groups, damage to VWE's reputation and competitive position and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have adverse effects on VWE's business, financial condition and results of operations. Evolving and changing definitions of personal information, personal data and similar concepts within the E.U., the United States and elsewhere, especially relating to classification of IP addresses, device identifiers, location data, household data and other information that VWE may collect, may limit or inhibit VWE's ability to operate or expand its business, including limiting the use of personal information for marketing purposes (such as behavioral advertising) and limiting commercial arrangements that may involve the sharing of such information and data. Additionally, if third parties that VWE works with, such as vendors or developers, violate applicable laws or VWE's policies, then such violations may also place personal information at risk and have an adverse effect on VWE's business. Even the perception of privacy concerns, whether or not valid, may harm VWE's reputation, subject VWE to regulatory scrutiny and investigations, and inhibit adoption of VWE's wines by existing and potential customers.

Wine club member attrition could adversely affect VWE.

        VWE incurs significant upfront costs to originate new club members in the expectation that they will remain VWE club members for several years after joining. Reasons for attrition, when it occurs, include problems experienced with the quality of VWE's products or services, unfavorable general economic conditions, adverse publicity or a preference for lower pricing of competitors' products and services. If VWE fails to retain VWE's club members for a sufficient period of time after signing them, then VWE's results of operations could be materially and adversely affected.

VWE's advertising and promotional investments may not be effective.

        VWE has incurred, and expects to continue to incur, advertising and promotional expenditures to enhance its winery brands and raise consumer awareness in both existing and emerging categories. Variations in the levels of advertising and promotional expenditures have in the past caused, and are expected in the future to continue to cause, variability in VWE's results of operations. While VWE strives to invest only in effective advertising and promotional activities, it is difficult to correlate such investments with sales results. There is no guarantee that advertising and promotional expenditures will be effective in building brand strength or in growing repeat sales.

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Decreases in wine quality ratings by important rating organizations could adversely affect VWE.

        Many of VWE's brands are issued ratings by local or national wine rating organizations. In the wine industry, higher product ratings usually translate into greater demand and higher pricing. Although some VWE brands have been rated highly in the past, and VWE believes its farming and winemaking activities are of a quality to generate good ratings in the future, VWE has no control over ratings issued by third parties, which may or may not be favorable in the future. Significant or persistent declines in the ratings issued to VWE wines could have adverse effects on its business.

VWE's inability to protect its trademarks and other intellectual property rights could adversely affect its business.

        VWE's business relies on intellectual property, mainly consisting of trademarks, customer lists and business practices. VWE does not register its business practices or customer lists, but they are kept highly confidential and considered trade secrets and, as such, are accessible to a very limited number of people within VWE. Although VWE believes that it does not rely significantly on any individual intellectual property right, a breach of confidentiality with respect to the customer lists or business practices, or loss of access to them, or the future expiration of intellectual property trademark rights, could have adverse impacts on VWE's business.

        VWE relies in part on confidentiality agreements, ownership of intellectual property, and non-competition agreements with employees, vendors and third parties in order to protect its intellectual property. It is possible that these agreements could be breached and that VWE might lack an adequate remedy for breach. Disputes may arise concerning the ownership of intellectual property or the extent to which the confidentiality agreements remain in force. Furthermore, VWE's trade secrets may become revealed to its competitors or developed independently by them, in which case VWE will not be able to enjoy exclusive use of some of its formulas or maintain confidentiality concerning its products.

New lines of business or new products and services could subject VWE to additional risks.

        VWE may invest in new lines of business, or may offer new products, such as within its spirits business or, upon federal legalization of cannabis, cannabis-infused beverages. There are risks and uncertainties associated with such efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, VWE may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, lack of market acceptance and shifting consumer preferences, may also affect the successful implementation of a new line of business or a new product or service. With respect to cannabis-infused beverages, even if the federal government legalizes medical and/or adult-use cannabis, significant delays in the drafting and implementation of industry regulations and licensing and the costs associated with burdensome regulations and taxes could adversely impact VWE's ability to operate profitably in the cannabis-infused beverage industry. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have adverse effects on VWE's business, results of operations and financial condition.

VWE's projections are subject to significant risks, assumptions, estimates and uncertainties and historical financial information prior to fiscal 2017 has not been audited in accordance with PCAOB standards. As a result, VWE's revenues, expenses and profitability for these future and historical periods are subject to uncertainty and may differ materially from the amounts set forth herein.

        In connection with the merger and the other transactions, the BCAC board of directors considered, among other things, internal financial forecasts for VWE and historical financial information for periods prior to the year ended December 31, 2017 that has not been audited in

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accordance with PCAOB standards. Such internal financial forecasts speak only as of the date made and are subject to significant economic, competitive, industry and other uncertainties, including availability of capital, and may not be achieved in full, at all or within projected timeframes. Further, as a result of continued and unprecedented market disruption resulting from COVID-19, these projections are even more uncertain in terms of reflecting actual future results. The failure of VWE's business to achieve projected results could have a material adverse effect on New VWE Holdco's share price and financial position following the merger and the other transactions. In addition, such historical financial information for periods prior to fiscal 2017 are derived entirely from financial information provided by the management of VWE. Accordingly, although BCAC believes such information to be accurate, such information has not been audited in accordance with PCAOB standards. Accordingly, BCAC cannot assure you that such financial information of VWE for those periods would not be materially different if such information had been audited in accordance with PCAOB standards.

Litigation relating to alcohol abuse or the misuse of alcohol could adversely affect VWE's business.

        There has been increased public attention directed at the beverage alcohol industry, which VWE believes is due to concern over problems related to alcohol abuse, including drinking and driving, underage drinking and health consequences from the misuse of alcohol. Several beverage alcohol producers have been sued regarding alleged advertising practices relating to underage consumers. Adverse developments in these or similar lawsuits or a significant decline in the social acceptability of beverage alcohol products that could result from such lawsuits could materially adversely affect VWE's business.

VWE engages in transactions with related parties. Such transactions present possible conflicts of interest that could have adverse effects on VWE's business, results of operations and financial condition.

        VWE has entered into a number of transactions with related parties, as disclosed in the section of this consent solicitation statement/prospectus titled "Certain Relationship and Related Party Transactions."

    VWE may enter into contracts between it, on the one hand, and related parties, on the other, that are not a result of arm's-length transactions; and

    VWE's executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to VWE as well as to such other related parties and may present such business opportunities to such other parties.

        Such conflicts could cause an individual in VWE management to seek to advance his or her economic interests or the economic interests of certain related parties above VWE's. Conversely, VWE might not be able to enter into transactions with third parties on terms as favorable as the terms of existing transactions with related parties. For these reasons, it is possible that one or more conflicts of interest could have adverse effects on VWE's business, results of operations and financial condition.

Risks Related to Human Capital Management by VWE

VWE competes for skilled management and labor. Its future success depends in large part on key personnel, especially Patrick Roney. VWE's business would suffer if it were to fail for any reason to retain any of its key personnel and fail to replace any who may be lost with a highly skilled successor.

        VWE could experience significant increases in operating costs and reduced profitability due to competition for skilled management and labor. VWE competes with other entities for skilled management and labor, including entities that operate in different market sectors. Costs to recruit and retain adequate personnel, the loss of personnel, inability to attract and retain other qualified personnel or a labor shortage that reduces the pool of qualified candidates could, in any such case, adversely affect VWE's business.

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        VWE's future success depends in large part on its ability to retain and motivate to a high degree its senior management team. The loss of services of members of senior management could have a negative impact on VWE's results of operations and its ability to implement its strategy. The loss of co-founder and Chief Executive Officer Patrick Roney for any reason would be especially damaging.

        VWE's success also depends on retaining and motivating proficient winemakers, grape growers and other skilled personnel. VWE operates in a highly specialized market, where product quality is of critical importance and having skilled personnel is necessary for ensuring the supply of high-quality products. If a number of such employees were to leave at the same time, then VWE could encounter difficulties in finding replacements with equivalent experience and abilities, a situation which could impair VWE's capabilities.

During the pendency of the transactions, VWE management's focus and resources may be diverted from operational matters and other strategic opportunities, to VWE's detriment.

        Successful completion of the transactions will place significant burdens on management and other internal resources. The diversion of management's attention and any difficulties encountered in the transition process could harm the combined company's business, financial condition, results of operations and prospects. In addition, uncertainty about the effect of the transactions on VWE's systems, employees, customers, suppliers and other third parties, including regulators, could have adverse effects on the combined company. These uncertainties could impair the combined company's ability to attract, retain and motivate key personnel for a while after the completion of the transactions.

VWE's management has limited experience operating a public company. This could lead to diversion of time otherwise spent on business operations and could necessitate the incurrence of additional costs to staff for regulatory expertise.

        Although BCAC's directors and officers have substantial public market experience, VWE's executive officers have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations under federal securities laws. VWE's management team might not successfully or effectively manage VWE's transition to a public company after the transactions. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of VWE. It is possible that the combined company will be required to expand its employee base and hire additional qualified personnel, or engage additional outside consultants and professionals, to support its operations as a public company, increasing its operating costs in future periods.

Risks Related to State and U.S. Federal Regulation of VWE's Business

VWE's failure to obtain or maintain necessary licenses or otherwise fail to comply with applicable laws and regulations could have adverse effects on its results of operations, financial condition and business.

        There is a complex multi-jurisdictional regime governing alcoholic beverage manufacturing, distribution, sales and marketing in the United States. The alcoholic beverages industry, in which VWE operates, is subject to extensive regulation by the Alcohol and Tobacco Tax and Trade Bureau ("TTB") (and other federal agencies), each state's liquor authority, and potentially local authorities depending on location. These regulations and laws dictate such matters as licensing requirements, production, importation, ownership restrictions, trade and pricing practices, permitted distribution channels, delivery, prohibitions on sales to minors, permitted and required labeling, and advertising and relations with wholesalers and retailers. These laws, regulations and licensing requirements may, and sometimes are, interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may

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conflict with other legal mandates or with VWE's business practices. Further, these laws, rules, regulations and interpretations are constantly changing as a result of litigation, legislation, and agency priorities, and could result in increased regulation. VWE's actual or asserted non-compliance with any such law, regulation or requirement could expose VWE to investigations, claims, litigation, injunctive proceedings and other criminal or civil proceedings by private parties and regulatory authorities, as well as license suspension, license revocation, substantial fines and negative publicity, any of which could adversely affect VWE's results of operations, financial condition and business. VWE relies on various internal and external personnel with relevant experience complying with applicable regulatory and legal requirements, and the loss of personnel with such expertise could adversely affect VWE's business.

Failure to comply with environmental, health and safety laws and regulations would expose VWE to civil and criminal liability.

        The laws and regulations concerning the environment, health and safety may subject VWE to civil liability for non-compliance or environmental pollution. Such laws may include criminal sanctions (including substantial penalties) for violations. Some environmental laws also include provisions imposing strict liability for the release of hazardous substances into the environment, which could result in VWE becoming liable for clean-up efforts without any negligence or fault on its part. Other environmental laws impose liability jointly and severally, which could expose VWE to responsibility for cleaning up environmental pollution caused by others.

        In addition, some environmental, health and safety laws are applied retroactively such that they could impose liability for acts done in the past even if such acts were carried out in accordance with the law in force at the time. Civil or criminal liability under such laws could have adverse effects on VWE's business, results of operations and financial condition.

        VWE may also become subject to claims for personal injury or property damage arising from exposure to hazardous substances if personal injury or environmental contamination was ostensibly caused by activity at one of its production sites. Such legal proceedings could be instituted by private individuals or non-governmental organizations.

        In addition, any expansion of VWE's existing facilities or development of new vineyards or wineries, or any expansion of VWE's business into new product lines or new geographic markets, may be limited by present and future environmental restrictions, zoning ordinances and other legal requirements.

VWE is subject to legal or regulatory measures to address water scarcity.

        VWE depends upon agricultural activity and natural resources, including the availability of water. The quality and quantity of water available for use is important to the supply of grapes and to VWE's ability to make wine. Measures enacted to address climate change, and other environmental factors beyond VWE's control, could reduce grape production and adversely impact VWE's financial condition and results of operations.

Risks Related to VWE's Financial Condition

The terms of the VWE credit facility restrict VWE's flexibility. Failure to comply with such terms would have a variety of adverse effects.

        The VWE credit facility contains various covenants and restrictions that may, in certain circumstances and subject to carve-outs and exceptions, limit VWE's ability to, among other things:

    create liens;

    make loans to third parties;

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    incur additional indebtedness;

    make capital expenditures in excess of agreed upon amounts;

    merge or consolidate with another entity;

    dispose of its assets;

    make dividends or distributions to its shareholders;

    change the nature of its business;

    amend its organizational documents;

    make accounting changes; and

    conduct transactions with affiliates.

        Under the VWE credit facility, VWE also is required to maintain compliance with a minimum fixed charge coverage ratio covenant (not less than 1.10:1:00).

        As a result of the covenants and other restrictions contained in its credit facility, VWE is limited in how it may choose to conduct its business. VWE cannot guarantee that it will be able to remain in compliance with these covenants and other restrictions or be able to obtain waivers for noncompliance in the future. Failure to comply with the covenants and other restrictions contained in its debt instruments would likely have adverse effects on its financial condition and business by impairing its ability to continue financing its business.

        Of particular significance, VWE could be forced to repay immediately and in full any outstanding borrowings under its credit facility if it were to breach its covenants and not cure the breach, even if it could otherwise satisfy its debt service obligations. Also, if VWE were to experience a change of control, as defined in its credit facilities, it could be required to repay in full all loans outstanding thereunder, plus accrued interest and fees. To satisfy a condition precedent to the closing of the transactions, VWE must obtain a waiver or amendment of any event of default under its credit facility that would result from the consummation of the transactions. There is no assurance that the lenders under the VWE credit facility will provide such waiver, in which case VWE could not satisfy its closing conditions for consummating the transactions. Even if VWE's closing condition relating to its credit facility were to be waived, VWE would need to seek alternate sources of funding in order to repay its current credit facility and to provide VWE with necessary working capital. Such additional sources of funding may be unavailable or may be available on less favorable terms. VWE's ability to make scheduled payments on or to refinance its debt obligations depends on its financial condition, its results of operations and its ability to receive dividend payments from subsidiaries, which are subject to business, economic and competitive conditions, regulatory requirements and other factors beyond our control. If VWE's cash flows and capital resources were insufficient to fund VWE's debt service obligations, then VWE could be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures might not succeed and might not permit VWE to satisfy its scheduled debt service obligations. In addition, the terms of VWE's existing or future debt instruments could restrict VWE from adopting some of these alternatives.

VWE uses interest rate swap agreements to manage its exposure to interest rate fluctuations associated with its variable rate debt. New VWE Holdco may be exposed to interest rate risk based on its ability to hedge effectively, as well as risk related to nonperformance based on the creditworthiness of counterparties to these agreements.

        VWE has entered into interest rate swap agreements in an attempt to limit its exposure to changes in prevailing interest rates. While VWE's intended strategy is to minimize the impact to its interest cost

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due to increases in interest rates applicable to its variable rate debt, there can be no assurance that this strategy will be effective. VWE also is exposed to potential credit losses due to the risk of non-performance of counterparties to these agreements. Consequently, VWE may experience credit-related losses in the future. See Note 8 to VWE's consolidated financial statements included elsewhere in this consent solicitation/prospectus.

New VWE Holdco may be adversely affected by the phase-out of, or changes in the method of determining, the London Interbank Offered Rate ("LIBOR"), or the replacement of LIBOR with different reference rates.

        LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on U.S. dollar-denominated loans globally. The VWE credit facility uses LIBOR as a reference rate such that the interest due to VWE's creditors under this facility is calculated using LIBOR.

        On July 27, 2017, the U.K.'s Financial Conduct Authority (the authority that administers LIBOR) announced that it intends to phase out LIBOR by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or if alternative rates or benchmarks will be adopted. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates and result in higher borrowing costs. This could materially and adversely affect New VWE Holdco's results of operations, cash flows and liquidity. New VWE Holdco cannot predict the effect of the potential changes to LIBOR or the establishment and use of alternative rates or benchmarks. VWE may need to renegotiate its credit facility or incur other indebtedness. Changes in the method of calculating LIBOR, or the use of an alternative rate or benchmark, could negatively impact the terms of such renegotiated credit facility or such other indebtedness. If changes are made to the method of calculating LIBOR or LIBOR ceases to exist, VWE might need to amend certain contracts and cannot predict what alternative rate or benchmark would be negotiated. This may result in an increase to New VWE Holdco interest expense.

If VWE's intangible assets or goodwill become impaired, then VWE may be required to record charges to earnings, which could be significant.

        VWE has substantial intangible assets and goodwill on its balance sheet as a result of acquisitions that VWE has completed. VWE reviews intangible assets and goodwill for impairment annually or more frequently if events or circumstances indicate that these assets might be impaired. Application of impairment tests requires judgment. A significant deterioration in a key estimate or assumption or a less significant deterioration to a combination of assumptions or the sale of a part of a reporting unit could result in an impairment charge in the future, which could have an impact, possibly significant, on VWE's reported earnings.

VWE values its inventory using the FIFO method, which could put pressure on its margins.

        As of July 1, 2019, the cost of VWE's inventories is determined using the first-in, first-out ("FIFO") method. Under the FIFO inventory costing method, the cost of materials included in cost of sales may be different than the current market price at the time of sale of VWE's products due to the length of time from the acquisition of raw material to the sale of the finished product. In a period of decreasing raw material costs, the FIFO inventory valuation normally results in higher costs of sales as compared to the last-in, first-out method. This could result in compression of the gross margin on VWE's product sales.

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Risks Related to the Transactions

If BCAC and VWE are unable to complete the transactions in a timely manner or at all, then each company's business would likely be affected adversely and BCAC will wind-up.

        BCAC and VWE's obligations to consummate the merger and the other transactions are subject to the satisfaction or waiver of the conditions described in the section titled "The Transaction Agreement—Conditions to the Merger".

        The required satisfaction of the closing conditions could delay the completion of the transactions for a significant period of time or prevent it from occurring. Any delay in completing the transactions could cause VWE not to realize some or all of the benefits that the parties expect VWE to achieve following the transactions.

        If the transactions are delayed, then the market value of BCAC could decline to the extent that its market value reflects an assumption that the transactions will be completed on the expected timeline. Furthermore, if the transactions are delayed or are not completed and the transaction agreement is terminated, then VWE and BCAC may suffer other consequences that could adversely affect each of their businesses, results of operations and market valuations, including the following:

    each has incurred and will continue to incur costs relating to the transactions (including significant legal and financial advisory fees), and many of these costs are payable whether or not the transactions are completed;

    matters relating to the transactions (including integration planning) require substantial commitments of time and resources by VWE and BCAC's management teams, which could otherwise have been devoted to conducting their respective businesses or other opportunities that might have been beneficial to either company;

    legal proceedings related to the transactions could arise;

    any disruptions to VWE's or BCAC business resulting from the announcement and pendency of the transactions, including any adverse changes in VWE's relationships with customers, suppliers and employees, may continue or intensify in the event that the transactions are delayed or not completed; and

    BCAC will wind-up.

Uncertainty about the transactions may adversely affect VWE's relationships with its customers and employees, which could negatively affect VWE's business whether or not the transactions are completed.

        The announcement of the transactions could generate uncertainties in VWE's relationships with its customers, which could impair VWE's ability to maintain or expand its historical sales growth. Furthermore, uncertainties about the transactions could cause current and prospective employees of VWE to experience uncertainty about their future with the company. These uncertainties could impair the ability of VWE to retain, recruit or motivate key employees, which could adversely affect its business.

The regulatory approvals required in connection with the transactions might not be obtained or might contain materially burdensome conditions.

        Completion of the transactions is conditioned upon the receipt of certain regulatory approvals, and neither VWE nor BCAC can provide assurance that these approvals will be obtained. If any conditions or changes to the proposed structure of the transactions are required to obtain these regulatory approvals, then that may have the effect of jeopardizing or delaying completion of the transactions or reducing the anticipated benefits of the transactions. If BCAC or VWE agrees to any material

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conditions in order to obtain any approvals required to complete the transactions, then the results of operations and prospects of the combined company may be adversely affected.

VWE shareholders will have a significantly lower ownership and voting interest in New VWE Holdco following the transactions than they currently have in VWE and will exercise less influence over management.

        It is expected that, immediately after completion of the transactions, former VWE shareholders will own approximately [?]% of the outstanding New VWE Holdco common stock, assuming no dissent rights are exercised and no redemptions of BCAC Class A restricted voting shares. Consequently, former VWE shareholders will have less influence over the management and policies of New VWE Holdco than they currently have over the management and policies of VWE.

The transaction agreement contains provisions that restrict the ability of VWE to pursue alternatives to the merger.

        The transaction agreement contains provisions that make it more difficult for VWE to be acquired by any person other than BCAC. Under the terms of the transaction agreement, VWE is restricted, among other things, from initiating, seeking, soliciting, knowingly facilitating or knowingly encouraging (including by way of furnishing any nonpublic information) the making or submission of a third-party acquisition proposal. See "The Transaction Agreement—Covenants and Agreements—No Solicitation". These provisions could discourage a third party that may have an interest in acquiring all or a significant part of VWE from considering or proposing that acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to VWE and its shareholders than the merger.

BCAC, VWE and the combined company may be subject to litigation in connection with the transactions.

        Lawsuits may be filed against BCAC and VWE, their respective subsidiaries, and/or their respective directors or executive officers in connection with the transactions. In addition, lawsuits may be filed against the combined company following the transactions. If any such lawsuit is filed, then it could result in a reduction in the stock price of BCAC or the combined company following the transactions an could result in substantial costs and diversion of management's attention and resources, which could adversely affect the business, financial condition or results of operations of BCAC, VWE and the combined company whether or not a settlement or other resolution is achieved.

The rights of holders of VWE capital stock will change as a result of the transactions.

        Upon completion of the transactions, stockholders of VWE will become stockholders of New VWE Holdco and their rights as stockholders of New VWE Holdco will be governed by New VWE Holdco's articles of incorporation, its bylaws and Nevada corporation law. The terms of New VWE Holdco's articles of incorporation and bylaws and Nevada corporation law are, in some respects, different than the terms of VWE's articles of incorporation and bylaws and California corporation law, which currently govern the rights of VWE stockholders. For more information, see the section of this consent solicitation statement/prospectus titled "Comparison of Shareholder Rights."

Redemptions by holders of BCAC Class A restricted voting shares will reduce the funds available to New VWE Holdco following the transactions, and a high level of redemptions may negatively impact New VWE Holdco's ability to execute on its strategy following the completion of the transactions.

        In connection with the transactions, BCAC will provide holders of its Class A restricted voting shares the opportunity to redeem all or a portion of their Class A restricted voting shares (or the shares of New VWE Holdco common stock into which such shares are converted upon the domestication). The procedures for redemption will be described in detail in the BCAC Canadian

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prospectus. The amount to be paid for such redemptions, if any, will be paid by New VWE Holdco following the domestication. As a result, redemptions by holders of BCAC Class A restricted voting shares will reduce the funds available to New VWE Holdco following the transactions, and a high level of redemptions may negatively impact New VWE Holdco's ability to execute on its strategy following the completion of the transactions and limit its growth.

Tax on corporate emigration under the Tax Act could adversely affect New VWE Holdco.

        The "corporate emigration" rules in the Tax Act will apply to BCAC upon BCAC ceasing to be resident in Canada for the purposes of the Tax Act. BCAC will also have a deemed tax year-end immediately prior to the time it ceases to be resident in Canada for purposes of the Tax Act. BCAC will cease to be resident in Canada for the purposes of the Tax Act at the time of the domestication. Each property owned by BCAC immediately before the deemed year-end will be deemed to have been disposed of by BCAC for proceeds of disposition equal to the fair market value of each such property at that time. Any gains or losses realized by BCAC from the deemed disposition will be taken into account when determining the amount of BCAC's taxable income for the taxation year which is deemed to end immediately before the domestication. BCAC currently expects that any tax on corporate emigration under the Tax Act will be minimal, but there can be no assurance in this regard.

        BCAC will also be required to pay a special departure tax under the Tax Act as a result of the domestication. Provided that BCAC becomes resident in the United States for purposes of the Canada-United States Income Tax Agreement at the time of the domestication, such departure tax will generally be equal to 5% of the amount by which (i) the fair market value of BCAC's assets immediately before the domestication exceeds (ii) the aggregate of its liabilities and the paid-up capital in respect of its issued and outstanding shares immediately before the domestication.

        Management of BCAC currently expects that it will not incur a material amount of Canadian income tax as a result of the domestication, although there can be no assurance in this regard. This expectation is based in part on determinations of factual matters, including determinations regarding the fair market value of BCAC's assets and tax attributes, and the paid-up capital for purposes of the Tax Act in respect of its issued and outstanding shares, any or all of which could change prior to the effective time of the domestication, and also depends in part on factors or circumstances beyond BCAC's control and as to which only incomplete information may be available. Moreover, there can be no assurance that the Canada Revenue Agency will accept the valuations or the positions that BCAC has adopted in calculating the amount of Canadian tax that will be payable in connection with the transactions.

Risks Related to the New VWE Holdco Common Stock

There can be no assurance that New VWE Holdco's common stock will be approved for listing on Nasdaq upon the closing of the transactions, or if approved, that New VWE Holdco will be able to comply with the continued listing standards of Nasdaq.

        BCAC Class A restricted voting shares are currently listed on Nasdaq. In connection with the closing of the transactions, New VWE Holdco intends to seek approval for the listing of the New VWE Holdco common stock on Nasdaq under the symbols "VWE". As part of the process for continued listing following consummation of the transactions, New VWE Holdco is required to provide evidence to Nasdaq that it is able to meet the initial listing requirements of Nasdaq, which are more rigorous than Nasdaq's continued listing requirements and include, among other things, a requirement that New VWE Holdco have 300 or more unrestricted round lot holders, at least 150 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float. New VWE Holdco's ability to meet these listing requirements may depend, in part, on the number of shares of Class A restricted voting shares that are redeemed in connection with the transactions, as the number of redemptions may

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impact whether New VWE Holdco has at least 300 unrestricted round lot holders upon the closing of the transactions, among other initial listing requirements. New VWE Holdco's continued listing has not yet been approved, and may not be approved if New VWE Holdco is unable to provide evidence satisfactory to Nasdaq that it will meet such listing requirements.

        Approval for listing on Nasdaq of the New VWE Holdco common stock and the New VWE Holdco warrants is a condition to closing of the merger. Both parties have waived the condition that the New VWE Holdco warrants be approved for listing on Nasdaq and, accordingly, it is expected that the New VWE Holdco warrants will only be listed on the TSX, which may result in a limited availability of market quotes and reduced liquidity for such warrants. Moreover, if the condition with respect to the listing of the New VWE Holdco common stock is not satisfied or waived, either BCAC or VWE would have the right to terminate the transaction agreement. If New VWE Holdco common stock is not approved for listing on Nasdaq and the conditions under the transaction agreement are not waived, or after the closing, Nasdaq delists the New VWE Holdco common stock from trading on its exchange for failure to meet the listing standards, New VWE Holdco and its shareholders could face adverse consequences with respect to both the New VWE Holdco common stock and New VWE Holdco warrants, including:

    a limited availability of market quotations;

    reduced liquidity for the securities;

    a determination that the security is a "penny stock," which will require brokers trading in the securities to adhere to more stringent rules and possibly result in reduced level of trading activity in the secondary trading market for the securities;

    a limited amount of news and analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

BCAC may not realize the benefits anticipated from the transactions, which could adversely affect the New VWE Holdco common stock price.

        The transactions, if completed, will be extraordinary transactions for BCAC and VWE. The anticipated benefits from the transactions are, necessarily, based on projections and assumptions about the combined business of BCAC and VWE, which may not materialize as expected or which may prove to be inaccurate. The combined company's ability to achieve the anticipated benefits will depend on its ability to successfully implement VWE's growth strategies, as well as the availability of cash. The combined company may encounter significant challenges with recognizing the anticipated benefits of the transactions, including the following:

    potential disruption of, or reduced growth in, VWE's historical core businesses, due to diversion of management attention and uncertainty with VWE's current customer and supplier relationships;

    challenges arising from the expansion of VWE's product offerings into adjacencies with which VWE has limited experience;

    challenges arising from the expansion into jurisdictions where VWE does not currently operate or have significant operations;

    coordinating sales and marketing efforts to effectively position VWE's capabilities and the direction of product development;

    difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining VWE's business with BCAC's capital resources;

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    limitations prior to the completion of the merger on the ability of management of BCAC and of VWE to conduct planning regarding the operations of the combined company;

    the increased scale and complexity of the combined company's operations resulting from the transactions;

    retaining key employees, suppliers and other stakeholders of VWE and BCAC;

    retaining and efficiently managing VWE's expanded distributor and supplier base;

    difficulties in anticipating and responding to actions that may be taken by competitors in response to the transactions; and

    BCAC's assumption of and exposure to unknown or contingent liabilities of VWE.

        If the combined company does not successfully manage these issues and the other challenges inherent in operating a business of its scale, then it may not achieve the anticipated benefits of the transactions, could incur unanticipated expenses and charges and the results of operations and the market price of the New VWE Holdco common stock could be adversely affected.

The transactions may result in significant charges or other liabilities that could adversely affect the results of operations of New VWE Holdco.

        The results of operations of the combined company after the transactions may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with VWE business developments. Furthermore, as a result of the transactions, New VWE Holdco will record a significant amount of goodwill and other intangible assets on its consolidated financial statements, which could be subject to impairment based upon future adverse changes in New VWE Holdco's business or prospects including its inability to recognize the benefits anticipated by the transactions.

        In addition, upon the completion of the transactions, New VWE Holdco will be liable for some or all of VWE's liabilities, including unknown and contingent liabilities that VWE assumed in connection with their prior acquisitions that BCAC may have failed to or been unable to identify in the course of performing due diligence. A significant component of VWE's growth in recent years has come through acquisitions. BCAC's ability to accurately identify and assess the magnitude of the liabilities assumed by VWE in these acquisitions may be limited by, among other things, the information available to BCAC and VWE and the limited operating experience that VWE has had with these acquired businesses. If BCAC and VWE are not able to completely assess the scope of these liabilities or if these liabilities are neither probable nor estimable at this time, then New VWE Holdco's future financial results could be adversely affected by unanticipated reserves or charges, unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on its business, operating results or financial condition. The price of New VWE Holdco common stock after the transactions could decline to the extent that New VWE Holdco's results of operations are affected by any of these events.

New VWE Holdco's actual financial condition and results of operations after the transactions may differ from the unaudited pro forma financial information included in this consent solicitation statement/prospectus.

        The unaudited pro forma financial information included in this consent solicitation statement/prospectus is presented for illustrative purposes only and may not be an indication of New VWE Holdco's actual financial condition or results of operations after the merger. The unaudited pro forma financial information has been derived from the historical audited and unaudited consolidated financial information of BCAC and VWE, respectively, and certain adjustments and assumptions have been made after giving effect to the transactions. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are

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difficult to make with accuracy. For example, the unaudited pro forma financial information does not reflect all costs that are expected to be incurred by the parties to the transactions. As a result, New VWE Holdco's actual financial condition and results of operations after completion of the transactions may not be consistent with, or evident from, the unaudited pro forma financial information.

        In addition, the assumptions used in preparing the unaudited pro forma financial information may prove to be inaccurate, and other factors may affect New VWE Holdco's financial condition or results of operations after the consummation of the transactions. Any potential decline in New VWE Holdco's financial condition or results of operations may cause significant variations in the market price of its common stock after the transactions. For additional relevant information, see the section titled "Unaudited Pro Forma Condensed Combined Financial Information" in this consent solicitation statement/prospectus.

The combined company's inability to integrate other recently acquired businesses or to successfully complete future acquisitions could limit its future growth or otherwise be disruptive to its ongoing business.

        VWE has pursued an acquisition-intensive growth strategy in recent years. VWE has completed 20 brand and inventory acquisitions since 2010 and 10 in the last five years. VWE is still in the process of integrating recently acquired businesses and, after the transactions, its management team will also need to manage the combined company. The anticipated benefits and synergies from recently completed acquisitions may not materialize to the extent projected, or at all.

The terms of the investor rights agreement, New VWE Holdco's organizational documents and Nevada law could inhibit a takeover that New VWE Holdco shareholders might consider favorable.

        Features of the investor rights agreement, the New VWE Holdco articles of incorporation and bylaws and Nevada law will make it difficult for any party to acquire control of New VWE Holdco in a transaction not approved by the New VWE Holdco board of directors. These features include:

    until the 2028 annual meeting of shareholders of New VWE Holdco, the Roney Representative (which will be Patrick Roney, so long as he is alive) may designate five individuals (the "Roney Nominees") and the Sponsor may designate four individuals (the "Sponsor Nominees") in the slate of nominees recommended to New VWE Holdco shareholders for election as directors at any annual or special meeting of the shareholders at which directors are to be elected, subject to reduction if either the VWE Investors or the Sponsor, respectively, reduces its ownership of shares of New VWE Holdco by 50% or more and certain other conditions are met;

    the affirmative vote of shareholders holding at least 662/3% of the voting power of the issued and outstanding shares of capital stock of New VWE Holdco will be required to amend or repeal certain provisions of the articles of incorporation and bylaws of New VWE Holdco, including those relating to election, removal and replacement of directors, for five years following the closing of the transactions;

    the ability of the board of directors to issue and determine the terms of preferred stock;

    advance notice for shareholder proposals and nominations of directors by shareholders to be considered at New VWE Holdco's annual meetings of shareholders;

    certain limitations on convening shareholder special meetings;

    limiting the ability of shareholders to act by written consent; and

    anti-takeover provisions of Nevada law.

        These features may have an anti-takeover effect and could delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a New VWE

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Holdco shareholder might consider in its best interest, including those attempts that might result in a premium over the market price of their common stock. See "Description of New VWE Holdco Securities—Anti-Takeover Effects of Nevada Law and Provisions of New VWE Holdco's Articles of Incorporation and Bylaws."

Upon consummation of the transactions, New VWE Holdco will be a holding company with no operations of its own and, as such, it will depend on its subsidiary for cash to fund its operations and expenses, including future dividend payments, if any.

        The principal source of cash flow for New VWE Holdco will be distributions from its operating subsidiary, VWE. Therefore, the ability of New VWE Holdco to fund and conduct its business, service debt that it incurs and pay dividends, if any, will depend on the ability of its subsidiary to generate sufficient cash flow to make upstream cash distributions. VWE is a legal entity separate from New VWE Holdco and although it will be wholly-owned and controlled by New VWE Holdco, it has no obligation to make any funds available to New VWE Holdco, whether in the form of loans, dividends or otherwise. The ability of VWE to distribute cash to New VWE Holdco also will be subject to, among other things, restrictions that may be contained in its agreements (as entered into from time to time), availability of sufficient funds in VWE and applicable laws and regulatory restrictions. Claims of creditors of VWE generally will have priority as to the assets of VWE over claims of New VWE Holdco and claims of creditors and stockholders of New VWE Holdco. To the extent the ability of VWE to distribute dividends or other payments to New VWE Holdco is limited in any way, the ability of New VWE Holdco to fund and conduct business, service debt and pay dividends, if any, could be harmed.

New VWE Holdco's future ability to pay dividends to holders of its common stock or repurchase shares of New VWE Holdco common stock or warrants is subject to the discretion of its board of directors and will be limited by its ability to generate sufficient earnings and cash flows.

        New VWE Holdco does not expect to pay dividends, but the New VWE Holdco board of directors may determine that it is in the best interests of New VWE Holdco and its shareholders to approve a share repurchase program with respect to New VWE Holdco common stock and New VWE Holdco warrants. Any share repurchase program would be publicly announced.

        Payment of cash dividends on New VWE Holdco common stock, or any share repurchase program, will depend on New VWE Holdco's ability to generate earnings and cash flows. Sufficient cash might not be available to pay such dividends or fund such repurchases. Payment of future dividends or repurchases, if any, will be at the discretion of New VWE Holdco's board of directors and will depend upon a number of factors that such board of directors deems relevant, including future earnings, the success of business activities, capital requirements, the general financial condition and future prospects of the business and general business conditions. If New VWE Holdco is unable to generate sufficient earnings and cash flows from its business, then it may not be able to pay dividends on its common stock.

New VWE Holdco may be a "controlled company" within the meaning of Nasdaq rules upon consummation of the transactions. In that case, New VWE Holdco would qualify for, and would elect to rely upon, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of New VWE Holdco.

        Immediately after the consummation of the transactions and depending upon the level of redemption by holders of BCAC Class A restricted voting shares, the Specified Investors may collectively control a majority of the voting power of the outstanding New VWE Holdco common stock eligible to vote in the election of directors pursuant to the voting provisions of the investor rights agreement. In such event, New VWE Holdco would be a "controlled company" within the meaning of

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the corporate governance rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with particular corporate governance requirements, including:

    the requirement that a majority of New VWE Holdco's board of directors consist of "independent directors" as defined by Nasdaq rules;

    the requirement that VWE have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    the requirement that VWE have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.

        If it is a controlled company, New VWE Holdco intends to use some or all of these exemptions. In that event, its nominating and corporate governance committee and compensation committee may not consist entirely of independent directors and such committees would not necessarily be subject to annual performance evaluations. Accordingly, stockholders of New VWE Holdco may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

The New VWE Holdco articles of incorporation will provide that the Second Judicial District Court in the State of Nevada, located in Washoe County, Nevada will be the sole and exclusive forum for substantially all disputes between New VWE Holdco and its shareholders, which could limit New VWE Holdco shareholders' ability to obtain a favorable judicial forum for disputes with New VWE Holdco or its directors, officers or employees.

        The New VWE Holdco articles of incorporation will provide that, unless New VWE Holdco consents in writing to the selection of an alternative forum, the Second Judicial District Court of Washoe County, Nevada will, to the fullest extent permitted by law, be the exclusive forum for (i) any derivative action or proceeding brought on behalf of New VWE Holdco, (ii) any action asserting a breach of fiduciary duty, or (iii) any action arising pursuant to any provision of the NRS or the New VWE Holdco articles of incorporation or bylaws. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act. Accordingly, such exclusive forum provision will not relieve New VWE Holdco of its duties to comply with the federal securities laws and the rules and regulations thereunder, and its shareholders will not be deemed to have waived New VWE Holdco's compliance with these laws, rules and regulations.

        Any person or entity purchasing or otherwise acquiring any interest in any New VWE Holdco securities will be deemed to have notice of and consented to these provisions. These exclusive forum provisions may limit a shareholder's ability to bring a claim in a judicial forum of its choosing for disputes with New VWE Holdco or its directors, officers or other employees, which may discourage lawsuits against New VWE Holdco and its directors, officers and other employees.

        If a court were to find the exclusive forum provision contained in the New VWE Holdco articles of incorporation to be inapplicable or unenforceable in an action, New VWE Holdco may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition. Even if New VWE Holdco is successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees.

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If securities or industry analysts do not publish research or reports about New VWE Holdco, if they adversely change their recommendations regarding New VWE Holdco common stock or if the results of operations of New VWE Holdco do not satisfy their expectations, then the share price and trading volume of New VWE Holdco common stock could decline.

        The trading market for New VWE Holdco common stock will be influenced by the research and reports that industry or securities analysts publish about New VWE Holdco or its business. New VWE Holdco does not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish research on New VWE Holdco. If no securities or industry analysts commence coverage of New VWE Holdco, then the trading price of its common stock would likely be negatively impacted. In the event securities or industry analysts initiated coverage, and one or more of these analysts cease coverage of New VWE Holdco or fail to publish such reports regularly, then New VWE Holdco could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline. Moreover, if one or more of the analysts who cover New VWE Holdco downgrades the common stock, or if the results of operations of New VWE Holdco do not satisfy their expectations, then the share price and trading volume could decline.

Holders of New VWE Holdco common stock may experience dilution in the future.

        If the transactions are completed, the percentage of shares of New VWE Holdco common stock owned by holders of New VWE Holdco immediately following the transactions may be diluted in the future as the result of additional issuances of New VWE Holdco equity, including, without limitation, through exercise of New VWE Holdco warrants and the issuance of the Earnout Shares.

        Following completion of the transactions, each BCAC warrant (other than the Founder's Warrants surrendered by the Sponsor to BCAC for cancellation pursuant to the transaction agreement) will continue and remain outstanding on a one-for-one basis as a New VWE Holdco warrant and will become exercisable for shares of New VWE Holdco common stock in accordance with the terms of the Warrant Agreement governing the warrants. Each New VWE Holdco warrant will entitle the holder thereof to purchase one share of New VWE Holdco common stock at an exercise price of $11.50, subject to adjustments, and will become exercisable only commencing 65 days after the completion of the transactions. In addition, the issuance of up to 5,726,864 Earnout Shares to holders of shares of VWE Series B stock and VWE Series A stock (other than Wasatch), which are issuable in the event New VWE Holdco common stock achieves certain performance goals, would also result in dilution to the holders of shares of New VWE Holdco common stock.

        The extent to which New VWE Holdco warrants are exercised and Earnout Shares are issued will result in dilution to the holders of shares of New VWE Holdco common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market, or the fact that such New VWE Holdco warrants may be exercised or such Earnout Shares may be issued, could adversely affect the market price of the New VWE Holdco common stock.

General Risk Factors

Each of BCAC and VWE has incurred and will incur substantial costs in connection with the transactions and related transactions, such as legal, accounting, consulting and financial advisory fees.

        As part of the transactions, each of BCAC and VWE is using professional service providers for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for such advisory services, the total actual costs may exceed the estimates. Also, such services could extend beyond the currently estimated time frame, thus resulting in higher than expected costs.

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The combined company may be unable to obtain additional financing to fund the operations and growth of its business after consummation of the transactions.

        The combined company may require additional financing to fund its operations or growth after the consummation of the transactions. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the combined company. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect its business. In addition, the combined company may seek additional capital due to favorable market conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will be available to the combined company on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for the combined company to operate its business or implement its growth plans.

Mergers and acquisitions in which the combined company might engage involve risks that could adversely affect its business.

        As part of its growth strategy, VWE has regularly considered, and after the transactions the combined company can be expected to continue considering, entry into discussions, negotiations and agreements regarding possible transactions such as mergers, acquisitions and other business combinations. The purchase price for possible acquisitions of brands, other assets and businesses might be paid in cash, through the issuance of common stock or other securities, borrowings or a combination of these methods. Business combinations entail numerous risks, including:

    difficulties in the integration of acquired operations, supply and distribution networks, and products, which can impact retention of customer good will;

    failure to achieve expected synergies;

    diversion of management's attention from other business concerns;

    assumption of unknown material liabilities of acquired companies, which could become material or subject us to litigation or regulatory risks;

    amortization of acquired intangible assets, which could reduce future reported earnings; and

    potential loss of customers or key employees.

        There can be no assurance that the combined company will be able to identify, consummate and successfully integrate business combinations, and no assurance can be given with respect to the timing, likelihood or business effect of any possible transaction. For example, the combined company could begin negotiations that it subsequently decides to suspend or terminate for a variety of reasons. Also, business combinations are typically subject to closing conditions, including regulatory approvals and the absence of a material adverse change. Therefore, if and when the combined company enters into a business combination agreement, then there can be no assurance that the transaction will close when expected, or at all. If a material transaction does not close, then the market price of New VWE Holdco common stock could decline.

        Nevertheless, opportunities arise from time to time that the combined company may choose to evaluate. Any transactions that are pursued and consummated would involve these risks and uncertainties, as well as others. The risks of a business combination could result in the failure of the anticipated benefits of that particular combination to be realized, which in turn could have adverse effects on the business, financial condition, results of operations and prospects of the combined company.

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        In addition, the combined company will have greater financial resources after the transactions are consummated, enabling it to do larger deals, which could entail greater risk than the brand and inventory acquisition strategy historically employed by VWE.

New VWE Holdco will be an emerging growth company and can offer no assurance that the reduced reporting requirements applicable to emerging growth companies will not make its shares less attractive to investors.

        New VWE Holdco will be an emerging growth company as defined in the Jumpstart Our Business Startups Act (the "JOBS Act). For as long as New VWE Holdco continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that apply to public companies other than emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. New VWE Holdco will remain an emerging growth company until the earlier of (1) the date (a) December 31, 2026, (b) on which the combined company has total annual gross revenue of at least $1.07 billion or (c) on which the combined company is deemed to be a large accelerated filer, which means the market value of shares of the combined company's common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which the combined company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        New VWE Holdco can offer no assurance that investors will not find its common stock less attractive because New VWE Holdco may rely on these exemptions. If some investors find such less attractive as a result, then there may be a less active trading market for such stock and its market price may be more volatile.

After the consummation of the transactions, the combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

        After the consummation of the transactions, the combined company will face increased legal, accounting, administrative and other costs and expenses as a public company that VWE does not incur as a private company. New VWE Holdco will also remain a reporting issuer in all of the provinces and territories of Canada, other than Quebec. The Sarbanes-Oxley Act, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (United States), Nasdaq and the TSX impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New VWE Holdco to carry out activities that VWE has not done previously. For example, New VWE Holdco will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC and Canadian reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or a significant deficiency in the internal control over financial reporting), then the combined company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the combined company's reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance in such a situation. Risks associated with the combined company's status as a public company may make it more difficult to attract and retain qualified persons to serve on the board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal,

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accounting and administrative activities. These increased costs will require the combined company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New VWE Holdco will be subject to financial reporting and other requirements for which its accounting and other management systems and resources may not be adequately prepared.

        Following the consummation of the transactions, New VWE Holdco will be subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404(a) of the Sarbanes-Oxley Act and similar legislation imposed on reporting issuers under Canadian law, as applicable. Section 404 requires annual management assessments of the effectiveness of New VWE Holdco's internal controls over financial reporting and, after New VWE Holdco is no longer an "emerging growth company," its independent registered public accounting firm may be required to express an opinion on the effectiveness of New VWE Holdco's internal controls over financial reporting. To the extent applicable, these reporting and other obligations will place significant demands on New VWE Holdco's management, administrative, operational, and accounting resources and will cause New VWE Holdco to incur significant expenses. New VWE Holdco will need to create systems; implement financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. If New VWE Holdco is unable to accomplish these objectives in a timely and effective manner, then its ability to comply with the financial reporting requirements and other rules that apply to public reporting companies could be impaired. Any failure to maintain effective internal controls could have adverse effects on New VWE Holdco's business, results of operations and stock price.

Market, ranking and other industry data used throughout this consent solicitation statement/prospectus has not been independently verified and could prove to be incorrect. If the estimates and assumptions used to determine the potential size of the market are inaccurate, then the future growth rate of New VWE Holdco could be impacted and its business could be harmed.

        This consent solicitation statement/prospectus contains market, ranking and other industry data, including data regarding the wine industry and VWE's market position, that has been obtained or derived from publications and reports that BCAC and VWE have not independently verified. Data and information contained in such publications and reports is collected using methodologies that vary based on the source and are subject to uncertainties and limitations. As a result, the market opportunity estimates and growth forecasts contained in this consent solicitation statement/prospectus are themselves subject to uncertainty and could prove to be incorrect. If the estimates and assumptions used to determine the potential size of the market are inaccurate, then the future growth rate of New VWE Holdco could be impacted and its business could be harmed. Even if the market in which New VWE Holdco competes meets the size estimates and forecasted growth, New VWE Holdco's business could fail to grow at similar rates, if at all. For more information regarding the data cited and used in this consent solicitation statement/prospectus, see "Market, Ranking and Other Industry Data."

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UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of the transactions. This information should be read together with BCAC's and VWE's financial statements and related notes, the sections titled "Selected Historical Financial Data of BCAC," "Selected Historical Financial and Other Data of VWE," "BCAC Management's Discussion and Analysis of Financial Condition and Results of Operations" and "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information, in each case, contained elsewhere in this consent solicitation statement/prospectus.

Introduction

        BCAC is a special purpose acquisition corporation formed for purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination, which is referred to herein as a qualifying acquisition. BCAC was incorporated on July 8, 2019 under the BCBCA and is domiciled in Canada.

        On August 15, 2019, BCAC closed its IPO of 35,000,000 Class A restricted voting units at a price of $10.00 per unit, generating gross proceeds of $350,000,000. On September 13, 2019, BCAC closed the partial exercise by the IPO underwriters of their over-allotment option in respect of an additional 1,000,000 Class A restricted voting units, generating gross proceeds of $10,000,000. Each Class A restricted voting unit consisted of one Class A restricted voting share and one-half of a warrant, with each whole warrant entitling the holder to purchase one Class A restricted voting share. Prior to the closing of the IPO, the Sponsor purchased 10,062,500 Class B shares (of which 1,062,500 shares were relinquished in connection with the partial exercise by the IPO underwriters of the over-allotment option) for an aggregate price of $25,000. In addition, concurrently with the closing of the IPO, the Sponsor purchased 12,000,000 warrants for an aggregate price of $12,000,000. Following the IPO, BCAC deposited a total of $360,000,000 ($10.00 per Class A restricted voting share) in the escrow account.

        VWE is a leading vintner in the United States, offering a collection of wines produced by award-winning, heritage wineries, popular lifestyle wines, innovative new wine brands and packaging concepts as well as craft spirits. Since its organization as a California corporation over 20 years ago, VWE has grown organically through brand creation and acquisitions to become the 15th largest wine producer based on cases of wine shipped in California.

        The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the historical balance sheet of BCAC and the historical consolidated balance sheet of VWE on a pro forma basis as if the transactions had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2020 combine the historical statements of operations of BCAC and the historical consolidated statements of operations of VWE for such periods on a pro forma basis as if the transactions had been consummated on July 1, 2019, the beginning of the earliest period presented. In addition to the merger and the domestication, the transactions contemplated by the transaction agreement that are given pro forma effect include:

    the reverse recapitalization between merger sub and VWE;

    the cash paid for a portion of VWE Series B stock;

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    the cancellation of all VWE stock options and related payments of cash consideration to former holders thereof;

    the forfeiture and cancellation of 3,000,000 Class B shares and 4,000,000,000 Founders Warrants by the Sponsor for no value;

    the repayment of certain outstanding indebtedness of VWE, subject to the level of redemptions by holders of BCAC Class A restricted voting shares; and

    the escrow of $6,609,118 with the PPP lender as required by the transaction agreement in connection with the application for forgiveness of the PPP Note;

        The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of New VWE Holdco. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Accordingly, you should not place undue reliance on such information.

        The historical financial information of BCAC was derived from the unaudited and audited financial statements of BCAC as of and for the six months ended June 30, 2020, and for the year ended December 31, 2020, which are included elsewhere in this consent solicitation statement/prospectus. The unaudited condensed combined statement of operations of BCAC for the six months ended December 31, 2020 was calculated by taking the audited statements of operations of BCAC for the year ended December 31, 2020 less the unaudited condensed statements of operations of BCAC for the six months ended June 30, 2020. The unaudited condensed statement of operations of BCAC for the year ended June 30, 2020 was calculated by taking the unaudited condensed statement of operations of BCAC for the six months ended June 30, 2020 plus the audited statement of operations of BCAC for the period of July 8, 2019 (inception) through December 31, 2019. The historical financial information of VWE was derived from the unaudited condensed consolidated financial statements of VWE as of and for the six months ended December 31, 2020, and audited consolidated financial statements of VWE for the year ended June 30, 2020, which are included elsewhere in this consent solicitation statement/prospectus. This information should be read together with BCAC's and VWE's unaudited and audited financial statements and related notes, the sections titled "Selected Historical Financial Data of BCAC," "Selected Historical Financial and Other Data of VWE," "BCAC Management's Discussion and Analysis of Financial Condition and Results of Operations," and "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information included elsewhere in this consent solicitation statement/prospectus.

        The transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BCAC will be treated as the "acquired" company for financial reporting purposes. Accordingly, the transactions will be treated as the equivalent of VWE issuing stock for the net assets of BCAC, accompanied by a recapitalization. The net assets of BCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the transactions will be those of VWE. See "Anticipated Accounting Treatment."

        BCAC's and VWE's management have made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

        The unaudited pro forma condensed combined financial information does not give effect to:

    any anticipated synergies, operating efficiencies, tax savings, cost savings or increased costs of a public company that may be associated with the transactions;

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    the issuance of up to 5,726,864 Earnout Shares to holders of shares of VWE Series A stock and VWE Series B stock (other than Wasatch), which are issuable in the event New VWE Holdco common stock achieves certain performance goals;

    the impact of the expected acquisition by VWE of Kunde by merger see "VWE Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Kunde Acquisition;"

    the potential divestiture of certain non-core real estate assets with a combined appraised value in excess of $70 million; and

    the impact of any Canadian income tax incurred by BCAC under the "corporate emigration" rules in the Tax Act as a result of the domestication.

        The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of BCAC Class A restricted voting shares:

    Assuming No Redemptions:  This presentation assumes that no holders of BCAC Class A restricted voting shares exercise redemption rights for a pro rata share of the funds in the escrow account.

    Assuming 75% Redemptions:  This presentation assumes that holders of 27,000,000 BCAC Class A restricted voting shares exercise redemption rights for a pro rata share of the funds in the escrow account (approximately $10.00 per share), representing aggregate redemption payments of $270,000,000 using a $10.00 per share redemption price. The number of redemptions may impact whether New VWE Holdco is able to meet the listing requirements of Nasdaq following such redemptions. See "Risk Factors—Risks Related to the New VWE Holdco Common Stock—There can be no assurance that New VWE Holdco's common stock will be approved for listing on Nasdaq upon the closing of the transactions, or if approved, that New VWE Holdco will be able to comply with the continued listing standards of Nasdaq."

        The following table summarizes the pro forma shares of New VWE Holdco common stock outstanding under the two redemption scenarios presented:

 
  Assuming No
Redemptions
(shares)
  %   Assuming 75%
Redemptions (shares)
  %  

Shares of VWE Series A stock

    22,199,913     32.5 %   22,199,913     53.6 %

Shares of VWE Series B stock

    1,663,561     2.4 %   1,663,561     4.0 %

Total shares of VWE capital stock

    23,863,474     34.9 %   23,863,474     57.6 %

BCAC Class A restricted voting shares

    36,000,000     52.6 %   9,000,000     21.7 %

BCAC Class B shares

    6,000,000     8.8 %   6,000,000     14.5 %

Total BCAC shares

    42,000,000     61.4 %   15,000,000     36.2 %

Pro forma shares of New VWE Holdco common stock at December 31, 2020

    65,863,474     96.3 %   38,863,474     93.9 %

Shares of VWE Series A stock expected to be issued to Kunde stockholders

    2,545,987     3.7 %   2,545,987     6.1 %

Pro forma shares of New VWE Holdco common stock at December 31, 2020, including shares expected to be issued to Kunde stockholders

    68,409,461     100.0 %   41,409,461     100.0 %

        The two redemption scenarios described above exclude (1) the issuance of up to 5,726,864 Earnout Shares to holders of shares of VWE Series A stock and VWE Series B stock (other than Wasatch), which are issuable in the event New VWE Holdco common stock achieves certain performance goals and (2) up to 660,911 shares of New VWE Holdco common stock redeemable by New VWE Holdco

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for no consideration from each VWE shareholder party to the investor rights agreement to the extent any portion of the PPP Note has not been forgiven prior to the closing of the merger, on the earlier of VWE's receipt of notice from the applicable lender or the applicable governmental entity that any or all of the PPP Note will not be forgiven and the date that is 18 months after the closing of the merger. See "The Transaction—Merger Consideration."

        The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020

 
  VWE
December 31,
2020
  BCAC
December 31, 2020
  No
Redemptions
Adjustments
   
  No
Redemptions
Pro Forma
Combined
December 31,
2020
  75%
Redemptions
Adjustments
   
  75%
Redemptions
Pro Forma
Combined
December 31,
2020
 

ASSETS

                                                 

Current assets:

                                                 

Cash

  $ 2,668,700   $ 2,114,670   $ 364,043,313     (A )       $ 94,043,313     (O )      

                (161,584,100 )   (B )         (16,139,600 )   (P )      

                (6,609,118 )   (R )         (6,609,118 )   (R )      

                (13,500,000 )   (C )         (13,500,000 )   (C )      

                (32,000,000 )   (D )         (32,000,000 )   (D )      

                (15,195,000 )   (E )         (15,195,000 )   (E )      

                (8,130,844 )   (F ) $ 131,807,621     (8,130,844 )   (F ) $ 7,252,121  

Accounts receivable, net

    9,539,100                   9,539,100               9,539,100  

Related party receivables

    1,053,000                   1,053,000               1,053,000  

Other receivables

    9,350,500                   9,350,500               9,350,500  

Inventories

    208,003,000                   208,003,000               208,003,000  

Prepaid expenses and other current assets

    10,797,800     645,405               11,443,205               11,443,205  

Total current assets

    241,412,100     2,760,075     127,024,251           371,196,426     2,468,751           246,640,926  

Property, plant, and equipment, net

    176,647,300                   176,647,300               176,647,300  

Goodwill

    87,122,900                   87,122,900               87,122,900  

Intangible assets, net

    26,060,200                   26,060,200               26,060,200  

Other assets

    1,777,800                   1,777,800               1,777,800  

Cash held in escrow for PPP Note

            6,609,118     (R )   6,609,118     6,609,118     (R )   6,609,118  

Investments held in Escrow Account

        364,043,313     (364,043,313 )   (A )       (364,043,313 )   (O )    

Total assets

  $ 533,020,300   $ 366,803,388   $ (230,409,944 )       $ 669,413,744     (354,965,444 )       $ 544,858,244  

LIABILITIES, REDEEMABLE STOCK, NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

                                                 

Current liabilities:

                                                 

Line of credit

  $ 150,444,500       $ (150,444,500 )   (B )     $ (5,000,000 )   (P ) $ 145,444,500  

Accounts payable

    25,645,700   $ 751,891             $ 26,397,591               26,397,591  

Accrued liabilities and other payables

    24,666,900         (233,400 )   (B )   24,433,500     (223,400 )   (P )   24,433,500  

Related party liabilities

    11,018,500         (10,906,200 )   (B )   112,300     (10,906,200 )   (P )   112,300  

Current maturities of long-term debt

    16,298,400                   16,298,400               16,298,400  

Total current liabilities

    228,074,000     751,891     (161,584,100 )         67,241,791     (16,139,600 )         212,686,291  

Other long-term liabilities

    912,500                   912,500               912,500  

Long-term debt, less current maturities

    144,169,900         (4,750,000 )   (B )   139,419,900     (4,750,000 )   (P )   139,419,900  

Interest rate swap liabilities

    17,320,400                   17,320,400               17,320,400  

Deferred tax liability

    5,686,600                   5,686,600               5,686,600  

Deferred gain

    12,668,100                   12,668,100               12,668,100  

Deferred underwriters' commission

        13,500,000     (13,500,000 )   (C )       (13,500,000 )   (C )    

Total liabilities

    408,831,500     14,251,891     (179,834,100 )         243,249,291     (34,389,600 )         388,693,791  

BCAC Class A restricted voting shares; 36,000,000 subject to redemption

        363,312,252     (363,312,252 )   (G )       (363,312,252 )   (Q )    

VWE Series A redeemable stock, no par value; 10,000,000 and 6,799,424 shares authorized and outstanding, respectively

   
   
   
(22,336,300

)
 
(I

)
 
   
(22,336,300

)
 
(I

)
 
 

    45,735,000         (22,398,700 )   (I )       (22,398,700 )   (I )    

VWE Series B redeemable stock, no par value; 10,000,000 and 1,588,956 shares authorized and outstanding, respectively

   
   
   
(4,455,353

)
 
(H

)
 
   
(4,455,353

)
 
(H

)
 
 

    46,028,400         (32,000,000 )   (D )       (32,000,000 )   (D )    

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  VWE
December 31,
2020
  BCAC
December 31, 2020
  No
Redemptions
Adjustments
   
  No
Redemptions
Pro Forma
Combined
December 31,
2020
  75%
Redemptions
Adjustments
   
  75%
Redemptions
Pro Forma
Combined
December 31,
2020
 

            (9,573,047 )   (H )       (9,573,047 )   (H )    

Redeemable noncontrolling interest

   
1,661,300
   
   
         
1,661,300
   
         
1,661,300
 

Stockholders' equity (deficit):

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

VWE Series A stock, no par value, 10,000,000 shares authorized; 872,931 shares issued and outstanding

    2,363,500         (2,363,500 )   (J )       (2,363,500 )   (J )    

BCAC Class A restricted voting shares, unlimited shares authorized; no shares issued and outstanding (excluding 36,000,000 shares subject to possible redemption) at December 31, 2020

                                     

BCAC Class B shares, unlimited shares authorized; 9,000,000 shares issued and outstanding at December 31, 2020

        25,000     (8,333 )   (K )       (8,333 )   (K )    

            (16,667 )   (L )       (16,667 )   (L ) $  

New VWE Holdco common stock, no par value; 200,000,000 shares authorized; 65,363,700 shares issued and outstanding (no redemptions); 38,363,700 shares issued and outstanding (75% redemptions)

   
   
   
   
(M

)
 
   
   
(M

)
 
 

Additional paid-in capital

   
10,526,900
   
   
363,312,252
   
(G

)
       
93,312,252
   
(Q

)
     

                9,573,047     (H )         9,573,047     (H )      

                23,398,700     (I )         23,398,700     (I )      

                2,363,500     (J )         2,363,500     (J )      

                25,000     (L )         25,000     (L )      

                4,750,000     (S )         4,750,000