SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

606,916

SHARED VOTING POWER

30,529,224 (1) (2)

SOLE DISPOSITIVE POWER

606,916

SHARED DISPOSITIVE POWER

8,715,935 (1)

0001193125-23-288658.txt : 20231205 0001193125-23-288658.hdr.sgml : 20231205 20231204213227 ACCESSION NUMBER: 0001193125-23-288658 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231204 GROUP MEMBERS: & L KUNDE TRUST #1 GROUP MEMBERS: & L KUNDE TRUST #3 GROUP MEMBERS: ANNE STEWART GROUP MEMBERS: BESPOKE SPONSOR CAPITAL LP GROUP MEMBERS: CHUCK SWEENEY GROUP MEMBERS: DARRELL D. SWANK GROUP MEMBERS: JEFF & ROBERTA KUNDE LIVING TRUST DATED 6-16-95 GROUP MEMBERS: JEFF KUNDE GROUP MEMBERS: JIM & MARCIA MICKELSON LIVING TRUST DATED 4-11-01 GROUP MEMBERS: JIM MICKELSON GROUP MEMBERS: JONATHAN SEBASTIANI GROUP MEMBERS: KUNDE & L KUNDE GST EXEMPT GRAT FBO JEFF KUNDE GROUP MEMBERS: KUNDE & L KUNDE GST EXEMPT GRAT FBO MARCIA MICKELSON GROUP MEMBERS: LAURA G. RONEY GROUP MEMBERS: LINDA BUTLER GROUP MEMBERS: MARCIA MICKELSON GROUP MEMBERS: MARCO DIGIULIO GROUP MEMBERS: MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED GROUP MEMBERS: MARK W.B. HARMS GROUP MEMBERS: MICHELL RUGGIRELLO GROUP MEMBERS: NELL SWEENEY GROUP MEMBERS: PATRICK A. RONEY & LAURA G. RONEY TRUST GROUP MEMBERS: ROBERTA KUNDE GROUP MEMBERS: RON COLEMAN GROUP MEMBERS: SEAN RONEY GROUP MEMBERS: SLR NON-EXEMPT TRUST UAD 4/21/2018 GROUP MEMBERS: SONOMA BRANDS II GP, LLC GROUP MEMBERS: SONOMA BRANDS II SELECT, L.P. GROUP MEMBERS: SONOMA BRANDS II, L.P. GROUP MEMBERS: SONOMA BRANDS PARTNERS II, LLC GROUP MEMBERS: SONOMA BRANDS VWE CO-INVEST, L.P. GROUP MEMBERS: STEVEN KAY GROUP MEMBERS: VICKI DAIGNEAULT GROUP MEMBERS: VOTING TRUST FBO JEFF KUNDE U/T KUNDE LIVING TRUST GROUP MEMBERS: VOTING TRUST FBO MARCIA MICKELSON U/T KUNDE LIVING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vintage Wine Estates, Inc. CENTRAL INDEX KEY: 0001834045 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 871005902 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92175 FILM NUMBER: 231465057 BUSINESS ADDRESS: STREET 1: 937 TAHOE BOULEVARD STREET 2: SUITE 210 CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 BUSINESS PHONE: 877-289-9463 MAIL ADDRESS: STREET 1: 937 TAHOE BOULEVARD STREET 2: SUITE 210 CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 FORMER COMPANY: FORMER CONFORMED NAME: Bespoke Capital Acquisition Corp DATE OF NAME CHANGE: 20201125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roney Patrick A CENTRAL INDEX KEY: 0001863935 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 937 TAHOE BOULEVARD CITY: INCLINE VILLAGE STATE: NV ZIP: 89451 SC 13D/A 1 d530996dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)*

Under the Securities Exchange Act of 1934

Vintage Wine Estates, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92747V 106

(CUSIP Number)

Patrick A. Roney

c/o Vintage Wines Estates, Inc.

937 Tahoe Blvd.

Suite 210

Incline Village, NV 89451

(877) 289-9463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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

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

CUSIP No. 92747V 106


1		NAME OF REPORTING PERSONS Patrick A. Roney
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Patrick A. Roney shares voting power and dispositive power with his wife, Laura G. Roney, over 6,516,072 shares of common stock, no par value per share (“Common Stock”), of Vintage Wine Estates, Inc., a Nevada corporation (“Issuer”), owned by the Patrick A. Roney and Laura G. Roney Trust. Mr. Roney also is co-trustee (with Darrell D. Swank and Steven Kay) of 2,199,863 shares of Common Stock owned by the SLR Non-Exempt Trust UAD 4/21/2018. In his capacity as the Roney Representative (as defined herein) under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by these trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP (the “Sponsor”) has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

The Sponsor shares voting, but not dispositive, power over (i) 690,251 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Paul Walsh, (ii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Robert L. Berner III and (iii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mark W.B. Harms (collectively with Mr. Walsh and Mr. Berner, the “Proxy Agreement Parties”) pursuant to the irrevocable proxy agreement dated November 22, 2023 (the “Irrevocable Proxy”) described in Item 5 of this Statement on Schedule 13D.

(3)

Based on (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 14, 2023, (ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Sponsor, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement, (iii) 215,140 shares that could become exercisable within 60 days of the filing of this Statement on Schedule 13D and (iv) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Bespoke Sponsor Capital LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

(1)

Mark W.B. Harms shares voting and dispositive power over the 2,000,007 shares of Common Stock and 2,666,672 warrants to purchase shares of Common Stock owned by the Sponsor. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

The Sponsor shares voting, but not dispositive, power over (i) 690,251 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Paul Walsh, (ii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Robert L. Berner III and (iii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mark W.B. Harms (collectively with Mr. Walsh and Mr. Berner, the “Proxy Agreement Parties”) pursuant to the Irrevocable Proxy Agreement described in Item 5 of this Statement on Schedule 13D.

(3)

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Kansas

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS SLR Non-Exempt Trust UAD 4/21/2018
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Kansas

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Patrick A. Roney and Laura G. Roney Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sean Roney
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sean Roney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sonoma Brands II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sonoma Brands II Select, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II Select, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sonoma Brands VWE Co-Invest, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands VWE Co-Invest, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Linda Butler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Linda Butler and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Ron Coleman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Ron Coleman and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Vicki Daigneault
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Vicki Daigneault and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Marco DiGiulio
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Marco DiGiulio and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Michell Ruggirello
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Michell Ruggirello and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Anne Stewart
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Anne Stewart and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Chuck Sweeney
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Chuck Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Nell Sweeney
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Nell Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Jeff Kunde
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Jeff Kunde has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #1, the A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde and the Voting Trust FBO Jeff Kunde U/T Kunde Living Trust and shares voting and dispositive power with Roberta Kunde over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95 (collectively, the “Kunde Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Kunde Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Marcia Mickelson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Marcia Mickelson has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #3, the A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson and the Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust and shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01 (collectively, the “Mickelson Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Mickelson Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Mark W.B. Harms
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Mark W.B. Harms shares voting and dispositive power over the 2,000,007 shares of Common Stock and 2,666,672 warrants to purchase shares of Common Stock owned by Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Proxy Agreement Parties pursuant to the Irrevocable Proxy described in Item 5 of this Schedule 13D. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D. Mr. Harms also shares voting and dispositive power over an aggregate of 1,479,236 shares of Common Stock and 110 warrants to purchase Common Stock owned by certain entities controlled by Bespoke Capital Partners LLC. Mr. Harms is the managing member of Bespoke Capital Partners LLC.

(2)

Mr. Harms shares voting, but not dispositive, power over 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mr. Harms with the Sponsor pursuant to the Irrevocable Proxy described in Item 5 of this Statement on Schedule 13D.

(3)

Based on (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 14, 2023, (ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement, (iii) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties, and (iv) 110 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by certain entities controlled by Bespoke Capital Partners LLC.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sonoma Brands II GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Sonoma Brands II GP, LLC is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Sonoma Brands Partners II, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Sonoma Brands Partners II, LLC is the managing member of Sonoma Brands II GP, LLC, which is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Jonathan Sebastiani
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Jonathan Sebastiani has sole voting and dispositive power over the shares of Common Stock owned by Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, however, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Laura G. Roney
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Laura G. Roney and her husband, Patrick A. Roney, are co-trustees of the Patrick A. Roney and Laura G. Roney Trust and share voting and dispositive power over the 6,516,072 shares of Common Stock owned by the trust. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Darrell D. Swank
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Darrell D. Swank is a co-trustee (with Steven Kay) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Steven Kay) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Steven Kay
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Steven Kay is a co-trustee (with Darrell D. Swank) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Darrell D. Swank) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Roberta Kunde
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Roberta Kunde shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS A & L Kunde Trust #1
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Voting Trust FBO Jeff Kunde U/T Kunde Living Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Jeff & Roberta Kunde Living Trust Dated 6-16-95
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Jim Mickelson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Jim Mickelson shares voting and dispositive power with Marcia Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS A & L Kunde Trust #3
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

CUSIP No. 92747V 106


1		NAMES OF REPORTING PERSONS Jim & Marcia Mickelson Living Trust Dated 4-11-01
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)

(2)

Reserved.

(3)	Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

Item 1. Security and Issuer

This Amendment No. 6 to Schedule 13D (this “Amendment”) amends and supplements the initial statement on Schedule 13D filed on June 17, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 21, 2022, Amendment No. 2 to Schedule 13D filed on December 21, 2022, Amendment No. 3 to Schedule 13D filed on January 17, 2023, Amendment No. 4 to Schedule 13D filed on May 30, 2023 (“Amendment No. 4”) and Amendment No. 5 to Schedule 13D filed on June 14, 2023 (“Amendment No. 5” and, as so amended and supplemented, the “Statement”) by the Reporting Persons relating to the common stock, no par value per share (“Common Stock”) of Vintage Wine Estates, Inc., a Nevada corporation (the “Issuer”).

This Amendment is being filed to report that (i) on November 22, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 1,666,664 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Share Distribution”), and (ii) on November 22, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 2,222,220 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Warrant Distribution” and, together with the Share Distribution, the “Distribution”).

Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended to add the following:

On November 22, 2023, Bespoke Sponsor Capital LP (the “Sponsor”) effected the Share Distribution of an aggregate of 1,666,664 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 and (ii) on November 22, 2023, the Sponsor effected the Warrant Distribution of an aggregate of 2,222,220 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933. As part of the Share Distribution, Mark W.B. Harms received 6,458 shares of Common Stock. As part of the Warrant Distribution, Mark W.B. Harms received 71,758 warrants to purchase shares of Common Stock.

In addition, Mr. Sebastiani acquired 3,600, 8,274 and 40,107 shares of Common Stock, respectively, on November 20, 2023, November 21, 2023 and November 22, 2023 in open market purchases.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) of the Statement is hereby amended and restated as follows:

(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by this reference thereto.

Item 2(a) of this Statement, which identifies the Reporting Persons, the Major Investors and the Specified Investors and discloses the voting provisions of the Investor Rights Agreement and the Voting Agreement, is incorporated herein by this reference thereto.

On November 22, 2023, the Sponsor and the Proxy Agreement Parties entered into the Irrevocable Proxy Agreement, pursuant to which the Proxy Agreement Parties granted voting power, but not dispositive power, to the Sponsor over the shares of Common Stock held by them. The Irrevocable Proxy Agreement appoints the Sponsor as the irrevocably proxy to vote each share of Common Stock held by each of the Proxy Agreement Parties, including shares of Common Stock that are presently owned or that may be acquired in the future, at each annual or special meeting of shareholders of the Company until and including the Company’s annual meeting of shareholders to be held in 2028. The Irrevocable Proxy Agreement confers authority to vote such shares of Common Stock with respect to any and all matters presented at a meeting of the Company’s shareholders except for certain matters pertaining to (i) the issuance of equity by the Company or adoption of any equity plan by the Company, (b) certain business combination transactions to which the Company is a party, (iii) transactions in which affiliates of the Company have an interest that is different from, or in addition to, the interests of the Company’s shareholders generally, (iv) certain amendments to the Company’s articles of incorporation or bylaws and (v) any matter as to which a Proxy Agreement Party is advised in writing by a nationally recognized law firm that the failure to exercise independent judgment would be a breach of any law, exchange listing requirement, fiduciary duty or contract.

By virtue of the Investor Rights Agreement, the Specified Investors may be deemed to be members of a “group” as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended. The Specified Investors collectively own 30,529,224 shares of Common Stock, or approximately
48.6% of all shares of Common Stock outstanding as of November 7, 2023. The Major Investors collectively own 24,977,001 shares of Common Stock, or approximately 38.6% of all shares of Common Stock outstanding as of that date.

The percentages of beneficial ownership disclosed in this Statement are based on an aggregate of (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023, (ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP, (iii) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties and (iv) 110 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by certain entities controlled by Bespoke Capital Partners LLC.

Item 5(c) of the Statement is hereby amended to add the following:

The Reporting Persons have effected the following transactions in Common Stock since the filing of Amendment No. 5.


Reporting Person	Date of Transaction		Number of Securities Involved	Price Per Share			Nature of Transaction
Mark W.B. Harms		November 22, 2023	6,458	$	0.00		Receipt of shares of Common Stock in the Share Distribution
Mark W.B. Harms		November 22, 2023	71,758	$	0.00		Receipt of warrants to purchase shares of Common Stock in the Warrant Distribution
Jonathan Sebastiani		November 20, 2023	3,600	$	0.51	(1)	Open market purchase of Common Stock
Jonathan Sebastiani		November 21, 2023	8,274	$	0.55	(1)	Open market purchase of Common Stock
Jonathan Sebastiani		November 22, 2023	40,107	$	0.56	(1)	Open market purchase of Common Stock

(1)	Represents a weighted-average price.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended to add the following:

The information provided in Item 5 of this Amendment No. 6 with respect to the Irrevocable Proxy Agreement is hereby incorporated herein by reference thereto.

Item 7. Interest in Securities of the Issuer

Item 7 of the Statement is hereby amended to add the following:

Exhibit 10

Irrevocable Proxy Agreement, dated November 22, 2023, by and among Bespoke Sponsor Capital LP, Robert L. Berner III, Mark W.B. Harms and Paul S. Walsh

SIGNATURE

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

DATE: December 4, 2023


MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED

By:		/s/ *
		Darrell D. Swank
		Trustee

By:		/s/ *
		Steven Kay
		Trustee

SLR NON-EXEMPT TRUST UAD 4/21/2018

By:		/s/ *
		Darrell D. Swank
		Trustee

By:		/s/ *
		Steven Kay
		Trustee

By:		/s/ Patrick A. Roney
		Patrick A. Roney
		Trustee

PATRICK A. RONEY AND LAURA G. RONEY TRUST

By:		/s/ Patrick A. Roney
		Patrick A. Roney
		Trustee

By:		/s/ *
		Laura G. Roney
		Trustee


BESPOKE SPONSOR CAPITAL LP

By: Bespoke Capital Partners, LLC,
its General Partner

By:		/s/ *
		Name: Mark Harms
		Title: Managing Member

SONOMA BRANDS II, L.P.

By: Sonoma Brands II GP, LLC, its general partner

By: Sonoma Brands Partners II, LLC, its managing member

By:		/s/ *
		Jonathan Sebastiani
		Managing Member

SONOMA BRANDS II SELECT, L.P.

By: Sonoma Brands II GP, LLC, its general partner

By: Sonoma Brands Partners II, LLC, its managing member

By:		/s/ *
		Jonathan Sebastiani
		Managing Member


SONOMA BRANDS VWE CO-INVEST, L.P.

By: Sonoma Brands II GP, LLC, its general partner

By: Sonoma Brands Partners II, LLC, its managing member

By:		/s/ *
		Jonathan Sebastiani
		Managing Member

SONOMA BRANDS II GP, LLC

By: Sonoma Brands Partners II, LLC, its managing member

By:		/s/ *
		Jonathan Sebastiani
		Managing Member

SONOMA BRANDS PARTNERS II, LLC

By:		/s/ *
		Jonathan Sebastiani
		Managing Member

/s/ Patrick A. Roney

Patrick A. Roney

/s/ *

Laura G. Roney

/s/ *

Sean Roney

/s/ *

Linda Butler

/s/ *

Ron Coleman

/s/ *

Vicki Daigneault

/s/ *

Marco DiGiulio

/s/ *

Michell Ruggirello

/s/ *

Anne Stewart

/s/ *

Chuck Sweeney

/s/ *

Nell Sweeney

/s/ *

Jeff Kunde, individually, and as trustee for A & L Kunde Trust #1, for A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde, for Voting Trust FBO Jeff Kunde U/T Kunde Living Trust, and for Jeff & Roberta Kunde Living Trust Dated 6-16-95

/s/ *

Roberta Kunde, individually, and as trustee for Jeff & Roberta Kunde Living Trust Dated 6-16-95

/s/ *

Marcia Mickelson, individually, and as trustee for A & L Kunde Trust #3, for A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson, for Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust, and for Jim & Marcia Mickelson Living Trust Dated 4-11-01

/s/ *

Jim Mickelson, individually, and as trustee for Jim & Marcia Mickelson Living Trust Dated 4-11-01

/s/ *

Mark W. B. Harms

/s/ *

Jonathan Sebastiani

/s/ *

Darrell D. Swank

/s/ *

Steven Kay

*By:

/s/ Patrick A. Roney

Patrick A. Roney

Attorney-in-Fact

EX-99.10 2 d530996dex9910.htm EXHIBIT 10 Exhibit 10

Exhibit 10

IRREVOCABLE PROXY AND AGREEMENT

THIS IRREVOCABLE PROXY AND AGREEMENT (this “Agreement”), dated November 22, 2023, is among Bespoke Sponsor Capital LP (“Sponsor”), Robert L. Berner III, Mark W.B. Harms and Paul S. Walsh (collectively, the “Holders”).

RECITALS

A.	As of the date of this Agreement, each of the Holders is a beneficial owner (as defined in SEC Rule 13d-3) of shares of common stock, no par value per share (“Common Shares”), of Vintage Wine Estates, Inc., a Nevada corporation (the “Company”); and

B.	The Holders desire to grant in favor of the Sponsor an irrevocable proxy with respect to the Common Shares beneficially owned by them on the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (the “Parties”) agree as follows:

AGREEMENT

Grant of Irrevocable Proxy. Until and including with respect to the Company’s annual meeting of shareholders to be held in 2028 (such period, the “Proxy Period”), by execution of this Agreement, each Holder appoints Sponsor, with full power of substitution and resubstitution, as such Holder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Holder’s rights with respect to the Common Shares owned by such Holder as of the date of this Agreement or hereafter acquired, to vote each of such Common Shares at each annual or special meeting of shareholders of the Company (or at any adjournment or postponement thereof or pursuant to any consent in lieu of a meeting) on any and all matters. Each Holder intends this proxy to be irrevocable during the Proxy Period and coupled with an interest hereunder and hereby revokes any proxy previously granted by such Holder with respect to the Common Shares owned by such Holder as of the date of this Agreement or hereafter acquired. Notwithstanding any provision of this Agreement to the contrary, the proxy granted by each Holder pursuant to this Section 1 will not apply to any Reserved Matter.

Reserved Matters. For purposes of this Agreement, “Reserved Matter” means (a) the issuance of equity by the Company or the adoption of any equity plan by the Company, (b) any merger, consolidation or other business combination transaction to which the Company is a party (other than such a transaction resulting in a change of domicile, without more), (c) any transaction pursuant to which any executive officer, director or Affiliate (as defined in SEC Rule 405) of the Company has an interest that is different from, or in addition to, the interests of the Company’s shareholders generally, (d) any amendment of the Company’s articles of incorporation or bylaws (other than an amendment that does not discriminate by its terms against any class, series or group of the Company’s shareholders or any particular Company shareholder or adversely affect shareholder rights in a significant respect), and (e) any matter as to which the Holder is advised in writing by a nationally recognized law firm that the failure to exercise independent judgment would be a breach of any law, exchange listing requirement, fiduciary duty or contract.

Transferred Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares sold, transferred or otherwise disposed of (a “Transfer”) by a Holder will be Transferred free and clear of any proxy granted pursuant to this Agreement (and the proxy granted herein will be of no further force and effect with respect to such Transferred Common Shares).

4.	Modification or Amendment. This Agreement may be amended only by a written instrument signed by each of the Parties hereto.

Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by pdf or other readable electronic format), each such counterpart being deemed to be an original instrument, with the same effect as if the signature thereto and hereto were upon the same instrument, and will become effective when one or more counterparts have been signed by each of the Parties and delivered (including by email or DocuSign) to the other Parties, and all such counterparts will together constitute one and the same agreement.

6.	Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles that would result in the application of any law other than the law of the State of Delaware.

Specific Performance. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree (and further agree not to take any contrary position in any litigation concerning this Agreement) that (a) the Parties will be entitled to an injunction or injunctions, specific performance or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, and that such relief may be sought in addition to and will not limit, diminish or otherwise impair, any other remedy to which they are entitled under this Agreement, (b) the provisions set forth herein are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and will not be construed to limit, diminish or otherwise impair in any respect any Party’s right to specific enforcement, and (c) the right of specific enforcement is an integral part of this Agreement and without that right, none of Parties would have entered into this Agreement. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this section will not be required to provide any bond or other security in connection with any such order or injunction.

8.	Entire Agreement. This Agreement constitutes the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter hereof.

Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, then (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

10.

Further Assurances; Joint Filing Agreement. Without further consideration, each Party will execute and deliver or cause to be executed and delivered such additional documents and instruments and shall take such further actions as may be reasonably necessary or desirable to effect the transactions contemplated by this Agreement and to disclose this Agreement and such transactions and information pertaining thereto as required by law.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


SPONSOR:

BESPOKE SPONSOR CAPITAL LP

By:		/s/ Mark W.B. Harms
Name:		Mark W.B. Harms
Title:		Managing Partner

HOLDERS:

By:		/s/ Robert L. Berner III
Name:		Robert L. Berner III

By:		/s/ Mark W.B. Harms
Name:		Mark W.B. Harms

By:		/s/ Paul S. Walsh
Name:		Paul S. Walsh