United States securities and exchange commission logo
April 13, 2021
Maja Spalevic
Chief Financial Officer
Bespoke Capital Acquisition Corp.
3rd Floor
115 Park Street
London, W1K 7AP
United Kingdom
Re: Bespoke Capital
Acquisition Corp.
Registration
Statement on Form S-4
Filed March 15,
2021
File No. 333-254260
Dear Ms. Spalevic:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed March 15, 2021
Selected Defined Terms, page xiv
1. Please revise this
section to ensure that the meaning of each defined term is provided
within the prospectus
itself. For example, but without limitation, the defined terms "Base
Merger Consideration
Amount" and "Remaining Cash Amount" include in their
definitions the term
"Series B Preference Amount" which itself refers readers to the
transaction agreement
for its definition. However, a review of the transaction agreement
reveals that the term
"Series B Preference Amount" is defined on page A-A-14 by two
additional defined
terms - "Series B Bullet Payment" and "Target Return" - which are
themselves found in the
"Amended and Restated Articles of Incorporation of the
Maja Spalevic
FirstName LastNameMaja Spalevic
Bespoke Capital Acquisition Corp.
Comapany
April NameBespoke Capital Acquisition Corp.
13, 2021
April 213, 2021 Page 2
Page
FirstName LastName
Company."
Questions and Answers about the Transactions, page 1
2. Please add a new Q&A to disclose and quantify the interests each of
BCAC's sponsor,
current officers and directors. Please disclose and quantify the
return they will receive on
their initial investment. Also, provide similar disclosure in the
Summary beginning on
page 8 about the return they will receive on their initial investment,
including the price
paid to acquire those securities and the current value as of the most
recent practicable
date.
What will VWE Shareholders Receive in the Merger, page 2
3. Refer to the first Q&A on page 2. So that shareholders may better
understand the
consideration to be received following consummation of the
transactions, please include a
table in an appropriate location of the prospectus that quantifies in
separate columns a
range of potential values shareholders can expect to receive of each
of the Per Share
Merger Consideration (less the Per Share Adjustment Escrow Deposit),
the Per Share
Adjustment Escrow Release and the Per Share Earnout Shares based on a
range of
assumptions regarding the component variables of each of the
aforementioned terms,
including, without limitation, (i) the number of shares of VWE capital
stock outstanding
immediately prior to the effective time (excluding excluded shares);
(ii) the Merger
Consideration and its sub-components, including the Base Merger
Consideration and
Estimated Merger Consideration Amount and each of such terms'
sub-components that are
needed to calculate such amounts and (iii) any other assumptions that
are required in order
to quantify the Per Share Merger Consideration (less the Per Share
Adjustment Escrow
Deposit), the Per Share Adjustment Escrow Release and the Per Share
Earnout
Shares. Include footnote or narrative disclosure following the table
that indicates the
specific, quantified assumptions underlying the calculations of each
sub-component's and
component's values comprising the assorted merger consideration,
escrow release and
earnout values disclosed in the illustrative range. Also provide a
column that identifies
the dollar value of such per share values based on share prices as of
the most recent
practicable date.
Do BCAC Shareholders Have Redemption Rights?, page 4
4. With a view towards disclosure, please advise what consideration was
given to including
in the prospectus a more detailed discussion of the procedures for
redemption similar to
that which the prospectus indicates "will be described detail" in the
BCAC Canadian
circular and BCAC Canadian prospectus to be delivered to BCAC
shareholders in
connection with the BCAC special meeting. Include a discussion of the
anticipated timing
of both the special meeting and the shareholder redemption window
relative to the
effectiveness of the registration statement on Form S-4 as well as the
value of such
information to the investment decision applicable to the transactions
covered by the
registration statement.
Maja Spalevic
FirstName LastNameMaja Spalevic
Bespoke Capital Acquisition Corp.
Comapany
April NameBespoke Capital Acquisition Corp.
13, 2021
April 313, 2021 Page 3
Page
FirstName LastName
Q. What Happens to the Funds Deposited in the BCAC Escrow Account, page 4
5. You disclose that in connection with the transactions, funds in the
escrow account will be
used to repay certain indebtedness of VWE. Please disclose the
anticipated amounts of the
funds in the escrow account to be used to repay indebtedness and a
description of the
indebtedness to be repaid.
BCAC's Reasons for the Merger, page 21
6. Refer to the fifth bullet point on page 22. Please expand the
disclosure to provide support
for the claim that the combined company will have "approximately $1
billion of
acquisition capacity."
Reconciliation of Non-GAAP Measures, page 36
7. We note your various non-GAAP measure adjustments included in your
reconciliation on
page 37. Please expand your footnote disclosure to provide discussion
of various
adjustments that are not elements of EBITDA, similar to the footnote
you provided for the
"Taint provision."
The New VWE Holdco articles of incorporation will provide that the Second
Judicial District
Court in the State of Nevada, page 63
8. Please revise to make your disclosure here and on page 284 consistent
with the
exclusive forum provision in your form of articles of incorporation
included as Annex B.
Also, please revise to clarify what you mean by the statement here
that the 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. Further,
additional
provisions designated as (1) and (2) relating to deemed consent
regarding personal
jurisdiction and service of process are included in the form of
articles of incorporation but
are not disclosed.
Management Compensation, page 92
9. Please revise to quantify the amount of out-of-pocket expenses and
other reimbursements
incurred by your BCAC executive officers, directors, and their
respective affiliates as of a
recent practicable date and provide similar disclosure in the Q&A
beginning on page
1 and the Summary beginning on page 8.
The Transaction Agreement, page 227
10. Notwithstanding that the representations, warranties, and covenants in
the transaction
agreement filed with the consent solicitation statement/prospectus
constitute public
disclosure for purposes of the federal securities laws, you are
responsible for considering
whether additional specific disclosures of material information about
material contractual
provisions of the transaction combination agreement are required to
make the statements
Maja Spalevic
FirstName LastNameMaja Spalevic
Bespoke Capital Acquisition Corp.
Comapany
April NameBespoke Capital Acquisition Corp.
13, 2021
April 413, 2021 Page 4
Page
FirstName LastName
in the consent solicitation statement/prospectus not misleading.
Please include disclosure
acknowledging that if specific material facts exist that contradict
the representations,
warranties, and covenants in the transaction agreement, you have
provided corrective
disclosure in the consent solicitation statement/prospectus.
Furthermore, if subsequent
information concerning the subject matter of the representations,
warranties, and
covenants in the business combination agreement may or may not be
fully reflected in
your public disclosures, please clarify that your public disclosures
will include any
material information necessary to provide your stockholders a
materially complete
understanding of the transaction agreement disclosures.
Material U.S. Federal Income Tax Cconsiderations, page 246
11. Please delete the term "certain" from the first sentence of this
section.
12. We note your statement in the first paragraph of this section that
your disclosure is a
discussion of material federal income tax considerations of the
domestication and it
appears from the exhibit index that you have not included a tax
opinion. Your prospectus
should provide a brief, clear and understandable summary of the
material tax aspects of
the domestication and the required Item 601(b)(8) tax opinion provided
by you should
state clearly the tax consequences. Please file a tax opinion as an
exhibit and
clarify whether the tax disclosure is intended to constitute such
opinion or whether you
will be providing a separate long form tax opinion, or advise if you
do not believe a tax
opinion is required to be filed. Refer to Item 601(b)(8) of Regulation
S-K and Section III
of Staff Legal Bulletin No. 19.
Effect of the Domestication to U.S. Holders, page 248
13. We note your statement in this section that it is intended that the
domestication qualify as
an F Reorganization. Please revise to address the material federal
income tax
consequences of the transaction and state clearly whether the
domestication will qualify as
an F Reorganization or advise why you cannot provide such a statement.
Item 21. Exhibits and Financial Statement Schedules, page II-4
14. Please refile exhibit 2.1 and 10.21 to include on the first page of
each redacted exhibit the
legend required by Item 601(b)(2)(ii) and 601(b)(10)(iv). Please
revise Annex A or the
exhibit index to include a list briefly identifying the contents of
all omitted schedules for
your Transaction Agreement listed as exhibit 2.1. Refer to Item
601(a)(5) of Regulation S-
K. We also note that there are no brackets indicating information is
omitted in Exhibit
10.21. Please ensure that brackets are used in every instance where
information is omitted.
General
15. Please advise us of the timing of the registrant's distribution of the
BCAC Canadian
circular. Please also advise us whether conforming changes to the BCAC
Canadian
Maja Spalevic
Bespoke Capital Acquisition Corp.
April 13, 2021
Page 5
prospectus and BCAC Canadian circular will be made to reflect changes
made to the
Form S-4 prospectus in response to staff comments.
16. Refer to the penultimate paragraph of the first page of the "Letter to
Our Shareholders."
Revise to specify the date of the BCAC special meeting. Also revise
the second sentence
to clarify the intended statement regarding the notice of the BCAC
special meeting. With
a view towards providing clarifying disclosure in the prospectus,
please also advise what
information regarding the transactions will be included in the BCAC
Canadian circular
and explain the purpose of the "prospectus prepared in accordance with
the rules of
the...TSX."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kevin Stertzel at (202) 551-3723 or John Cash at (202)
551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sherry Haywood at (202) 551-3345 or Perry Hindin at (202) 551-3444 with
any other
questions.
FirstName LastNameMaja Spalevic Sincerely,
Comapany NameBespoke Capital Acquisition Corp.
Division of
Corporation Finance
April 13, 2021 Page 5 Office of
Manufacturing
FirstName LastName