United States securities and exchange commission logo
April 15, 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
Response dated
April 14, 2021
File No. 333-254260
Dear Ms. Spalevic:
We have reviewed your
response letter and have the following comments.
Please respond to this letter by providing the requested
information. If you do not believe
our comments apply to your facts and circumstances, please tell us why
in your response.
After reviewing the information you provide in response to these
comments, we may
have additional comments.
Registration Statement on Form S-4
First and Second Redemption Opportunities - Tender Offers? , page 1
1. We are in receipt of
your response letter dated April 14, 2021. We reissue the comment.
Please advise why BCAC
s two separate "redemption opportunities" referenced in your
response letter are not
tender offers subject to Exchange Act Rule 13e-4 and Regulation
14E, requiring, among
other obligations, that the registrant file a Schedule TO, pursuant to
Rule 13e-4(c), comply
with the requirements of Rule 13e-4(f)(10) and hold the offer open
for a minimum of 20
business days pursuant to Rule 13e-4(f)(1)(i) and 14e-1(a).
2. Refer to the second and
penultimate bullet points in your response letter. Please confirm
that the first
opportunity to redeem shares will not occur until after the registration
statement on Form S-4
is declared effective. If that is not the case, please explain how
shareholders will be
provided all material information contained in the Form S-4
prospectus prior to
such redemption opportunity.
Maja Spalevic
FirstName LastNameMaja Spalevic
Bespoke Capital Acquisition Corp.
Comapany
April NameBespoke Capital Acquisition Corp.
15, 2021
April 215, 2021 Page 2
Page
FirstName LastName
3. Refer to the second and penultimate bullet points in your response
letter. It is unclear if
your response is suggesting that there will be two shareholder
meetings one currently
expected to be held on May 6, 2021 to seek shareholders approval to
extend the permitted
timeline and a second meeting held following the declaration of
effectiveness of the Form
S-4 to seek shareholders approval of BCAC s domestication into
Nevada and the
proposed business combination with VWE. Please advise.
4. Refer to the second and penultimate bullet points in your response
letter. If the BCAC
shareholder meeting will not be held until after the registration
statement on Form S-4 has
been declared effective but the redemption period will run for not
less than 21 days after
the final non-offering prospectus is made publicly available, please
advise whether the
consummation of the business combination will be postponed until both
redemption
periods have expired. For example, assuming shareholder approval of
all three proposals,
including the extension of the permitted timeline to pursue an
acquisition, please confirm
that (1) the first redemption period would not commence until after
the May 8 shareholder
meeting to approve the extension of the permitted timeline to pursue
an acquisition, (2)
the domestication and the business combination would not occur until
after the 21 day
redemption period of the second redemption period has expired, which
would be a date
multiple weeks after the current BCAC acquisition deadline of May 15,
2021. Please
explain and clarify the expected timeline in order to support your
premise that the BCAC
shareholders will have access to all material information regarding
all three proposals
prior to the time such shareholders are afforded an opportunity to
redeem their shares.
The last sentence of the penultimate bullet point in your response
letter creates ambiguity
by making no reference to the approval of the extension.
5. Refer to Appendix F (the "Prospectus") of the Management Proxy
Circular filed as
Exhibit 99.2 to the Form 6-K filed earlier today. Given the similarity
of the prospectus to
the prospectus filed as part of the registration statement on Form S-4
filed on March 15,
2021, please advise how the dissemination of Appendix F to
shareholders of BCAC is
consistent with the registrant's obligations under section 5(b) of the
Securities Act.
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.
Maja Spalevic
Bespoke Capital Acquisition Corp.
April 15, 2021
Page 3
FirstName LastNameMaja Spalevic Sincerely,
Comapany NameBespoke Capital Acquisition Corp.
Division of Corporation
Finance
April 15, 2021 Page 3 Office of Manufacturing
FirstName LastName