United States securities and exchange commission logo
April 26, 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.
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 20,
2021
Response dated
April 16, 2021
Response dated
April 19, 2021
File No. 333-254260
Dear Ms. Spalevic:
We have reviewed your amended registration statement and
response letters dated April
16 and 19, 2021 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
13 and 15,
2021 letters.
Amendment No. 1 to Form S-4 filed April 20, 2021
General
1. We note your response
included in your letter dated April 16, 2021, responding to
comment 1 of our letter
dated April 15, 2021. We are unable to agree with your
conclusion that the
redemption opportunities referenced in your April 14 and April 16
letters are not tender
offers subject to Exchange Act Rule 13e-4 and Regulation 14E. The
Maja Spalevic
FirstName LastNameMaja Spalevic
Bespoke Capital Acquisition Corp.
Comapany
April NameBespoke Capital Acquisition Corp.
26, 2021
April 226, 2021 Page 2
Page
FirstName LastName
registrant bears the risk with respect to any liabilities arising from
failure to comply with
these rules.
Letter to Our Shareholders, page i
2. Disclosure in the letter to shareholders indicates that "BCAC has
agreed that it will allow
any holder of Class A restricted voting shares to revoke their
redemption until 4:00 p.m.
(EDT) on May 3, 2021." Please advise whether, when and how the changes
included in
the prospectus filed with Amendment No. 1 to the Form S-4 in response
to all staff
comments have been disseminated to all holders of Class A restricted
voting shares who
are entitled to redeem their shares. If such changes have been so
disseminated, please also
advise us whether any shareholder has requested to redeem such shares
prior to receipt of
such new information.
Do BCAC Shareholders Have Redemption Rights?, page 15
3. Disclosure in the answer to this question indicates that "the Second
Redemption Amount
will be paid by New VWE Holdco following the domestication..." With a
view towards
disclosure, please advise us of the outside date by which BCAC
Shareholders can expect
to receive payment relative to the date on which the Form S-4 is
declared effective.
Assume for purposes of this response at least two scenarios: the S-4
is declared effective
before and after the May 6 special meeting date.
Q. What are the Interests of the Sponsor and BCAC Officers and Directors, page
16
4. Please quantify the value of the interests held by the Sponsor in the
transactions as of the
most practicable date here and where similar disclosure appears on
page 36.
Provide disclosure 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.
Material U.S. Federal Income Tax Considerations, page 258
5. Please revise this section to clearly state that the disclosure in the
tax consequences
section is the opinion of Jones Day as the named counsel and clearly
articulate the opinion
of counsel. For guidance, see Section III.B of Staff Legal Bulletin
No. 19. In addition, we
note the statement that the domestication should qualify as an F
Reorganization. Please
explain why you cannot give a "will" opinion and describe the degree
of uncertainty. If
counsel intends to provide a "should" opinion, please explain the
facts or circumstances
resulting in this uncertainty, the degree of uncertainty, and add
appropriate risk factor
disclosure addressing the risk to investors regarding uncertain tax
treatment. For guidance,
see Section III.C.4 of Staff Legal Bulletin No. 19. Finally, please
revise to remove
inferences that investors may not rely on such disclosure such as the
statement on page
259 that the disclosure is for informational purposes only.
You may contact Kevin Stertzel at (202) 551-3723 or John Cash at (202)
551-3768 if you
Maja Spalevic
Bespoke Capital Acquisition Corp.
April 26, 2021
Page 3
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.
Sincerely,
FirstName LastNameMaja Spalevic
Division of
Corporation Finance
Comapany NameBespoke Capital Acquisition Corp.
Office of
Manufacturing
April 26, 2021 Page 3
cc: Joel T. May
FirstName LastName