ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

MARKET, RANKING AND OTHER INDUSTRY DATA

PRESENTATION OF FINANCIAL INFORMATION

NON-GAAP FINANCIAL MEASURES

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

FORWARD-LOOKING STATEMENTS

SELECTED DEFINED TERMS

QUESTIONS AND ANSWERS

SUMMARY

SELECTED HISTORICAL FINANCIAL DATA OF BCAC

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF VWE

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

MARKET PRICE AND DIVIDEND INFORMATION

RISK FACTORS

Risks Related to VWE’s Business

Risks Related to Human Capital Management by VWE

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

Risks Related to VWE’s Financial Condition

Risks Related to the Transactions

Risks Related to the New VWE Holdco Common Stock

General Risk Factors

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

VWE’S SOLICITATION OF WRITTEN CONSENTS

VWE Shareholder Action by Written Consent

Shares Entitled to Consent and Consent Required

Submission of Consents

Execution of Consents; Revocation of Consents

Solicitation of Consents; Expense

Recommendation of the VWE Board of Directors

INFORMATION ABOUT BCAC

General

Initial Public Offering

Minimum Fair Market Value of Qualifying Acquisition

Liquidation if No Qualifying Acquisition

Facilities

Employees

Periodic Reporting and Financial Information

Legal Proceedings

MANAGEMENT OF BCAC

Executive Officers and Directors

Audit Committee

Management Compensation

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

Nature of Activities

Initial Public Offering

The Transaction and the Transaction Agreement

Results of Operations

Liquidity, Capital Resources and Financial Position

Contractual Obligations

Controls and Procedures

Significant Accounting Policies and Critical Accounting Estimates

Emerging Growth Company Election

BENEFICIAL OWNERSHIP OF BCAC

DESCRIPTION OF VWE’S INDUSTRY

General

Global Wine Industry Dynamics

Global Per Capita Wine Consumption

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

U.S. Winery Volume and Retail Value

Legal Age Drinking Population

Millennial Preferences Shifting Support Long-Term Growth Thesis

Premiumization of Wine Industry; Increasing Price Per Serving

DESCRIPTION OF VWE’S BUSINESS

Overview

VWE’s Core Business Segments

VWE’s Diversified Portfolio

VWE’s Strengths

VWE’s Growth Strategy

Vineyards and Production Facilities

VWE’s Commitment to Environmental, Social and Governance Leadership

Focus on Sustainable Growing Practices, Culture and Environmental Initiatives

Leadership

Dependence on Major Customers

Trademarks and Intellectual Property

Regulatory Environment

Competition

Seasonality

Legal Proceedings

VWE MANAGEMENT

Executive Officers and Directors

Executive Officers

Non-Employee Directors

VWE EXECUTIVE COMPENSATION

Employment Agreements and Arrangements with the NEOs and Chief Financial Officer

Fiscal Year 2020 Bonus Compensation

Fiscal Year 2020 Equity-Based Compensation

2021 Omnibus Incentive Plan

Retirement Plans

Severance and Change in Control Compensation

VWE DIRECTOR COMPENSATION

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

Overview

Recent Developments

Key Measures VWE Uses to Assess the Performance of its Business

Trends and Other Factors Affecting VWE’s Business

Results of Operations

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

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

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

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

Segment Results

Liquidity and Capital Resources

Critical Accounting Policies and Estimates

Emerging Growth Company Election

Quantitative and Qualitative Disclosures About Market Risk

BENEFICIAL OWNERSHIP OF VWE

NEW VWE HOLDCO MANAGEMENT AND GOVERNANCE AFTER THE TRANSACTIONS

Executive Officers and Directors After the Transactions

Controlled Company Exemption

Corporate Governance

Election of Officers

Board Composition and Term

Independence of Non-Employee Directors

Board Committees

Role of the Board and Committees in Risk Oversight

Compensation Committee Interlocks and Insider Participation

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

Compensation of Directors and Officers

Limitation on Liability and Indemnification of Directors and Officers

BENEFICIAL OWNERSHIP OF NEW VWE HOLDCO

THE DOMESTICATION

General

Reasons for the Domestication

Effects of the Domestication

Management and Board of Directors

Equity Conversion

Comparison of Shareholders’ Rights

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

Dissenters’ Appraisal Rights with Respect to the Domestication

THE MERGER

Structure of the Merger

Merger Consideration

Repurchase of Certain VWE Shares

Exchange Procedures

Background of the Merger

Certain VWE Projected Financial Information

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

BCAC’s Reasons for the Merger

Interests of VWE Directors and Executive Officers in the Merger

Total Shares of Common Stock Outstanding Upon Consummation of the Transactions

REGULATORY APPROVALS REQUIRED FOR THE MERGER

ANTICIPATED ACCOUNTING TREATMENT

PUBLIC TRADING MARKETS

THE TRANSACTION AGREEMENT

Effects of the Transactions

The Domestication

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

Repurchase of Certain VWE Shares

Merger Consideration

Closing and Effective Time of the Merger

Treatment of VWE Equity Awards

Covenants and Agreements

Representations and Warranties

Conditions to the Merger

Termination

Effect of Termination

Amendments

Specific Performance

Stock Market Listing

Fees and Expenses

OTHER AGREEMENTS

Founder Support Agreement

Company Support Agreement

Investor Rights Agreement

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

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

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

Tax Consequences for U.S. Holders of Warrants

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

Material U.S. Federal Income Tax Consequences of the Exercise of Redemption Rights in Connection with the Extension to U.S. Holders

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

Material U.S. Federal Income Tax Consequences of the Exercise of Redemption Rights in Connection with the Merger to U.S. Holders

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

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Currency Conversion

Taxation of Holders Resident in Canada

Taxation of Holders Not Resident in Canada

COMPARISON OF SHAREHOLDERS’ RIGHTS

DESCRIPTION OF NEW VWE HOLDCO SECURITIES

Authorized Capital Stock

New VWE Holdco Common Stock

Preferred Stock

New VWE Holdco Warrants

Annual Shareholder Meetings

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

Choice of Forum Provisions

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

New VWE Holdco

VWE

BCAC

SHARES ELIGIBLE FOR FUTURE SALE

Lock-up Agreements

Resale of New VWE Holdco Common Stock Issuable in the Merger

Rule 701

Registration Rights

EXPERTS

LEGAL MATTERS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

BESPOKE CAPITAL ACQUISITION CORP. FINANCIAL STATEMENTS

VINTAGE WINE ESTATES, INC. FINANCIAL STATEMENTS

THE TRANSACTION AGREEMENT

FORM OF ARTICLES OF INCORPORATION OF VINTAGE WINE ESTATES, INC.

FORM OF BYLAWS OF VINTAGE WINE ESTATES, INC.

VWE SHAREHOLDER APPRAISAL RIGHTS

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

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

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

growth plans, projected costs, strategies and opportunities;

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

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

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

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

consumer preferences and buying habits;

VWE’s relationships with its distributors;

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

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

any delay in the consummation of the transactions;

the effect of economic conditions on the industries and markets in which VWE operates, including financial market conditions, fluctuations in prices, interest rates and market demand;

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

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

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

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

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

declines or unanticipated changes in consumer demand for VWE’s products;

the impact of environmental catastrophe, natural disasters, disease, pests, weather conditions and inadequate water supply on VWE’s business;

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

VWE’s significant reliance on its distribution channels;

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

decreases in VWE’s wine quality ratings;

potential departures from VWE’s senior management team;

integration risks associated with VWE’s acquisitions;

changes in applicable laws and regulations and the significant expense to VWE of operating in a highly regulated industry;

VWE’s ability to make payments on its indebtedness, maintain compliance with covenants and other restrictions in its credit facility, and adverse market reaction to any increased indebtedness VWE may incur in the future; and

interest rate changes.

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

“Accruing Dividends” means, with respect to each share of VWE’s Series B capital stock, dividends at the rate per annum per share equal to five percent (5%) of the Series B Original Issue Price thereof that accrue on such share from and after the date of the issuance of such share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to VWE’s Series B capital stock);

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

“Base Merger Consideration Amount” means $306,868,912 minus the Series B Preference Amount minus the Remaining Cash Amount minus the MIP Payment Amount;

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

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

“BCAC special meeting” means the special meeting of shareholders of BCAC, to be held on May 6, 2021 (subject to adjournment) for the purpose of approving the domestication, the merger and the other transactions, and the Extension, as described in the BCAC Canadian circular;

“BCBCA” means the Business Corporations Act (British Columbia);

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

“CAGR” means compound annual growth rate;

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020, Pub. L. 116-136;

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

“Class A restricted voting shares” means the Class A restricted voting shares of BCAC;

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

“Class B shares” means the Class B shares of BCAC;

“Closing Merger Consideration” means the Merger Consideration less the Adjustment Escrow Deposit;

“Code” means the Internal Revenue Code of 1986;

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

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

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

“effective time” means the time at which the merger becomes effective;

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

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

“Estimated Merger Consideration Amount” means, as determined five business days prior to the anticipated closing date of the transactions, (a) the Base Merger Consideration Amount minus (b) the amount, if any, by which the estimated total net debt exceeds the Target Total Net Debt plus (c) the amount, if any, by which the Target Total Net Debt exceeds the estimated total net debt, plus (d) the amount, if any, by which the estimated closing net working capital exceeds the Target Net Working Capital, minus (e) the amount, if any, by which the Target Net Working Capital exceeds the estimated closing net working capital;

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

“Exchange Act” means the United States Securities Exchange Act of 1934;

“exchange agent” means PNC Bank, N.A.;

“excluded shares” means shares of VWE capital stock held by VWE or held in VWE’s treasury, which include any repurchased shares;

“Extension” means, conditional upon the transactions not being completed on or prior to May 15, 2021, the extension of the Permitted Timeline for BCAC to complete the transactions by no later than July 30, 2021;

“Extension Redemption Amount” means an amount per Class A restricted voting share, payable in cash, equal to the pro-rata portion of: (a) the escrowed funds available in the escrow account at the time immediately prior to the Extension Redemption Deadline, including interest and other amounts earned thereon; less (b) an amount equal to the total of (i) any applicable taxes payable by BCAC on such interest and other amounts earned in the escrow account, (ii) any taxes of BCAC (including under Part VI.1 of the Tax Act) arising in connection with the redemption of Class A restricted voting shares; and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by BCAC, subject to the limitations described in the IPO Prospectus.

“Extension Redemption Deadline” means the deadline for the holders of Class A restricted voting shares to deposit their Class A restricted voting shares for redemption in connection with the Extension being 4:00 p.m. (EDT) on the third business day preceding the date of the BCAC special meeting, which is May 3, 2021.

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

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

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

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

“IPO Closing Date” means August 15, 2019, the closing date of BCAC’s IPO;

“IPO Prospectus” means BCAC’s final long form prospectus dated August 8, 2019;

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

“IPO Underwriting Agreement” means the underwriting agreement dated August 8, 2019, among BCAC, BCAC’s Sponsor and the IPO Underwriters;

“Major Investors” means the Sponsor, the Roney Investors, the Rudd Investors and the Sebastiani Investors;

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

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

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

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

“Nasdaq” means The Nasdaq Stock Market LLC;

“NRS” means the Nevada Revised Statutes;

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

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

“OSC” means the Ontario Securities Commission;

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

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

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

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

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

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

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

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

“Remaining Cash Amount” means $32,000,000 less the amount of the Series B Preference Amount;

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

“Roney Investors” means the Roney Trust and Sean Roney;

“Roney Trust” means the Patrick A. Roney and Laura G. Roney Trust;

“Rudd Investors” means the Rudd Trust and the SLR Trust;

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

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

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the United States Securities Act of 1933;

“Series B Bullet Payment” means the dividend payment to holders of VWE’s Series B capital stock (in an amount at least equal to the sum of the amount of the aggregate Accruing Dividends then accrued but not previously paid), which is required by VWE’s Amended and Restated Articles of Incorporation to be paid concurrently with or before VWE may declare, pay or set aside any dividends on shares of VWE’s Series A capital stock;

“Series B Original Issue Price” means $20.14 per share of VWE’s Series B capital stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to VWE’s Series B capital stock;

“Series B Preference Amount” means the Series B Bullet Payment, inclusive of the concept of the Target Return;

“shareholders’ agreement” means the shareholders’ agreement, dated April 4, 2018, among VWE and its shareholders;

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

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

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

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

“Target Net Working Capital” means $215,878,904;

“Target Return” means an internal rate of return on the Series B Original Issue Price, compounded annually, from the date of the issuance of such shares until the date of a deemed liquidation event, equal to fourteen percent (14%) per annum;

“Target Total Net Debt” means $303,675,088;

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

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

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

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

“TSX” means the Toronto Stock Exchange;

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

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

“VWE dissenting shares” means shares of VWE capital stock that satisfy each of the requirements to qualify as dissenting shares in respect of the VWE Merger Proposal under the CGCL;

“VWE Investors” means the Roney Investors, the Rudd Investors and the Sebastiani Investors;

“Warrant Agent” means TSX Trust Company, in its capacity as warrant agent under the Warrant Agreement, and its successors and permitted assigns;

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

“Wasatch” refers to any or all of Casing & Co. f/b/o Wasatch Microcap Fund, Cronus & Co. f/b/o Wasatch Ultra Growth Fund and Clear Moon & Co. f/b/o Wasatch Small Cap Growth Fund, as the context may require; as disclosed elsewhere herein, the first such fund owns VWE stock and is a party to the investor rights agreement for registration rights purposes, and the last two such funds subscribed to purchase shares of New VWE Holdco common stock on April 22, 2021; and

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

WHAT ARE THE TRANSACTIONS?

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

WHY AM I RECEIVING THIS DOCUMENT?

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

WHAT WILL VWE SHAREHOLDERS RECEIVE IN THE MERGER?

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

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

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

The table shows a low, mid and high estimate, based on a range of reasonable enterprise values for VWE. The estimates represent a range of amounts by which (a) Closing Net Working Capital may exceed (or be exceeded by) Target Total Net Debt and (b) closing working capital may exceed (or be exceeded by) Target Net Working Capital. Pursuant to the Transaction Agreement, no fractional shares of New VWE Holdco common stock will be issuable. Instead, all share amounts will be rounded down to the nearest whole share of New VWE Holdco common stock.

Base Merger Consideration is the number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share. Base Merger Consideration and Base Merger Consideration Amount are highest for the “low” estimate and lowest for the “high” estimate because the MIP Payment Amount decreases as Per Share Merger Consideration decreases. However, as illustrated above, Estimated Merger Consideration, Merger Consideration and Per Share Merger Consideration are lowest for the “low” estimate and highest for the “high” estimate, as would normally be expected.

The components and calculation of Merger Consideration are as follows: Base Merger Consideration is (a) increased at a rate of one share of New VWE Holdco common stock for each $10 increment that Estimated Merger Consideration Amount exceeds Base Merger Consideration Amount and (b) decreased at a rate of one shares of New VWE Holdco common stock for each $10 increment that the Estimated Merger Consideration Amount is exceeded by Base Merger Consideration Amount. Amounts for items appearing in this table may vary from amounts for the same items appearing elsewhere in this consent solicitation statement/prospectus due to rounding.

Such number of shares varies depending on the number of shares of VWE capital stock repurchased from TGAM, which depends on the amount of the Series B Preference Amount and the Per Share Merger Consideration. The estimates appearing here are based on the following Series B Preference Amounts (from low to high): $6,530,000, $3,400,000 and $510,000.

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

Based on the BCAC common stock April 16, 2021 closing price of $10.12 per share.

Based on the BCAC common stock April 16, 2021 closing price of $10.12 per share.

This amount cannot be known until after the Closing, when the Adjustment Escrow Deposit is released. The amounts appearing here are based on an assumption that half of the escrow (500,000 shares of New VWE Holdco common stock) will be released.

Per Share Earnout Shares excludes Wasatch, which waived the right to Earnout Shares prior to signing. These numbers are based on the assumption that 100% of the total Earnout Shares will be payable. If only 50% of the Earnout Shares are payable, the Per Share Earnout Shares will be as follows (from low to high): 0.337, 0.338 and 0.339.

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

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

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

Upon the effectiveness of the domestication:

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

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

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

WHEN WILL THE MERGER BE COMPLETED?

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

WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

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

WHY IS BCAC PROPOSING THE MERGER?

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

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

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

DO BCAC SHAREHOLDERS HAVE REDEMPTION RIGHTS?

It is important to note that holders of Class A restricted voting shares will have two opportunities to redeem all or a portion of their Class A restricted voting shares, first in connection with the vote on the extension and a second redemption right will be provided following the effective date of this registration statement and prior to the closing of the transactions. The procedures for redemption are described in detail in the BCAC Canadian circular and the BCAC Canadian prospectus and summarized below and a notice regarding the Second Redemption Right will be provided to shareholders following the effective date of this registration statement.

DO BCAC SHAREHOLDERS HAVE DISSENTERS’ RIGHTS?

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

WHAT ARE THE INTERESTS OF THE SPONSOR AND BCAC OFFICERS AND DIRECTORS?

At the closing of the transactions, it is anticipated that the Sponsor will hold 6,000,000 shares of New VWE Holdco common stock and 8,000,000 New VWE Holdco warrants. The Sponsor is controlled by its general partner, Bespoke. Following the closing of the qualifying acquisition, such shares and warrants held by the Sponsor will be subject to an 18-month lock-up period. The sale of any such shares and warrants held by the Sponsor after the lock-up period will occur at the sole discretion of Bespoke. The Sponsor also has certain limited partners that are not officers, directors or affiliates of the Sponsor or BCAC.

The valuations shown above are based on the 30-day volume weighted average price of Class A restricted voting shares and BCAC warrants as of the close on trading on April 23, 2021 on Nasdaq and the TSX, respectively, of $10.08 and $1.17. No discount has been applied to the valuation for the lack of liquidity or lack of control of the investment for the officers and directors of BCAC.

WHAT HAS WASATCH INVESTED IN THE COMBINED COMPANY?

On April 22, 2021, BCAC and Wasatch entered into subscription agreements for the sale and purchase of 10.0 million shares of New VWE Holdco common stock at $10.00 per share at the closing of the transactions, representing an investment by Wasatch of $100 million. The subscription agreements include customary representations and warranties and conditions to closing.

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

The net proceeds of BCAC’s IPO, together with funds raised from certain private sales of Class B shares and warrants to BCAC’s founder prior to the consummation of BCAC’s IPO, were placed in the escrow account immediately following BCAC’s IPO. In connection with the transactions, the funds in the escrow account will be used to pay holders of BCAC Class A restricted voting shares who exercise redemption rights (if any), to pay the Remaining Cash Amount, to fund the cash consideration payable to holders of VWE stock options cancelled in connection with the merger, to pay fees and expenses incurred in connection with the transactions (including aggregate fees of approximately $13,500,000 as deferred underwriting commissions related to BCAC’s IPO, inclusive of the discretionary deferred portion of the underwriting commission), and to repay certain indebtedness of VWE. Any remaining funds in the escrow account, plus the cash raised from the issuance of 10.0 million shares of New VWE Holdco common stock at the closing of the transactions less transaction fees, will be used for New VWE Holdco’s working capital and general corporate purposes.

Assumes no redemption of Class A restricted voting shares. Notwithstanding the foregoing, VWE has determined that it has sufficient resources and cash generation to operate its business for a period of at least, but not limited to, 12 months from the date hereof including in case of maximum redemptions of Class A restricted voting shares.

See Note 5 to VWE’s unaudited December 31, 2020 interim condensed consolidated financial statements included elsewhere in this consent solicitation/prospectus for a description of this facility.

The amount of funds available for general corporate purposes, including acquisitions, on closing of the transactions will be dependent on the amount of cash that BCAC will need to satisfy redemption requests for Class A restricted voting shares or any exercise of dissent rights and may be significantly less than the amount set out herein. Since its organization, VWE has grown organically through brand creation and acquisitions and management expects New VWE Holdco to continue with such strategy following closing of the transactions; however, management has not specifically allocated general corporate purposes proceeds as at the date of this consent solicitation statement/prospectus. Such decisions will depend on funds available following closing of the transactions and market and competitive factors and opportunities. No assurance can be given that any acquisition will be completed in the near future or at all.

WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR VWE?

The record date for determining VWE shareholders entitled to sign and deliver written consents with respect to this consent solicitation is the date of this consent solicitation statement/prospectus. Holders of outstanding shares of VWE capital stock as of the close of business on the record date will be entitled to give a consent using the form of written consent furnished with this consent solicitation statement/prospectus.

WHAT CONSENT IS REQUIRED TO APPROVE THE VWE MERGER PROPOSAL?

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

WHAT DO VWE SHAREHOLDERS NEED TO DO NOW?

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

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

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

HOW CAN I RETURN MY VWE WRITTEN CONSENT?

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

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

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

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

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

SHOULD I SEND MY STOCK CERTIFICATES IN NOW?

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

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

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

ARE VWE’S SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

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

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

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

WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

The 21st day after the date of this consent solicitation statement/prospectus is the targeted final date for receipt of written consents. VWE reserves the right to extend the final date for receipt of written consents beyond such date in the event that consents approving the merger and adopting and approving the transaction agreement and the transactions contemplated thereby have not been obtained by that date from holders of a sufficient number of shares of VWE capital stock to satisfy the conditions to the merger. Any such extension may be made without notice to shareholders.

CAN I CHANGE OR REVOKE MY WRITTEN CONSENT?

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

ARE BCAC SHAREHOLDERS BEING ASKED TO VOTE ON THE TRANSACTIONS?

BCAC shareholders are being asked to consider and vote on proposals to approve the BCAC Resolutions at the BCAC special meeting, subject to adjournment. Notice of the BCAC special meeting and accompanying BCAC Canadian circular and BCAC Canadian prospectus has been delivered to BCAC shareholders. Immediately after the vote on the BCAC Extension Resolution, the BCAC special meeting will be adjourned to the BCAC Adjourned Meeting Date with respect to the BCAC Transaction Resolution and the BCAC Domestication Resolution. After the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective by the SEC, BCAC will promptly disseminate to BCAC shareholders a new BLUE proxy card with respect to the BCAC Transaction Resolution and the BCAC Domestication Resolution. Accordingly, once disseminated by BCAC, BCAC shareholders voting by proxy will be required to vote the new BLUE proxy card in respect of the BCAC Transaction Resolution and the BCAC Domestication Resolution to have their votes counted on those matters on the BCAC Adjourned Meeting Date.

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

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

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

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