Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2021, Vintage Wine Estates, Inc. (the "Company") (formerly Bespoke Capital Acquisition Corp. ("BCAC")) and TSX Trust Company (the "Warrant Agent") entered into a First Supplemental Warrant Agency Agreement (the "Supplemental Warrant Agreement") to the Warrant Agency Agreement, dated as of August 15, 2019 (the "Warrant Agreement"), between BCAC and the Warrant Agent. The Warrant Agreement governs the outstanding warrants that were originally issued by BCAC and which, upon the previously completed domestication of BCAC from the Province of British Columbia to the State of Nevada, continued and remained outstanding on a one-for-one basis as warrants of the Company (the "Warrants"). The Warrants and the shares of common stock issuable upon exercise thereof are registered on the Company's Registration Statement on Form S-4 (Registration No. 333-254260).

The Supplemental Warrant Agreement amends the Warrant Agreement to, among other things, (i) eliminate certain restrictive provisions made unnecessary due to the registration of the Warrants, (ii) replace all references to "Bespoke Capital Acquisition Corp." with "Vintage Wine Estates, Inc." and otherwise reflect the completion of the business combination between BCAC and Vintage Wine Estates, Inc., a California corporation and (iii) make corresponding modifications to the Form of Warrant Certificate in connection with such amendments.

The foregoing description of the Supplemental Warrant Agreement and the Form of Warrant Certificate does not purport to be complete and is qualified in its entirety by the full text of the Supplemental Warrant Agreement and the Form of Warrant Certificate, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit Number                                  Description

4.1                      First Supplemental Warrant Agency Agreement, dated as of
                       July 26, 2021, by and between Vintage Wine Estates, Inc. and
                       TSX Trust Company.

4.2                      Form of Warrant Certificate (included as Schedule "A" to
                       Exhibit 4.1 hereto).

104                    Cover Page Interactive Data File (embedded within the Inline
                       XBRL document)

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