Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268062

 

PROSPECTUS

 

VINTAGE WINE ESTATES, INC.

Up to 37,405,239 Shares of Common Stock

 

 

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (each a “Selling Stockholder” and collectively, the “Selling Stockholders”) of up to 37,405,239 shares of common stock, consisting of (i) 31,837,181 shares issued in connection with the transactions (as defined herein) that are currently issued and outstanding and (ii) up to 5,568,058 earnout shares (as defined herein) issuable if certain common stock closing price thresholds are met, as further described below under “Prospectus Summary—The Transactions.”

The Selling Stockholders may offer, sell, distribute or otherwise dispose of all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any such sales of the shares of our common stock. We will bear all costs, expenses and fees in connection with the registration of our common stock. The Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective sales of our common stock.

Our registration of the securities covered by this prospectus does not necessarily mean that the Selling Stockholders will offer or sell any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the shares in the section entitled “Plan of Distribution.”

Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “VWE.” On November 3, 2022, the last reported sales price of our common stock on Nasdaq was $2.53 per share.

 

 

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

 

 

Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is November 4, 2022

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS			ii
SELECTED DEFINED TERMS			iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
PROSPECTUS SUMMARY			1
THE OFFERING			4
RISK FACTORS			5
USE OF PROCEEDS			6
SELLING STOCKHOLDERS			7
PLAN OF DISTRIBUTION			10
EXPERTS			12
LEGAL MATTERS			12
WHERE YOU CAN FIND MORE INFORMATION			12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			12

 

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings. The Selling Stockholders may use the shelf registration statement to sell up to an aggregate of up to 37,405,239 shares of common stock from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Stockholders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the shares of common stock being offered and the terms of the offering.

We will not receive any proceeds from the sale by the Selling Stockholders of the securities offered by them described in this prospectus. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, including the information incorporated by reference herein, any applicable prospectus supplement or any related free writing prospectus. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

We and the Selling Stockholders have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectus we have prepared. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

 

ii

SELECTED DEFINED TERMS

As used in this prospectus, unless otherwise noted or the context otherwise requires:

 

•

“BCAC” means Bespoke Capital Acquisition Corp., a British Columbia corporation and predecessor to VWE;

 

•

“common stock” means the common stock, no par value per share, of Vintage Wine Estates, Inc., a Nevada corporation;

 

•

“domestication” means the 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 period” means the period from June 7, 2021 (the “Closing Date”) until June 7, 2023;

 

•

“earnout shares” means the up to 5,726,864 shares of common stock (as may be adjusted pursuant to the transaction agreement) that are issuable to former Legacy VWE shareholders if certain common stock closing price thresholds are met during the earnout period, in accordance with the terms and conditions of the transaction agreement;

 

•

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

 

•

“investor rights agreement” means the investor rights agreement, dated June 7, 2021, among VWE, Sponsor, Patrick A. Roney in his capacity as the Roney Representative, the parties listed as VWE Investors on the signature pages thereto and the party listed as the Fund Investor on the signature page thereto, as amended;

 

•

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

 

•

“merger” means the merger of VWE Acquisition Sub Inc. (“merger sub”) with and into Legacy VWE on or prior to the Closing Date;

 

•

“Nasdaq” means The Nasdaq Stock Market LLC;

 

•

“NRS” means the Nevada Revised Statutes;

 

•

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

 

•

“Securities Act” means the Securities Act of 1933;

 

•

“Sponsor” means Bespoke Sponsor Capital LP;

 

•

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

 

•

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

 

•

“VWE” means Vintage Wine Estates, Inc., a Nevada corporation (f/k/a Bespoke Capital Acquisition Corp.), and its consolidated subsidiaries; and

 

•

“Wasatch” means Wasatch Advisors, Inc., together with its affiliated funds.

 

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein that are not statements of historical fact are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements depend upon events, risks and uncertainties that may be outside of our control. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those expressed or implied by forward-looking statements.

Forward-looking statements are not assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed or implied by forward-looking statements include those discussed under the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and in our subsequent Quarterly Reports on Form 10-Q or other reports filed with the SEC from time to time.

Any forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which such statement is made. We undertake no obligation to publicly revise or update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

iv

 

1

 

2

 

3

 

4

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before you make a decision to buy our securities, you should carefully consider the risk factors incorporated by reference in this prospectus and discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” If any of these risks actually occur, it may harm our business, financial condition, liquidity and results of operations. As a result, the trading price of our common stock could decline, and you could lose all or part of your investment.

Additionally, the risks factors incorporated by reference in this prospectus and any prospectus supplement are not the only risks that we face. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may adversely affect our business.

 

5

USE OF PROCEEDS

All of the shares of our common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.

 

6

SELLING STOCKHOLDERS

This prospectus relates to the resale by the Selling Stockholders from time to time of up to 37,405,239 shares of common stock, consisting of (i) 31,837,181 shares issued in connection with the transactions that are currently issued and outstanding and (ii) up to 5,568,058 earnout shares that are issuable to certain of the Selling Stockholders if certain common stock closing price thresholds are met during the earnout period pursuant to the transaction agreement.

The Selling Stockholders may from time to time offer and sell any or all of the common stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling Stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later may come to hold any of the Selling Stockholders’ interest in our common stock other than through a public sale.

The following table sets forth, as of October 15, 2022, the names of the Selling Stockholders, the aggregate number of shares of common stock owned by them prior to this offering and the aggregate number of shares of common stock that the Selling Stockholders may offer pursuant to this prospectus, which includes their portion of earnout shares issuable if certain common stock closing price thresholds are met, as applicable.

The table below and the accompanying footnotes are based primarily on information provided to us by the Selling Stockholders indicating our common stock they wished to be covered by this registration statement and eligible for sale under this prospectus. A Selling Stockholder may have sold or transferred some or all of the common stock indicated below with respect to such Selling Stockholder and may in the future sell or transfer some or all of the common stock indicated below in transactions exempt from the registration requirements of the Securities Act rather than under this prospectus. We cannot advise you as to whether the Selling Stockholder will in fact sell any or all of such common stock. For purposes of the following table, we have assumed that the Selling Stockholders will have sold all of the shares of common stock covered by this prospectus upon the completion of the offering. We have based percentage ownership on 61,691,054 shares of common stock outstanding as of October 15, 2022, except under “Number of Shares Owned After Sale of All Shares of Common Stock Offered by this Prospectus” which also gives effect to the issuance of the earnout shares.

 

7

Information for each additional Selling Stockholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Stockholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Stockholder and the number of shares registered on its behalf. A Selling Stockholder may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”

 

		Shares of Common Stock Owned Prior to this Offering(1)								Maximum Number of Shares of Common Stock That May Be Sold Pursuant to this Prospectus				Number of Shares Owned After Sale of All Shares of Common Stock Offered by this Prospectus(2)
		Number				%				Number				Number				%
A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde			34,699				*				42,946				—				—
A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson			9,114				*				11,280				—				—
A & L Kunde Trust #1			219,072				*				271,141				—				—
A & L Kunde Trust #3			230,569				*				285,371				—				—
Bespoke Sponsor Capital LP(3)			6,000,000				9.7	%			6,000,000				—				—
Carole Anne Stewart			771,828				1.3	%			955,274				—				—
Charles Sweeney			601,167								758,791				—				—
Jeff & Roberta Kunde Living Trust Dated 6-16-95			131,028				*				162,171				—				—
Jim & Marcia Mickelson Living Trust Dated 4-11-01			138,071				*				170,888				—				—
Linda Butler			139,525				*				172,688				—				—
Marco DiGiulio			244,841				*				303,034				—				—
Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended			7,600,117				12.3	%			9,406,493				—				—
Michell Ruggirello			5,285				*				6,541				—				—
Nell Sweeney			663,187				1.1	%			820,811				—				—
Patrick A. Roney and Laura G. Roney Trust(4)			6,516,072				10.6	%			8,064,795				—				—
Ron Coleman			372,387				*				460,895				—				—
Sean Roney(5)			423,729				*				524,439				—				—
SLR Non-Exempt Trust UAD 4/21/2018(6)			2,199,863				3.6	%			2,722,721				—				—
Sonoma Brands II, L.P.(7)			684,881				1.1	%			847,661				—				—
Sonoma Brands II Select, L.P. (7)			39,350				*				48,703				—				—
Sonoma Brands VWE Co-Invest, L.P. (7)			410,715				*				508,332				—				—
TGAM Agribusiness Fund Holdings LP(8)			1,650,000				2.7	%			2,042,168				—				—
Wasatch Microcap Fund(9)			2,472,251				4.0	%			2,472,251				—				—
Vicki Daigneault			6,185				*				7,655				—				—
Voting Trust FBO Jeff Kunde U/T Kunde Living Trust			133,100				*				164,735				—				—
Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust			140,145				*				173,455				—				—

 

*	Less than one percent.

(1)	Does not reflect the ownership of any earnout shares, which shares are issuable to certain of the Selling Stockholders if issuable if certain common stock closing price thresholds are met during the earnout period pursuant to the transaction agreement.

(2)	Gives effect to the issuance of 5,726,864 earnout shares.

 

8

(3)

Bespoke Sponsor Capital LP (the “Sponsor”) was the sponsor of BCAC prior to the transactions. Bespoke Capital Partners, LLC (“Bespoke”) is the general partner of the Sponsor. Mark W.B. Harms and Robert L. Berner III are the joint managing partners of Bespoke and also serve on the Company’s board of directors (the “VWE Board”). Pursuant to the investor rights agreement, the Sponsor has the right to designate four nominees for election to the VWE Board (the “Sponsor Nominees”) and has a proxy over the shares held by the Specified Investors (as defined in the investor rights agreement) to vote such shares in favor of the election of the Sponsor Nominees.

(4)

Patrick Roney and his wife, Laura Roney, are co-trustees of the Patrick A. Roney and Laura G. Roney Trust. Mr. Roney is the Chief Executive Officer of the Company and also serves on the VWE Board. Pursuant to the investor rights agreement, Mr. Roney, as the Roney Representative (as defined in the investor rights agreement), has the right to designate five nominees for election to the VWE Board (the “Roney Nominees”) and has a proxy over the shares held by the Specified Investors to vote such shares in favor of the election of the Roney Nominees and a proxy over the shares held by the Major Investors to vote such shares on certain other matters.

(5)	Sean Roney is the son of Patrick Roney. Sean Roney provides administrative and general services to VWE, manages VWE’s trademarks and acts as brand manager for the Sabotage brand.

(6)	Patrick Roney, Darrell D. Swank and Steven Kay serve as co-trustees of SLR Non-Exempt Trust UAD 4/21/2018.

(7)

Jonathan Sebastiani, a member of the VWE Board, is the founder of Sonoma Brands. The Company has an agreement with Sonoma Brands Partners II, LLC (“SBP”) whereby SBP provides management consulting, business development and administrative and other support services to the Company. Mr. Sebastiani is the managing partner of SBP.

(8)	AGR Partners, LLC (“AGR”) is the sole member of TGAM Agribusiness Fund GP LLC, which is the general partner of TGAM Agribusiness Fund Holdings LP. Ejnar Knudsen is the co-founder and CEO of AGR and served as a director of Legacy VWE prior to the transactions.

(9)

On February 3, 2021, prior to the execution of the transaction agreement, Wasatch acquired 956,618 shares of Legacy VWE capital stock from former Legacy VWE shareholders for an aggregate price of $28 million, which converted into shares of common stock upon closing of the transactions. In addition, in connection with the transactions, BCAC and Wasatch entered into subscription agreements for the sale and purchase, respectively, of 10.0 million shares of common stock at $10.00 per share at the closing of the transactions for an aggregate amount of $100 million (the “PIPE Investment”). Such PIPE Investment shares were issued and sold to Wasatch on the Closing Date.

 

9

PLAN OF DISTRIBUTION

We are registering the offer and sale, from time to time, by the Selling Stockholders of up to 37,405,239 shares of common stock, no par value per share. We will not receive any of the proceeds from the sale of our common stock by the Selling Stockholders.

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

 

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

•

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

•

an exchange distribution in accordance with the rules of the applicable exchange;

 

•

privately negotiated transactions;

 

•

in underwritten transactions;

 

•

settlement of short sales;

 

•

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

•

distribution to members, limited partners or stockholders of Selling Stockholders;

 

•

“at the market” or through market makers or into an existing market for the shares;

 

•

a combination of any such methods of sale; or

 

•

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act, provided that the Selling Stockholders meet the criteria and conform to the requirements of that rule, or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the Subscriber of securities, from the Subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with applicable FINRA rules.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,

 

10

which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incident to the registration of the shares of common stock to be offered and sold pursuant to this prospectus by the Selling Stockholders. The Company has also agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or the Exchange Act. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of securities. Additionally, in certain underwritten offerings, the Selling Stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares of common stock each is selling in such offering.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

11

EXPERTS

The consolidated financial statements of Vintage Wine Estates, Inc. incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K as of and for the fiscal year ended June 30, 2022 have been audited by Cherry Bekaert LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Vintage Wine Estates, Inc. as of June 30, 2021, and for the year then ended, incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended June 30, 2022, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

Parsons Behle & Latimer has passed upon certain legal matters for us in connection with the securities offered by this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, including us, that file electronically with the SEC.

Additionally, we make available, free of charge, on our website at ir.vintagewineestates.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports and statements as soon as reasonably practicable after they are filed or furnished with the SEC. The contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained on or accessible through that site, other than documents we file with the SEC that are specifically incorporated by reference into this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The registration statement of which this prospectus is a part incorporates by reference important business and financial information about us that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and the SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

12

We incorporate by reference the documents listed below, and any future documents that we file with the SEC (excluding any documents or portions thereof that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on and after the date hereof:

 

•

our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed on September 13, 2022 (our “2022 Annual Report”);

 

•

our Current Report on Form 8-K filed with the SEC on September 13, 2022; and

 

•

the description of our common stock contained in our Form 8-A/A filed on June 7, 2021, as amended by the description of our common stock contained in Exhibit 4.4 to our 2022 Annual Report, and as amended by any subsequent amendment or report filed for the purpose of updating such description.

Our filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, are available free of charge on our website at ir.vintagewineestates.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference therein, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

Vintage Wine Estates, Inc.

937 Tahoe Boulevard, Suite 210

Incline Village, Nevada 89451

Attention: Corporate Secretary

Telephone: (877) 289-9463

 

13

 

 

 

Vintage Wine Estates, Inc.

Secondary Offering of

Up to 37,405,239 Shares of Common Stock

PROSPECTUS

November 4, 2022

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.