SEC Form SC 13D/A filed by Vintage Wine Estates Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSONS

  Patrick A. Roney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  606,916

  SHARED VOTING POWER

  30,529,224 (1) (2)

  SOLE DISPOSITIVE POWER

  606,916

  SHARED DISPOSITIVE POWER

  8,715,935 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  31,136,140 shares (1) (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  49.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Patrick A. Roney shares voting power and dispositive power with his wife, Laura G. Roney, over 6,516,072 shares of common stock, no par value per share (“Common Stock”), of Vintage Wine Estates, Inc., a Nevada corporation (“Issuer”), owned by the Patrick A. Roney and Laura G. Roney Trust. Mr. Roney also is co-trustee (with Darrell D. Swank and Steven Kay) of 2,199,863 shares of Common Stock owned by the SLR Non-Exempt Trust UAD 4/21/2018. In his capacity as the Roney Representative (as defined herein) under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by these trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP (the “Sponsor”) has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

The Sponsor shares voting, but not dispositive, power over (i) 690,251 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Paul Walsh, (ii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Robert L. Berner III and (iii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mark W.B. Harms (collectively with Mr. Walsh and Mr. Berner, the “Proxy Agreement Parties”) pursuant to the irrevocable proxy agreement dated November 22, 2023 (the “Irrevocable Proxy”) described in Item 5 of this Statement on Schedule 13D.

Based on (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 14, 2023, (ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Sponsor, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement, (iii) 215,140 shares that could become exercisable within 60 days of the filing of this Statement on Schedule 13D and (iv) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties.

  NAMES OF REPORTING PERSONS

  Bespoke Sponsor Capital LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  30,529,224 (1)

  SOLE DISPOSITIVE POWER

  4,666,679

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  30,529,224 shares (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  48.6% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Mark W.B. Harms shares voting and dispositive power over the 2,000,007 shares of Common Stock and 2,666,672 warrants to purchase shares of Common Stock owned by the Sponsor. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

The Sponsor shares voting, but not dispositive, power over (i) 690,251 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Paul Walsh, (ii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Robert L. Berner III and (iii) 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mark W.B. Harms (collectively with Mr. Walsh and Mr. Berner, the “Proxy Agreement Parties”) pursuant to the Irrevocable Proxy Agreement described in Item 5 of this Statement on Schedule 13D.

Based on (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023,(ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP and (iii) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties.

  NAMES OF REPORTING PERSONS

  Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  7,600,117 (1)

  SOLE DISPOSITIVE POWER

  7,600,117

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  7,600,117 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  12.8% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  SLR Non-Exempt Trust UAD 4/21/2018

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,199,863 (1)

  SOLE DISPOSITIVE POWER

  2,199,863

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,199,863 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  3.7% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Patrick A. Roney and Laura G. Roney Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,516,072 (1)

  SOLE DISPOSITIVE POWER

  6,516,072

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,516,072 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  10.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Sean Roney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  423,729 (1)

  SOLE DISPOSITIVE POWER

  423,729

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  423,729 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.7% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sean Roney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Sonoma Brands II, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  684,881 (1)

  SOLE DISPOSITIVE POWER

  684,881

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  684,881 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Sonoma Brands II Select, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  39,350 (1)

  SOLE DISPOSITIVE POWER

  39,350

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  39,350 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.07% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II Select, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Sonoma Brands VWE Co-Invest, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  410,715 (1)

  SOLE DISPOSITIVE POWER

  410,715

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  410,715 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.7% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands VWE Co-Invest, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Linda Butler

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  139,525 (1)

  SOLE DISPOSITIVE POWER

  139,525

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  139,525 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Linda Butler and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Ron Coleman

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  372,387 (1)

  SOLE DISPOSITIVE POWER

  372,387

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  372,387 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.6% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Ron Coleman and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Vicki Daigneault

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,185 (1)

  SOLE DISPOSITIVE POWER

  6,185

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,185 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.01% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Vicki Daigneault and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Marco DiGiulio

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  244,841 (1)

  SOLE DISPOSITIVE POWER

  244,841

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  244,841 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Marco DiGiulio and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Michell Ruggirello

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  5,285 (1)

  SOLE DISPOSITIVE POWER

  5,285

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,285 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.009% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Michell Ruggirello and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Anne Stewart

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  771,828 (1)

  SOLE DISPOSITIVE POWER

  771,828

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  771,828 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.3% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Anne Stewart and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Chuck Sweeney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  663,187 (1)

  SOLE DISPOSITIVE POWER

  663,187

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  663,187 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.1% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Chuck Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Nell Sweeney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  663,187 (1)

  SOLE DISPOSITIVE POWER

  663,187

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  663,187 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.1% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Nell Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Jeff Kunde

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  386,871 (1)

  SHARED VOTING POWER

  131,028 (1)

  SOLE DISPOSITIVE POWER

  386,871 (1)

  SHARED DISPOSITIVE POWER

  131,028 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  517,899 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Jeff Kunde has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #1, the A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde and the Voting Trust FBO Jeff Kunde U/T Kunde Living Trust and shares voting and dispositive power with Roberta Kunde over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95 (collectively, the “Kunde Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Kunde Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Marcia Mickelson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  379,828 (1)

  SHARED VOTING POWER

  138,071 (1)

  SOLE DISPOSITIVE POWER

  379,828 (1)

  SHARED DISPOSITIVE POWER

  138,071 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  517,899 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Marcia Mickelson has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #3, the A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson and the Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust and shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01 (collectively, the “Mickelson Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Mickelson Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Mark W.B. Harms

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  32,008,570 (1) (2)

  SOLE DISPOSITIVE POWER

  786,563

  SHARED DISPOSITIVE POWER

  6,146,025 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  32,008,570 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  51.0% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Mark W.B. Harms shares voting and dispositive power over the 2,000,007 shares of Common Stock and 2,666,672 warrants to purchase shares of Common Stock owned by Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Proxy Agreement Parties pursuant to the Irrevocable Proxy described in Item 5 of this Schedule 13D. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D. Mr. Harms also shares voting and dispositive power over an aggregate of 1,479,236 shares of Common Stock and 110 warrants to purchase Common Stock owned by certain entities controlled by Bespoke Capital Partners LLC. Mr. Harms is the managing member of Bespoke Capital Partners LLC.

Mr. Harms shares voting, but not dispositive, power over 614,345 shares of Common Stock and 172,218 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by Mr. Harms with the Sponsor pursuant to the Irrevocable Proxy described in Item 5 of this Statement on Schedule 13D.

Based on (i) 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 14, 2023, (ii) 2,666,672 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement, (iii) 516,654 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by the Proxy Agreement Parties, and (iv) 110 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock owned by certain entities controlled by Bespoke Capital Partners LLC.

  NAMES OF REPORTING PERSONS

  Sonoma Brands II GP, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,134,946 (1)

  SOLE DISPOSITIVE POWER

  1,134,946

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,134,946 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Sonoma Brands II GP, LLC is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Sonoma Brands Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,134,946 (1)

  SOLE DISPOSITIVE POWER

  1,134,946

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,134,946 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Sonoma Brands Partners II, LLC is the managing member of Sonoma Brands II GP, LLC, which is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Jonathan Sebastiani

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  175,631

  SHARED VOTING POWER

  1,134,946 (1)

  SOLE DISPOSITIVE POWER

  1,310,577 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,310,577 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Jonathan Sebastiani has sole voting and dispositive power over the shares of Common Stock owned by Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, however, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Laura G. Roney

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,516,072 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  6,516,072 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,516,072 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  11.0% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Laura G. Roney and her husband, Patrick A. Roney, are co-trustees of the Patrick A. Roney and Laura G. Roney Trust and share voting and dispositive power over the 6,516,072 shares of Common Stock owned by the trust. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Darrell D. Swank

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,799,980 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,799,980 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,799,980 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  16.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Darrell D. Swank is a co-trustee (with Steven Kay) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Steven Kay) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Steven Kay

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,799,980 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,799,980 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,799,980 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  16.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Steven Kay is a co-trustee (with Darrell D. Swank) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Darrell D. Swank) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Roberta Kunde

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  131,028 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  131,028 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  131,028 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Roberta Kunde shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  A & L Kunde Trust #1

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  219,072 (1)

  SOLE DISPOSITIVE POWER

  219,072

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  219,072 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  34,699 (1)

  SOLE DISPOSITIVE POWER

  34,699

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  34,699 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.06% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Voting Trust FBO Jeff Kunde U/T Kunde Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  133,100 (1)

  SOLE DISPOSITIVE POWER

  133,100

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  133,100 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Jeff & Roberta Kunde Living Trust Dated 6-16-95

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  131,028 (1)

  SOLE DISPOSITIVE POWER

  131,028

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  131,028 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Jim Mickelson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  138,071 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  138,071 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  138,071 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Jim Mickelson shares voting and dispositive power with Marcia Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  A & L Kunde Trust #3

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  230,569 (1)

  SOLE DISPOSITIVE POWER

  230,569

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  230,569 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.4% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,114 (1)

  SOLE DISPOSITIVE POWER

  9,114

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,114 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.02% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  140,145 (1)

  SOLE DISPOSITIVE POWER

  140,145

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  140,145 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

  NAMES OF REPORTING PERSONS

  Jim & Marcia Mickelson Living Trust Dated 4-11-01

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  138,071 (1)

  SOLE DISPOSITIVE POWER

  138,071

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  138,071 shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

Reserved.

Based on 59,626,423 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 14, 2023.

Reporting Person

Nature of Transaction

Mark W.B. Harms

Mark W.B. Harms

Jonathan Sebastiani

Jonathan Sebastiani

Jonathan Sebastiani

Represents a weighted-average price.

Irrevocable Proxy Agreement, dated November 22, 2023, by and among Bespoke Sponsor Capital LP, Robert L. Berner III, Mark W.B. Harms and Paul S. Walsh

/s/ Patrick A. Roney

Patrick A. Roney

Attorney-in-Fact