Business Description

Background Bespoke Extracts, Inc. is a Nevada corporation. The Company’s Common Stock (as hereinafter defined) is traded in the United States on the OTCQB (the “OTCQB”) under the symbol “BSPK.” The Company has one wholly-owned subsidiary, Bespoke Extracts Colorado, LLC (“Bespoke Colorado”). Originally founded in 1988, Bespoke began operations in the cannabis industry in 2023 upon the acquisition of a state-licensed adult-use marijuana infused products business in Aurora, Colorado. The Company has since begun producing pre-rolled marijuana cigarettes, or “pre-rolls”. Currently, Bespoke owns, manufactures, and distributes a portfolio of cannabis consumer packaged goods brands including Fresh Joints, Doobskis, DutchBlunts, and Wee Joints , to licensed marijuana dispensaries across Colorado. Our Corporate History For information on the history of the Company and the development of the business prior to November, 2021, the month new management was appointed, see the information set forth under the headings “Business – Our Corporate History” in our Form 10-K that was filed with the SEC on April 27, 2023. In November 2021, new management of the Company was appointed and the Company began to focus on other complimentary lines of business to its historical CBD offerings, specifically regulated cannabis. Under our new management team, we plan to expand the Company’s focus to regulated cannabis markets in the United States. In furtherance of its expanded strategy, on January 3, 2023, the Company closed on its acquisition of WonderLeaf assets and they are now owned and operated by Bespoke Colorado. Following the success of the Company’s cannabis efforts, the Company has discontinued its CBD efforts. The Company’s expanded business plan may include the acquisition of related businesses in additional states which allow publicly traded companies to own and operate such businesses. Depending on the markets entered and state regulation, the Company’s plan may also include: asset purchases, management/consulting operating agreements, or similar agreements. The Company plans to use a combination of cash, shares of common or preferred stock, warrants, notes, or other financing vehicles to complete these acquisitions. There is no assurance any required financing for such acquisitions will be available on acceptable terms, or at all, or that we will complete any such acquisitions. In addition, the acquisition of marijuana related businesses is subject to the approval of government authorities which license and regulate marijuana dispensaries in their applicable jurisdictions. No assurance can be given that any such approvals can be obtained. 1 WonderLeaf The Company has developed a plan to potentially acquire and merge, or “roll up” state licensed cannabis assets with a target to be one of the highest quality craft cannabis businesses in Colorado. Consistent with this strategy, on December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “Wonderleaf Purchase Agreement”). Pursuant to the Wonderleaf Purchase Agreement, Bespoke Colorado agreed to purchase from WonderLeaf, and WonderLeaf agreed to sell to Bespoke Colorado, certain assets of WonderLeaf, including a license to manufacture marijuana-infused products, existing inventory, and extraction equipment and ancillary items, all as further set forth in the Purchase Agreement. In connection with the WonderLeaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”). Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. The Company also has an option to purchase the property underlying the lease for $600,000. Effective December 31, 2024, the Lease was amended to provide for a reduced monthly base rent. On January 3, 2023, the Company closed on its acquisition of WonderLeaf assets and they are now owned and operated by Bespoke Colorado.…