0001213900-22-061386.txt : 20221003 0001213900-22-061386.hdr.sgml : 20221003 20221003185927 ACCESSION NUMBER: 0001213900-22-061386 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220921 FILED AS OF DATE: 20221003 DATE AS OF CHANGE: 20221003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lopdrup Kim A CENTRAL INDEX KEY: 0001292333 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39830 FILM NUMBER: 221289113 MAIL ADDRESS: STREET 1: 1000 DARDEN CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32837 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Presto Automation Inc. CENTRAL INDEX KEY: 0001822145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 EAST PUTNAM AVENUE, FLOOR 4 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 6464659000 MAIL ADDRESS: STREET 1: 1 EAST PUTNAM AVENUE, FLOOR 4 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Ventoux CCM Acquisition Corp. DATE OF NAME CHANGE: 20200821 3 1 ownership.xml X0206 3 2022-09-21 0 0001822145 Presto Automation Inc. PRST 0001292333 Lopdrup Kim A 985 INDUSTRIAL ROAD, SUITE 205 SAN CARLOS CA 94070 1 0 0 0 Common Stock 70744 D Earn-Out Shares 2027-09-21 Common Stock 17375 D Includes 60,744 restricted stock units that vest in equal monthly installments through October 15, 2024. Reflects the right to receive shares of the Issuer's common stock pursuant to the Business Combination Agreement, as defined below. The Reporting Person is entitled to receive the Earn-Out Shares as follows: one-half of the Earn-Out Shares will be issued to the Reporting Person if the volume weighted average price ("VWAP") of the Issuer common stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before the third anniversary of the Closing Date (as defined below), and one-half will be issued to the Reporting Person if the VWAP of the Issuer common stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before the fifth anniversary of the Closing Date. Pursuant to the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), (Continued in footnote 3) (Continued from footnote 2) entered into by and among Ventoux CCM Acquisition Corp. (which subsequently changed its name to "Presto Automation Inc.", the "Issuer"), Ventoux Merger Sub I Inc. and Ventoux Merger Sub II LLC, each a wholly owned subsidiary of Ventoux CCM Acquisition Corp., and E La Carte, Inc. ("Old Presto"), the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock, option or restricted stock unit, as applicable, outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099 shares of Issuer common stock, option, or restricted stock unit, respectively, and certain earnout shares ("Earn-Out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date"). Exhibit List: Exhibit 24 - Power of Attorney /s/ Stephen Perry, as attorney-in-fact 2022-10-03 EX-24 2 ea166630ex24_presto.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Rajat Suri, Ashish Gupta, Colin Diamond, Laura Katherine Mann, Adam Berkaw, Stephen Perry, Rachel Collier and Nico Kroeker as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Presto Automation Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

 

Dated: August 31, 2022

  By: /s/ Kim Axel Lopdrup
    Name: Kim Axel Lopdrup