0001213900-22-058501.txt : 20220923 0001213900-22-058501.hdr.sgml : 20220923 20220923184612 ACCESSION NUMBER: 0001213900-22-058501 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220921 FILED AS OF DATE: 20220923 DATE AS OF CHANGE: 20220923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Suri Rajat CENTRAL INDEX KEY: 0001945017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39830 FILM NUMBER: 221263296 MAIL ADDRESS: STREET 1: 810 HAMILTON STREET CITY: REDWOOD CITY STATE: CA ZIP: 94063 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 4 1 ownership.xml X0306 4 2022-09-21 0 0001822145 Presto Automation Inc. PRST 0001945017 Suri Rajat 985 INDUSTRIAL ROAD, SUITE 205 SAN CARLOS CA 94070 1 1 1 0 Chief Executive Officer Common Stock 2022-09-21 4 A 0 2224703 A 2224703 D Stock Option 0.02 2022-09-21 4 A 0 3736509 A 2027-08-26 Common Stock 3736509 3736509 D Stock Option 1.44 2022-09-21 4 A 0 1562018 A 2031-03-04 Common Stock 1562018 1562018 D Earn-Out Shares 2022-09-21 4 A 0 2151951 A 2027-09-21 Common Stock 2151951 2151951 D Reflects securities acquired pursuant to the terms of the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), 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"), pursuant to which the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock outstanding and each Old Presto option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099224419 shares of Issuer common stock or option, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date"). All of the options are vested and exercisable. Includes 560,739 unvested options, as of the Closing Date, that vest in equal installments monthly until January 1, 2025. Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of the Issuer's common stock 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, 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. /s/ Stephen Perry, as attorney-in-fact 2022-09-23