0001415889-23-014499.txt : 20231024
0001415889-23-014499.hdr.sgml : 20231024
20231024174608
ACCESSION NUMBER: 0001415889-23-014499
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230324
FILED AS OF DATE: 20231024
DATE AS OF CHANGE: 20231024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Casanova Xavier
CENTRAL INDEX KEY: 0001986110
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39830
FILM NUMBER: 231343541
MAIL ADDRESS:
STREET 1: PRESTO AUTOMATION INC.
STREET 2: 985 INDUSTRIAL ROAD
CITY: SAN CARLOS
STATE: CA
ZIP: 94070
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: 0630
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/A
1
form3a-10242023_091002.xml
X0206
3/A
2023-03-24
2023-07-21
0
0001822145
Presto Automation Inc.
PRST
0001986110
Casanova Xavier
985 INDUSTRIAL ROAD
SAN CARLOS
CA
94070
false
true
false
false
CHIEF EXECUTIVE OFFICER
Common Stock
409287
D
Earn-Out Shares
2022-09-21
2027-09-21
Common Stock
49565
D
Includes: (i) 235,811 restricted stock units ("RSUs") granted on February 17, 2023, that vest 25% on July 25, 2023, with the remainder vesting in 25% increments annually through July 25, 2026, and (ii) 173,476 RSUs granted on July 25, 2022, that vest 25% on July 18, 2023, with the remainder vesting in 25% increments annually through July 18, 2026. Each RSU represents the right to receive one share of PRST common stock upon vesting.
This amendment to the Form 3 originally filed on July 21, 2023 (the "Original Form 3") is being filed solely to include the 49,565 Earn-Out Shares held by the Reporting Person that were inadvertently omitted from the Original Form 3.
These Earn-Out Shares 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").
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/ Xavier Casanova
2023-10-24