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