Ventoux CCM (VTAQ) Shareholders Approve Presto Deal

Ventoux CCM Acquisition Corp. (NASDAQ:VTAQ) announced in a press release this afternoon that its shareholders have approved its combination with restaurant management software provider Presto at a special meeting held earlier today.

Approximately 99% of the votes cast at today’s meeting, representing approximately 80% of Ventoux’s outstanding shares entitled to vote, were cast in favor of the proposal to approve the transaction.

In an 8-K filing, Ventoux disclosed that stockholders holding 323,877 shares of common stock elected to and tendered their stock for redemption. As a result, 94.602% of VTAQ’s trust will be removed to pay such stockholders at $10.20 per share, or $3,303,545.40 in the aggregate. Following the redemption, Ventoux will have 5,243,641 shares of common stock outstanding, which consists of 931,141 shares sold in its IPO and 4,312,500 privately placed founder shares.

The parties expect to generate approximately $92.1 million in gross proceeds from the transaction, including proceeds from VTAQ’s trust account and the previously announced committed private placement.

Ventoux CCM recently made a number of amendments to the deal terms back in July, including lowering Presto’s pre-money equity valuation to $525 million, down from $800 million.

Notably, the PIPE was also amended with a $60 million equity investment led by Cleveland Avenue, LLC, which will be used to accelerate the deployment of Presto’s technology throughout the restaurant industry. The original $15 million PIPE drew investment from REMUS Capital investors, Presto Founder & CEO Rajat Suri, the Apollo project and franchisees of Yum! Brands, Applebee’s, McDonald’s, and Outback Steakhouse.

VTAQ also amended the convertible note financing from $55 million to $25 million. The interest payable under the note increased to 20%, of which 15% is payable as cash interest and 5% is payable as PIK Interest, and the number of warrants to be issued to the note investor increased from 1 million warrants to 1.5 million warrants.

Ventoux CCM and Presto expect to close the deal next Tuesday, September 20. Upon the closing of the business combination, the company will be renamed “Presto Automation Inc.” and its common stock and warrants are expected to begin trading on the Nasdaq on Wednesday, September 21, under the ticker symbols “PRST” and “PRSTW” respectively.

The parties announced the business combination on November 10, 2021. Silicon Valley-based Presto provides automation technology for the restaurant sector including many of the top 20 restaurant chains in the U.S.

ADVISORS

• Jefferies LLC is acting as exclusive financial advisor and exclusive capital markets advisor to Presto
• White & Case LLP is acting as legal advisor to Presto.
• Chardan and William Blair & Company, L.L.C. are acting as financial advisors to Ventoux.
• Woolery & Co. PLLC and Dentons US LLP are acting as legal advisors to Ventoux.
• William Blair & Company, L.L.C., Truist Securities, Inc. and Chardan are acting as placement agents for the PIPE financing and as capital markets advisors
• Mayer Brown, LLP is acting as legal advisor to the placement agents.