Ventoux CCM Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Presto Automation Inc
ENTERPRISE VALUE: $634.1 million
ANTICIPATED SYMBOL: PRST
Ventoux CCM Acquisition Corp. proposes to combine with Presto Automation Inc, a leading provider of restaurant labor productivity.
Presto is a market leader in restaurant labor productivity, overlaying next-generation digital solutions onto the physical world. Its enterprise-grade touch, vision, and voice technologies help hospitality businesses thrive while delighting guests. Presto’s solutions are designed to enable restaurants to do more with less by increasing their guest-to-staff ratios, improving speed and quality of service, identifying bottlenecks, and offering guests a superior experience.
According to data from the Bureau of Labor Statistics, eating and drinking place employment remains 1.5 million below pre-pandemic levels. Operators are desperately trying to hire, but 72% of them rate recruitment and retention as their top challenge. The problem is likely to worsen, as 53% of existing restaurant workers are actively considering leaving their job. In this environment, it is critical for restaurants to adopt solutions that significantly improve labor productivity so that they can do more with less.
SUBSEQUENT EVENT – 9/12/22 – LINK
- VTAQ and Presto are in the process of negotiating alternative funding in the form of a senior secured term loan, and they have entered into a non-binding letter-of-intent with Metropolitan Partners Group Management, LLC for a proposed $55.0 million term loan to be provided by Metropolitan to New Presto at the Closing, which will be used to repay certain outstanding debt of Presto and for working capital and general corporate purposes.
- The Loan will bear interest at 15% payable monthly in cash, provided that
- (i) for the first six months New Presto may choose to pay 100% of the interest in kind and
- (ii) for the following 12 months New Presto may elect to pay 50% of the interest in kind
- The Loan will mature thirty months following the Closing
- New Presto will pay Metropolitan an initial onboarding fee of $500,000 on the Closing Date and a quarterly monitoring fee of $125,000 thereafter
- New Presto may prepay the Loan at any time, but if such prepayment is prior to the 18 month anniversary of the Closing Date, it must include an amount of interest and fees that would have accrued up until such anniversary
- Metropolitan will receive 1,500,000 warrants to purchase shares of New Presto common stock that are nonredeemable, exercisable on a cashless basis and have an exercise price of $11.50 per share
- Metropolitan will receive 600,000 shares of New Presto common stock from VTAQ’s founders
- The Loan will bear interest at 15% payable monthly in cash, provided that
SUBSEQUENT EVENT – 9/1/22 – LINK
- The shareholder vote previously scheduled for 10:00 am Eastern Time on September 6, 2022, has been rescheduled for 10:00 am Eastern Time on September 14, 2022.
- The deadline to redeem has also been extended to September 12, 2022.
SUBSEQUENT EVENT – 7/26/22 – LINK
- On July 25, 2022, VTAQ and Presto entered into a second amendment to the Merger Agreement to reduce Presto’s equity value for the purpose of the Merger from $800,000,000 to $525,000,000.
- VTAQ amended the Equity Subscription Agreements from 1,500,000 aggregate shares for $10.00 per share to 1,000,000 aggregate shares for $10.00 per share.
- VTAQ and the Note Investor amended the Convertible Note Subscription Agreement such that:
- (i) the amount invested by the Note Investor under the Note decreased from $55 million to $25 million,
- (ii) the interest payable under the Note increased to 20%, of which 15% is payable as Cash Interest and 5% is payable as PIK Interest,
- (iii) the number of warrants to be issued to the Note Investor increased from 1,000,000 warrants to 1,500,000 warrants, and
- (iv) the Sponsors agreed to increase the number of Founder Shares to be transferred to the Note Investor from 300,000 Founder Shares to 600,000 Founder Shares.
- Presto secured private placement with a large institutional investor for an aggregate of 6,593,687 shares of common stock for $7.58 per share, amounting to $50,000,000. Concurrent with the private placement, the Founders transferred 406,313 shares to a large institutional investor.
- VTAQ also entered into an amended and restated Sponsor Support Agreement to
- (i) subject a total of 444,500 founder shares (the “Sponsors’ Earnout Shares”) held by the Sponsors to vesting over a five-year period, such that four equal portions of the Sponsors’ Earnout Shares will vest when the VWAP of New Presto Common Stock post-business combination is over $12.00, $15.00, $20.00 and $25.00, respectively, for any 40 trading days within any 60 trading day period within five years after the closing of the business combination
- (ii) subject any vested founder shares (initially an aggregate of 2,689,187 shares) held by Sponsors to an 18-month lock-up period
- VTAQ, Presto, and certain Presto stockholders also entered into an amended and restated Presto Stockholder Support Agreement to subject any shares of New Presto Common Stock held by certain Presto stockholders to an 18-month lock-up period.
EXTENSION – 6/17/22 – 8-K LINK
- The Stockholders approved the extension of the date by which the Company has to consummate a business combination for three months, from June 30, 2022 to September 30, 2022 and allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination for an additional three months after June 30, 2022, from September 30, 2022 to December 30, 2022.
- In connection with the Special Meeting, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption.
- In connection thereto, the Company will pay to redeeming shareholders approximately $10.20 per share, or $163,148,816.40 in the aggregate.
- Following the redemption, the Company will have 5,567,518 shares of common stock outstanding, which consists of 1,255,018 shares sold in the Company’s IPO and 4,312,500 privately placed founder shares.
- Following the redemption, the Company will have approximately $12.8 million held in its trust account for the benefit of non-redeeming public shareholders.
EXTENSION – 4/1/22 – 8-K LINK
- On April 1, 2022, Ventoux CCM Acquisition Corp., Ventoux Merger Sub I Inc., Ventoux Merger Sub II LLC, and E La Carte, Inc. (“Presto”) entered into an amendment to the Merger Agreement.
- The amendment lowers the amount of cash required to be available to the Company at the closing of the business combination from $85 million to $65 million.
- The amendment also extends the Termination Date of the Merger Agreement to August 31, 2022.
- On March 29, 2022, the Company issued two unsecured promissory notes (the “Extension Notes”) in amounts of $1,150,000 and $575,000 to Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC, respectively (the “Sponsors”), in exchange for the Sponsors depositing such amounts into the Company’s trust account in order to extend the amount of time the Company has available to complete a business combination (the “Extension”) by three months from March 30, 2022 to June 30, 2022.
TRANSACTION
- The business combination values the Company at approximately $665.9 million pro forma equity value, at $10.00 per share.
- The transaction will be funded by cash from the Ventoux trust account of approximately $172.5 million, assuming no redemptions by Ventoux’s stockholders, and $70 million of gross proceeds from the issuance of equity and convertible financings in the PIPE transaction.
- Following the transaction and after the payment of transaction expenses, the Company is expected to add over $223.3 million of cash to its balance sheet, assuming no redemptions.
- Assuming no redemptions of Ventoux’s shares, the current holders of the Company’s securities will hold approximately 77% of the issued and outstanding shares of common stock immediately following the close of the transaction.

PIPE
- The transaction includes a fully committed PIPE totaling approximately $70 million.
- In addition to institutional investors, the PIPE includes additional incremental capital from REMUS Capital investors, Presto Founder & CEO Rajat Suri, Sam Altman and Max Altman’s Apollo project, other existing investors, and certain other strategic groups including franchisees of Yum! Brands, Applebee’s, McDonald’s, and Outback Steakhouse.
- VTAQ amended the Equity Subscription Agreements from 1,500,000 aggregate shares for $10.00 per share to 1,000,000 aggregate shares for $10.00 per share.
- VTAQ and the Note Investor amended the Convertible Note Subscription Agreement such that:
- (i) the amount invested by the Note Investor under the Note decreased from $55 million to $25 million,
- (ii) the interest payable under the Note increased to 20%, of which 15% is payable as Cash Interest and 5% is payable as PIK Interest,
- (iii) the number of warrants to be issued to the Note Investor increased from 1,000,000 warrants to 1,500,000 warrants, and
- (iv) the Sponsors agreed to increase the number of Founder Shares to be transferred to the Note Investor from 300,000 Founder Shares to 600,000 Founder Shares.
- Presto secured private placement with a large institutional investor for an aggregate of 6,593,687 shares of common stock for $7.58 per share, amounting to $50,000,000. Concurrent with the private placement, the Founders transferred 406,313 shares to the large institutional investor.
EARNOUT
- (A) If at any time from the Closing Date until the three-year anniversary of the Closing, the VWAP of Acquiror Common Stock quoted on Nasdaq is greater than or equal to $12.50 for any twenty (20) Trading Days within any thirty (30) Trading Day period, Acquiror shall promptly issue to the Earnout Participants an aggregate amount of 7,500,000 shares of Acquiror Common Stock (the “First Earnout Shares”) in accordance with their Earnout Pro Rata Portion.
- (B) If at any time from the Closing Date until the five-year anniversary of the Closing, the VWAP of Acquiror Common Stock quoted on Nasdaq is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period, Acquiror shall promptly issue to the Earnout Participants an aggregate amount of 7,500,000 shares of Acquiror Common Stock (the “Second Earnout Shares”, and together with the First Earnout Shares, the “Earnout Shares”), in accordance with their Earnout Pro Rata Portion.
- VTAQ also entered into an amended and restated Sponsor Support Agreement to
- (i) subject a total of 444,500 founder shares (the “Sponsors’ Earnout Shares”) held by the Sponsors to vesting over a five-year period, such that four equal portions of the Sponsors’ Earnout Shares will vest when the VWAP of New Presto Common Stock post-business combination is over $12.00, $15.00, $20.00 and $25.00, respectively, for any 40 trading days within any 60 trading day period within five years after the closing of the business combination
LOCK-UP
- The Sponsor Parties agreed to subject the founder shares they acquired prior to the VTAQ initial public offering to lock-up restrictions:
- During the period beginning on the Closing Date until the period beginning on the Closing Date to six months after the Closing Date, the Sponsor Parties may not transfer any of its, his or her founder shares.
- During the period beginning on the date that is six months after the Closing Date to 12 twelve months after the Closing Date, the Sponsor Parties may only transfer up to 50% of its, his or her founder shares, in each case except for certain limited permitted transfers.
- In addition, the Sponsor Parties agreed that they will not transfer any privately placed warrants, acquired prior to the VTAQ initial public offering, during the period from the Closing Date to 12 months after the Closing Date.
- VTAQ, Presto and certain Presto stockholders also entered into an amended and restated Presto Stockholder Support Agreement to subject any shares of New Presto Common Stock held by certain Presto stockholders to an 18-month lockup period.
SUPPORT AGREEMENT
- The Sponsors also agreed to subject their founder shares to vesting and forfeiture provisions based on the number of public shares redeemed at the closing of the Business Combination (such shares, the “Sponsors’ Earnout Shares”).
- Pursuant to the Sponsor Agreement, at the Closing:
- (i) in the case of redemptions of public shares of 90% or more, 15% of the Sponsors’ founder shares that are owned immediately after the Closing will be subject to vesting.
- (ii) in the case of redemptions of public shares of between 80% and 90%, 10% of the Sponsors’ founder shares that are owned immediately after the Closing will be subject to vesting.
- (iii) in the case of redemptions of public shares of between 70% and 80%, 5% of the Sponsors’ founder shares that are owned immediately after the Closing will be subject to vesting.
- (iv) in the case of redemptions of public shares of less than 70%, none of the Sponsors’ founder shares will be subject to vesting.
- The Sponsors’ Earnout Shares will vest if, during the period from and after the Closing until the fifth anniversary of the Closing, the VWAP of New Presto common stock is greater than or equal to $12.50 for any 40 trading days within a period of 60 consecutive trading days.
PRESTO SUPPORT AGREEMENT
- The Presto Stockholder Support Agreements provide that during the period beginning on the Closing Date and ending on the date that is six months after the Closing Date, the Presto Supporting Stockholders may not transfer any of their shares of New Presto common stock:
- During the period beginning on the date that is six months after the Closing Date and ending on the date that is 12 months after the Closing Date, the Presto Supporting Stockholders may only transfer up to 50% of their New Presto common stock, in each case, except for certain limited permitted transfers.
SPONSOR SUBSCRIPTION AGREEMENT
- VTAQ entered into equity subscription agreements (the “Equity Subscription Agreements”) each dated as of November 10, 2021, with certain accredited investors, pursuant to which, among other things, VTAQ agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 1,500,000 shares of common stock for $10.00 per share.
- VTAQ also entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement” and, together with the Equity Subscription Agreements, the “Subscription Agreements”), each dated as of November 10, 2021, with an institutional accredited investor (collectively, the “Note Investor”), pursuant to which, among other things, VTAQ agreed to issue and sell, in a private placement to close immediately prior to the Closing, an aggregate of $55,000,000 in aggregate principal amount of convertible notes (the “Notes”) and an aggregate of 1,000,000 warrants (the “Note Financing Warrants”).
NOTABLE CONDITIONS TO CLOSING
- Subsequent Event – 4/1/22 – The amendment lowers the amount of cash required to be available to the Company at the closing of the business combination from $85 million to $65 million.
- The Closing is subject to certain customary conditions, including VTAQ having at least $85,000,000 of cash available at the Closing, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) VTAQ pursuant to the Subscription Agreements, after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the Closing and the payment of Presto’s and certain of VTAQ’s outstanding transaction expenses as contemplated by the Merger Agreement (the “Minimum Cash Condition”).
NOTABLE CONDITIONS TO TERMINATION
- Subsequent Event – 4/1/22 – The Amendment also extends the Termination Date of the Merger Agreement to August 31, 2022.
- The Merger Agreement may be terminated by VTAQ or Presto if the Closing has not occurred before August 31, 2022.
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.
MANAGEMENT & BOARD
Executive Officers
Edward Scheetz, 55
Chairman, Chief Executive Officer, Director
Mr. Scheetz is also the co-founder, Chief Executive Officer and Chairman of Ventoux Acquisition. From November, 2016 until present, Mr. Scheetz has actively pursued a range of projects in the hospitality and real estate sectors. In June 2018, Mr. Scheetz, with partners, acquired a mixed use hotel and condominium project in West Hollywood, CA. In March 2020, he began the redevelopment and expansion of the project. From 2013 until October 2016, Mr. Scheetz was Chief Executive Officer of Chelsea Hotels until the sale of that company. In March, 2011, Mr. Scheetz founded and served as Chief Executive Officer of King & Grove Hotels until 2013 when King & Grove Hotels became Chelsea Hotels. In 2005, Mr. Scheetz became Chief Executive Officer of Morgans Hotel Group Co. In 2006, he took Morgans public (NASDAQ: MHGC). Morgans was the developer, owner and operator of such iconic hotel properties as Delano and Shore Club in Miami, Mondrian in Los Angeles, Morgans, Royalton, Paramount and Hudson in New York, and Sanderson and St. Martin’s Lane in London. In 1997, Mr. Scheetz co-founded NorthStar Capital Investment Corp. (“NCIC”). While at NCIC, Mr. Scheetz co-founded real estate investment trust NorthStar Realty Finance Corp., which went public in 2004 (NYSE: NRF). Mr. Scheetz continued to serve as Executive Chairman of NRF through 2007. From 1993 until 1997, Mr. Scheetz was a partner at Apollo Management where he was the co-head of Apollo Real Estate Advisors and raised, invested and managed their first three real estate funds. Prior to his work at Apollo, Mr. Scheetz was at The Trammell Crow Companies and Crow Family Ventures where he was involved with Wyndham Hotels, assisted the Chief Financial Officer in restructuring The Trammell Crow Company, and was a Principal at Trammell Crow Ventures. Mr. Scheetz graduated from Princeton University where he earned an A.B. in Economics.
Matthew MacDonald, 36
Chief Financial Officer and Secretary, Director
Mr. MacDonald is also the co-founder and Chief Financial Officer of Ventoux Acquisition. Prior to co-founding Ventoux Acquisition in August 2020, Mr. MacDonald worked at Hyatt Hotels Corporation as the Vice President of Capital Strategy and Wellness Development, where he focused on acquiring hospitality companies and brands. Mr. MacDonald joined Hyatt in January 2017 as a result of Hyatt’s acquisition of Miraval Group, a leading hospitality wellness company. Mr. MacDonald joined Miraval Group, a KSL Capital portfolio company, as Vice President of Development in May 2016 following four years at Starwood Hotels and Resorts. Mr. MacDonald is a graduate of the University of Denver and received a Master in Real Estate Finance from New York University.
Brock Strasbourger, 33
Chief Operating Officer
Mr. Strasbourger is also the Chief Operating Officer of Ventoux Acquisition. Prior to his work at Ventoux Acquisition, Mr. Strasbourger worked for Convene since December 2018 as the Vice President and Head of Strategic Partnerships, focusing on corporate development, opening new revenue streams, and driving growth through external channels. Prior to Convene, Mr. Strasbourger was the Vice President of Digital at OTG Management, an airport hospitality and technology business, from March 2016 through November 2018 and spent nearly three years at Fancy.com as the Head of Business. To begin his career, Mr. Strasbourger spent nearly four years on the Emerging Markets Fixed Income Sales and Trading desk at Barclays Capital (NYSE: BCS). Mr. Strasbourger is a graduate from the University of Michigan with honors and distinction.
Prasad Phatak, 38
Chief Investment Officer
Mr. Phatak is also the Chief Investment Officer of Ventoux Acquisition. Since July 2011, Mr. Phatak has been the Managing Member of Tappan Street Partners LLC, where he has led the investment research and portfolio management for several private investment funds these past nine years. Additionally, from December 2019 to September 2020, Mr. Phatak was a Partner at Markley Capital Management, a US-focused investment firm. Mr. Phatak founded Tappan Street Partners after leaving Eton Park Capital Management, where he began as a Research Associate in October 2005 and focused on investing in both public and private investments in a variety of industries. Prior to Eton Park, Mr. Phatak worked as a private equity associate for Madison Dearborn Partners from July 2005 to October 2005, and began his career in July 2003 at the Blackstone Group (NYSE: BX) in the Restructuring and Reorganization Advisory Group, where he worked for two years as an investment banking analyst, analyzing complex corporate restructurings in both out of court and Chapter 11 reorganizations. Mr. Phatak graduated with high distinction from the University of Michigan Ross School of Business with a B.B.A. in Finance and Accounting in May 2003.
Board of Directors
Jonas Grossman, 46
Director
Mr. Grossman was the Chief Executive Officer and President of Chardan Healthcare Acquisition Corp. from March 2018 until its merger in October 2019 with BiomX (NYSE: PHGE). Mr. Grossman is currently a director of BiomX and since March 2020 is also a director of LifeSci Acquisition Corp., a special purpose acquisition company that recently announced a business combination with Vincera Pharma, Inc. Since April 2020, Mr. Grossman has been the Chief Executive Officer and President of Chardan Healthcare Acquisition 2 Corp., a special purpose acquisition company. Mr. Grossman has served as Partner and Head of Capital Markets for Chardan Capital Markets, LLC, a New York headquartered broker/dealer, since December 2003, and has served as President of Chardan Capital Markets, LLC since September 2015. Since 2003, Mr. Grossman has overseen the firm’s investment banking and capital markets activities and initiatives. He has extensive transactional experience having led or managed more than 400 transactions during his tenure at Chardan. Since December 2006, Mr. Grossman has served as a founding partner for Cornix Advisors, LLC, a New York based hedge fund. From 2001 until 2003, Mr. Grossman worked at Ramius Capital Group, LLC, a global multi-strategy hedge fund where he served as Vice President and Head Trader. Mr. Grossman served as a director for Ideanomics, Inc. (formerly China Broadband, Inc.) (NASDAQ: IDEX) from January 2008 until November 2010. He holds a B.A. in Economics from Cornell University and an M.B.A. from NYU’s Stern School of Business.
Woodrow H. Levin, 42
Director
Mr. Levin is the founder, and has been the Chief Executive Officer since February 2019, of Extend, Inc. Mr. Levin was the Chief Executive Officer of 3.0 Capital GP, LLC from November 2017 until January 2019. From September 2015 until October 2017, Mr. Levin served as Vice President of Growth at DocuSign, Inc. (NASDAQ: DOCU). In addition, Mr. Levin served as the founder and Chief Executive Officer of Estate Assist, Inc., from February 2014 to September 2015 (at which time it was acquired), and BringIt, Inc., from June 2009 to September 2012 (at which time it was acquired by DocuSign). Before that, Mr. Levin served as Director Emerging Business — Office of the CTO at International Game Technology PLC (NYSE: IGT). Since May 2013, Mr. Levin has served as a member of the board of directors of DraftKings Inc. (NASDAQ: DKNG), and he has served as a member of the board of directors of Extend, Inc. since February 2019. Since September 2020, Mr. Levin has been a member of the board of directors of 10X Capital Venture Acquisition Corp., a special purpose acquisition company. Mr. Levin received his J.D. from Chicago-Kent College of Law, Illinois Institute of Technology, and his B.A. from the University of Wisconsin.
Alex Weil, 49
Director
Mr. Weil has served as Managing Director and Co-Head of Fintech Investment Banking at Chardan Capital Markets, LLC, a New York headquartered broker/dealer, since March 2020. From January 2018 to March 2020, Mr. Weil served as Managing Director and Head of Insurtech Investment banking at SenaHill Securities, LLC, a New York headquartered broker/dealer. From January 2013 to September 2017, Mr. Weil, was a Director at PricewaterhouseCoopers Inc., a network of firms providing assurance, advisory and tax services. Prior to 2012, Mr. Weil held positions as a Director at Lazard Middle Market, LLC, an Executive Director at UBS Securities LLC and a Director at Citigroup Global Markets Inc. Mr. Weil holds a B.A. in Business Administration from the University of Colorado, Boulder.
Julie Atkinson, 47
Director
Ms. Atkinson served as Chief Marketing Officer for Founders Table Restaurant Group since October 2019. She previously served as Senior Vice President, Global Digital at Tory Burch LLC from January 2017 to May 2018. Prior to joining Tory Burch, Ms. Atkinson served in various leadership roles at Starwood Hotels & Resorts Worldwide, Inc., most recently as Senior Vice President, Global Digital from November 2014 to January 2017 and as Vice President of Global Online Distribution from September 2012 until November 2014. Prior to joining Starwood, Ms. Atkinson held multiple roles at Travelocity including marketing and operations. Since December 2017, Ms. Atkinson has served as a member of the Board of Directors of Bright Horizons Family Solutions Inc. (NYSE: BFAM). Ms. Atkinson holds a B.A. in English and Political Science from Amherst College.
Christian Ahrens, 44
Director
Mr. Ahrens has been an Advisor with Certares Management LLC since October 2017. From January 2015 until September 2017 Mr. Ahrens was a Partner with Certares. Prior to December 2015 Mr. Ahrens was a Managing Director at One Equity Partners, the private equity investing arm of JPMorgan Chase, which he joined in September 2001. Mr Ahrens has served as a board member at Internova Travel Group since January 2015. Mr. Ahrens received his A.B. from Princeton University.
Bernard A. Van der Lande, 38
Director
Mr. Van der Lande has been a Managing Director of Cindat USA, LLC since January 2020. Mr. Van der Lande was Chief Issuance Officer of Templum, Inc. from February 2019 until August 2019. From November 2017 until January 2019, Mr. Van der Lande served as Managing Director of Easterly Capital, LLC. Before that, Mr. Van der Lande was with CBRE, Inc. from January 2013 until November 2017, where he served in capacities of Managing Director of its investment banking division, Capital Advisors, and Senior Vice President of its international hotels brokerage business. In addition, Mr. Van der Lande served as Managing Director of Hodges Ward Elliott’s Lodging Capital Markets business, where he worked from October 2008 until December 2012. Mr. Van der Lande received his B.A. from Davidson College.
