As we previously announced, on November 10, 2021, VTAQ entered into the Merger Agreement, by and among VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II and Presto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement, as amended to date.

The Merger Agreement provides for the merger of Ventoux Merger Sub with and into Presto (the “First Merger”), with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of VTAQ (the “Surviving Corporation”), and following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ. In connection with the Business Combination, VTAQ shall be renamed “Presto Automation Inc.”

Under the Merger Agreement, VTAQ has agreed to acquire all of the outstanding shares of Presto common stock in exchange for 52,500,000 shares of VTAQ’s common stock, par value $0.0001 per share (“VTAQ Common Stock”), subject to adjustment as explained below (the “Aggregate Base Consideration”).

In addition to the Aggregate Base Consideration, Presto stockholders may be entitled to receive, as additional consideration, and without any action on behalf of VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II or VTAQ’s stockholders, 15,000,000 additional shares of common stock of New Presto (the “Contingent Consideration”), to be issued as follows: (A) 7,500,000 shares of Contingent Consideration, if, during the period from and after the Closing until the third anniversary of the Closing, the volume weighted average price (“VWAP” as defined in the Business Combination Agreement) of New Presto Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and (B) an additional 7,500,000 shares of Contingent Consideration, 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 $15.00 for any 20 trading days within a period of 30 consecutive trading days (such additional shares, the “Contingent Consideration” and together with the Aggregate Base Consideration, the “Merger Consideration”).

Subject to the terms and conditions set forth in the Merger Agreement,

a.      immediately prior to the effective time of the First Merger (the “Effective Time”), (i) each share of Presto preferred stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one share of Presto common stock and (ii) each share of Company Non-Voting Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one share of Presto common stock;

b.      at the Effective Time, each share of Presto common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into such Presto Stockholder’s right to receive, without interest, the number of shares of VTAQ Common Stock equal to the quotient obtained by dividing (i) 52,500,000 by (ii) (A) the fully-diluted number of shares of Presto common stock outstanding immediately prior to the Effective Time minus, if any, (B) any shares of Presto common stock (1) issued or issuable in connection with permitted acquisitions undertaken by the Company prior to the Closing, (2) held in the treasury of the Company or owned by VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II or the Company immediately prior to the Effective Time, and (3) owned by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the Delaware General Corporation Law (the “Exchange Ratio”);

c.      at the Effective Time, each outstanding option to purchase shares of Presto common stock (a “Presto Option”) will be assumed by New Presto and will be converted into (i) an option to acquire common stock of New Presto with the same terms and conditions as applied to the Presto Option immediately prior to the Effective Time (each such option, a “New Presto Option”) and (ii) with respect to each share of Presto common stock subject to such Presto Option immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any. The number of shares underlying such New Presto Option will be determined by multiplying the number of shares of Presto common stock subject to such option immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Presto Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the exchange ratio, which quotient shall be rounded down to the nearest full cent; and

d.      at the Effective Time, each outstanding restricted stock unit (an “RSU”) in respect of shares of Presto common stock (a “Presto RSU”) will be assumed by New Presto and will be converted into (i) an RSU to acquire common stock of New Presto with the same terms and conditions as applied to the Presto Option immediately prior to the Effective Time (each such RSU, a “New Presto RSU”) and (ii) with respect to each share of Presto common stock subject to such Presto RSU immediately prior to the Effective Time, the right to receive a portion of the Contingent Consideration, if any. The number of shares underlying such New Presto RSU will be determined by multiplying the number of shares of Presto common stock subject to such RSU immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares.

Following completion of the Business Combination and assuming no holders of Common Stock underlying the units (the “Public Shares”) sold in the VTAQ IPO (as defined below) elect to redeem their shares, Ventoux Acquisition Holdings LLC (“Ventoux Acquisition”) and Chardan International Investments, LLC (“Chardan Investments” and together with Ventoux Acquisition, the “Sponsors”) together with VTAQ’s officers and directors, the public stockholders, the public rights holders, the PIPE Investment (as defined below) investors and holders of Presto capital stock (the “Presto Equityholders”) will own approximately 5.4%, 2.1%, 1.5%, 14.8% and 76.3% of the outstanding common stock of New Presto, respectively. These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of VTAQ Common Stock as of the record date (the “Record Date”) for the Special Meeting. The approval of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Incentive Plan Proposal, ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of VTAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, Incentive Plan Proposal and the ESPP Proposal will not be presented to the VTAQ stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

VTAQ Common Stock, Units (as defined below), Warrants and Rights (as defined below) are currently listed on Nasdaq under the symbols “VTAQ,” “VTAQU,” “VTAQW” and “VTAQR,” respectively. VTAQ intends to apply to list New Presto common stock and public warrants on Nasdaq under the symbols “PRST” and “PRSTW” respectively, upon the Closing. The Rights will automatically convert into New Presto common stock after the Closing on a 1-for-20 basis. You must own at least 20 Rights in order to receive one New Presto share. New Presto will not have units traded following the Closing.

Pursuant to the certificate of incorporation of VTAQ as of the date hereof (the “Current Charter”), VTAQ is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of its Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of VTAQ’s initial public offering (the “VTAQ IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $12.8 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.20. Public stockholders may elect to redeem their shares regardless whether they vote for, against or abstain on the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate 20% or more of his, her or its shares or, if part of such a group, the group’s shares, of Common Stock included in the Units sold in the VTAQ IPO. Holders of VTAQ’s outstanding Rights and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares and Rights prior to exercising redemption rights with respect to the Public Shares. The Sponsors, officers and directors

have agreed to waive their redemption rights with respect to any shares of VTAQ Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsors own 75.8% of the issued and outstanding shares of VTAQ Common Stock. The Sponsors and the directors and officers of VTAQ have agreed to vote any shares of VTAQ Common Stock owned by them in favor of the Business Combination Proposal.

VTAQ is providing this proxy statement/prospectus and accompanying proxy card to VTAQ stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, VTAQ urges you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the board of directors of VTAQ has unanimously approved and adopted the Merger Agreement and the transactions contemplated therein and unanimously recommends that VTAQ stockholders vote “FOR” adoption and approval of the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposal, “FOR” the Stock Issuance Proposal, “FOR” the PIPE Proposal, “FOR” the Directors Proposal, “FOR” the Incentive Plan Proposal and “FOR” the ESPP Proposal presented to VTAQ stockholders in this proxy statement/prospectus, and “FOR” the Adjournment Proposal. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that the directors and officers of VTAQ have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Each redemption of shares of VTAQ Common Stock by VTAQ public stockholders will decrease the amount in the Trust Account. In connection with a special meeting of stockholders of VTAQ held on June 16, 2022 to extend the date by which VTAQ had to consummate the Business Combination, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption. Following the redemption, VTAQ has 5,567,518 shares of common stock outstanding, consisting of 1,255,018 shares sold in VTAQ’s initial public offering and 4,312,500 privately placed founder shares. Following the redemption, as of June 30, 2022, VTAQ has approximately $12.8 million held in its trust account for the benefit of non-redeeming public shareholders. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of the Business Combination.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting in person on line, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, Incentive Plan Proposal and the ESPP Plan are approved at the Special Meeting. The Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal and satisfaction of other closing conditions.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Business Combination Proposal, “FOR” for the Charter Amendment Proposal, “FOR” for the Governance Proposal, “FOR” the Stock Issuance Proposal, “FOR” the PIPE Proposal, “FOR” the Directors Proposal, “FOR” for the Incentive Plan Proposal, and “FOR” the ESPP Proposal to be presented at the Special Meeting and “FOR” the Adjournment Proposal, if presented. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person on line, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and, if a quorum is present, will have no effect on the Proposals. If you are a stockholder of record and you attend the Special Meeting and wish to vote during the Special Meeting, you may withdraw your proxy and vote during the Special Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER “FOR” OR “AGAINST” THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT VTAQ REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO VTAQ’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of VTAQ’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Edward Scheetz
Chief Executive Officer and Chairman of the
Board of Directors

Ventoux CCM Acquisition Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated August 12, 2022 and is first being mailed to the stockholders of VTAQ on or about August 15, 2022.

Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT
(646) 465-9000

NOTICE OF SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF STOCKHOLDERS
OF VENTOUX CCM ACQUISITION CORP.

To Be Held On September 6, 2022

To the Stockholders of Ventoux CCM Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) of Ventoux CCM Acquisition Corp., a Delaware corporation (“VTAQ,” “we,” “our” or “us”), will be held on September 6, 2022, at 10:00 a.m., Eastern time, via live webcast at the following address http://cstproxy.com/ventouxccm/sm2022. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. VTAQ recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. You are cordially invited to attend the Special Meeting for the following purposes:

Proposal 1. The Business Combination Proposal — to consider and vote on a proposal to adopt and approve (a) the Agreement and Plan of Merger, dated as of November 10, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of April 1, 2022, as further amended by that Second Amendment to Agreement and Plan of Merger, dated as of July 25, 2022 (as amended, the “Merger Agreement”), by and among VTAQ, Ventoux Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of VTAQ (“Ventoux Merger Sub I”), Ventoux Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of VTAQ (“Ventoux Merger Sub II”), and E La Carte, Inc., a Delaware corporation (d/b/a Presto, Inc. “Presto”), pursuant to which (a) Ventoux Merger Sub will merge with and into Presto (the “First Merger”), with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of VTAQ (the “Surviving Corporation”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ (the “Mergers” and the other transactions contemplated by the Merger Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;

Proposal 2. The Charter Amendment Proposal — to consider and vote on a proposal to adopt the proposed amended and restated certificate of incorporation of VTAQ (the “Proposed Certificate of Incorporation”) attached hereto as Annex B (the “Charter Amendment Proposal”);

Proposal 3. The Governance Proposal — to consider and vote, on a non-binding advisory basis, on eight separate governance proposals relating to the following material differences between the Current Charter and the Proposed Certificate of Incorporation (collectively, the “Governance Proposal”):

(A)    to amend the name of VTAQ to “Presto Automation Inc.” from “Ventoux CCM Acquisition Corp.” and remove certain provisions related to VTAQ’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination;

(B)    to increase the authorized shares of (i) Common Stock from 50,000,000 shares to 180,000,000 shares and (ii) preferred stock from 1,000,000 shares to 1,500,000 shares;

(C)    to require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of New Presto entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal New Presto’s bylaws;

(D)    to require, subject to the special rights of the holders of any series of Preferred Stock, that no director may be removed from the New Presto Board except for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock of New Presto entitled to vote generally in the election of directors voting together as a single class;

(E)    to require that unless two-thirds of the New Presto Board approves such an amendment or repeal of the Supermajority Provisions, the vote of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of New Presto entitled to vote generally in the election of directors, voting together as a single class to amend or repeal certain provisions in the Proposed Charter relating to the Supermajority Provisions;

(F)    to require that special meetings of stockholders of New Presto may be called only by the Chairperson of the New Presto Board, the Chief Executive Officer or the New Presto Board acting pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by any other person or persons;

(G)    to classify the New Presto Board into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which such director’s class is up for election or his or her earlier resignation, removal or death, with the term for Class I directors expiring at the annual meeting of stockholders to be held in 2023, the term of the Class II directors expiring at the annual meeting of stockholders to be held in 2024 and the term of the Class III directors expiring at the annual meeting of stockholders to be held in 2025; and

(H)    to require that stockholders of New Presto only act at annual and special meetings of stockholders and not by written consent;

Proposal 4. The Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding VTAQ common stock, $.0001 par value, (“VTAQ Common Stock” or the “Common Stock”) and the resulting change in control in connection with the Business Combination (the “Stock Issuance Proposal”);

Proposal 5. The PIPE Proposal — to consider and vote on a proposal to approve, or the purposes of complying with Nasdaq Rules 5635(d), the issuance of more than 20% of the issued and outstanding Common Stock in the PIPE Investment (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination (the “PIPE Proposal”);

Proposal 6. The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, seven directors to serve staggered terms on the New Presto Board until the 2023, 2024 and 2025 annual meeting stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Directors Proposal,” and, together with Business Combination Proposal, the Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal, the “Condition Precedent Proposals”);

Proposal 7. The Incentive Plan Proposal — to consider and vote on a proposal to approve the 2022 Incentive Award Plan (the “Incentive Plan”), a copy of which is annexed to this proxy statement/prospectus as Annex D, in connection with the Business Combination (the “Incentive Plan Proposal”);

Proposal 8. The Employee Stock Purchase Plan Proposal — to consider and vote on a proposal to approve the 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is annexed to this proxy statement/prospectus as Annex E, in connection with the Business Combination (the “ESPP Proposal”); and

Proposal 9. The Adjournment Proposal — to approve, if necessary, a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve any of the condition precedent proposals or if we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Only holders of record of VTAQ Common Stock at the close of business on August 9, 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of VTAQ stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of VTAQ for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to VTAQ’s Charter, VTAQ is providing VTAQ public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of VTAQ Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less franchise and income taxes payable) of the VTAQ IPO. For illustrative purposes, based on funds in the Trust Account of approximately $12.8 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.20.

Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal.    A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 20% or more of the shares of Common Stock included in the Units sold in VTAQ’s initial public offering (the “VTAQ IPO”). Holders of VTAQ’s outstanding Rights (as defined below) and Units (as defined below) do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the Common Stock underlying the Units sold in the VTAQ IPO (“the Public Shares”) and Rights prior to exercising redemption rights with respect to the Public Shares. Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC (the “Sponsors”), officers and directors have agreed to waive their redemption rights with respect to any shares of VTAQ Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsors own 75.8% of the issued and outstanding shares of VTAQ Common Stock. The Sponsors, directors and officers have agreed to vote any shares of VTAQ Common Stock owned by them in favor of the Business Combination Proposal.

The approval of the Charter Amendment requires the affirmative vote of a majority of the issued and outstanding shares of VTAQ Common Stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of VTAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the VTAQ stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination. VTAQ’s board of directors has already approved the Business Combination.

Each redemption of shares of VTAQ Common Stock by its public stockholders will decrease the amount in the Trust Account. In connection with a special meeting of stockholders of VTAQ held on June 16, 2022 to extend the date by which VTAQ had to consummate the Business Combination, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption. Following the redemption, VTAQ has 5,567,518 shares of common stock outstanding, consisting of 1,255,018 shares sold in VTAQ’s initial public offering and 4,312,500 privately placed founder shares. Following the redemption, as of June 30, 2022, VTAQ has approximately $12.8 million held in its trust account for the benefit of non-redeeming public shareholders. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali at its toll-free number (800) 662-5200 or via email at VTAQ.info@investor.morrowsodali.com.

August 12, 2022

By Order of the Board of Directors

Edward Scheetz
Chief Executive Officer and
Chairman of the Board of Directors

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF VTAQ COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF VTAQ COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF VTAQ COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by VTAQ (File No. 333-263516) (the “Registration Statement”), constitutes a prospectus of VTAQ under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting in lieu of an annual meeting of VTAQ stockholders at which VTAQ stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

VTAQ files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read VTAQ’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting in lieu of an annual meeting, you should contact us by telephone or in writing:

Edward Scheetz
Chief Executive Officer
1 East Putnam Avenue, Floor 4
Greenwich, CT
(646) 465-9000

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor, Morrow Sodali at its toll-free number (800) 662-5200 or via email at VTAQ.info@investor.morrowsodali.com.

If you are a stockholder of VTAQ and would like to request documents, please do so by August 22, 2022 to receive them before the VTAQ special meeting in lieu of an annual meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Presto conducts its business. Presto operates in an industry in which it is difficult to obtain precise industry and market information. Presto has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Presto cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Presto is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “VTAQ” refer to Ventoux CCM Acquisition Corp.

In this document:

“Additional Notes” means the additional Notes, in an aggregate principal amount of up to $25,000,000, that may be issued by New Presto under the Indenture if the holders of a majority in aggregate principal amount of the Notes then outstanding consent in writing to such issuance.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the any of the condition precedent proposals or if we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

“Aggregate Base Consideration” means 52,500,000 shares of VTAQ Common Stock.

“Aggregate Fully Diluted Company Common Shares” means (A) the fully-diluted number of shares of Presto common stock outstanding immediately prior to the Effective Time minus, if any, (B) any shares of Presto common stock (1) issued or issuable in connection with certain permitted acquisitions undertaken by the Company prior to the Closing, (2) held in the treasury of the Company or owned by VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II or the Company immediately prior to the Effective Time, and (3) owned by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the Delaware General Corporation Law.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement entered into between New Presto, the Sponsors, Cleveland Avenue, VTAQ’s directors and officers, the Note Investor and certain Presto Stockholders in connection with the consummation of the Business Combination.

“Amended and Restated Warrant Agreement” means the amended and restated warrant agreement entered into between New Presto, the Sponsors and Continental in connection with the consummation of the Business Combination.

“Board” means the board of directors of VTAQ.

“Business Combination” means the business combination pursuant to the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the Business Combination.

“Cash Interest” means the cash interest on the Notes payable at a rate of 15.0% per annum and payable in cash.

“Chardan” means Chardan Capital Markets, LLC.

“Chardan Investments” means Chardan International Investments, LLC, one of the Sponsors of VTAQ.

“Chardan Marketing Fee” means $6,037,500 currently entitled to Chardan upon the completion of the Business Combination.

“Charter” or “Current Charter” means VTAQ’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on December 23, 2020, as amended on June 16, 2022.

“Charter Amendment Proposal” means the proposal to adopt the Proposed Certificate of Incorporation.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” means VTAQ after the event in which Presto becomes a wholly-owned subsidiary of VTAQ.

“Committee” means a committee of at least two people appointed by the Board to administer the Incentive Plan.

“Continental” means Continental Stock Transfer & Trust Company.

“Contingent Consideration” means 15,000,000 additional shares of the common stock of New Presto to be issued to the securityholders of Presto, contingent on achievement of certain milestones.

“Condition Precedent Proposals” means the Business Combination Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal.

“Conversion Rate” means an initial conversion rate of 86.9565 shares of Common Stock per $1,000 principal amount of Notes.

“Convertible Note Subscription Agreement” means the convertible note subscription agreement VTAQ entered into with an institutional accredited investor, dated as of November 10, 2021, as amended and restated on July 25, 2022.

“Convertible Notes Conversion” means the cancellation or conversion of all Presto convertible notes outstanding immediately prior to the Effective Time into (i) the right to receive the applicable portion of the Common Stock of the combined entity equal to (A) the Exchange Ratio, multiplied by (B) the number of shares of Presto common stock or the number of shares of Presto common stock into which the Presto preferred stock converts issuable pursuant to such Presto convertible note immediately prior to the Effective Time.

“Debt PIPE Investment” means the sale of $25,000,000 in aggregate principal amount of Notes to close in connection with the Closing, and an aggregate of 1,500,000 warrants in a private placement to close immediately prior to or substantially concurrently with the Closing.

“DGCL” means the Delaware General Corporation Law.

“Directors Proposal” means the proposal to elect, effective as of the consummation of the Business Combination, seven directors to serve staggered terms on the New Presto Board until the 2023, 2024 and 2025 annual meeting stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“Effective Time” means the time at which the Business Combination became effective pursuant to its terms.

“Equity PIPE Investment” means the sale of an aggregate of 7,667,437 shares of common stock for an aggregate consideration of $60,000,000 in private placements to close immediately prior to or substantially concurrently with the Closing.

“ESPP” means the 2022 Employee Stock Purchase Plan.

“ESPP Proposal” means the proposal to approve the ESPP.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient obtained by dividing (a) 52,500,000 by (b) the number of Aggregate Fully Diluted Company Common Shares.

“Extension Period” means, if so elected, the election by VTAQ to extend the date to consummate a business combination for an additional three months from September 30, 2022 to December 30, 2022.

“First Merger” means the merger pursuant to which Ventoux Merger Sub will merge with and into Presto.

“First Milestone Contingent Consideration” means 7,500,000 shares of New Presto Common Stock, in the aggregate, if at any time prior to or as of the third anniversary of the Closing, the VWAP of VTAQ Common Stock equals or exceeds $12.50 for any 20 Trading Days within any 30 Trading Day period.

“Founders Shares” means the outstanding shares of our Common Stock held by the Sponsors, our directors and affiliates of our management team since December 23, 2020.

“Fundamental Change” A “Fundamental Change” will be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a)     a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than us, our wholly owned subsidiaries and our and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the voting power of our common equity and has filed a Schedule TO (or any successor schedule, form or report) or any schedule, form or report under the Exchange Act that discloses such fact, unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act; provided that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange under such offer;

(b)     the consummation of (A) any recapitalization, reclassification or change of our Common Stock (other than changes resulting from a subdivision or combination) as a result of which our Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of us pursuant to which our common stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one of our wholly owned subsidiaries; provided, however, that neither (i) a transaction described in clause (A) or clause (B) in which the holders of all classes of our Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Stock of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction nor (ii) any merger of the Company solely for the purpose of change its jurisdiction of incorporation that results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity shall, in each case, be a Fundamental Change pursuant to this clause (b);

(c)     our stockholders approve any plan or proposal for the liquidation or dissolution of us; or

(d)    our Common Stock ceases to be listed or quoted on any of The New York Stock Exchange or The NASDAQ Stock Market, and is not listed or quote on either such exchange one trading day following such event.

A transaction or transactions described in clause (a) or clause (b) above will not constitute a fundamental change, however, if at least 90% of the consideration received or to be received by our common stockholders, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange or the Nasdaq Stock Market or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights.

“Governance Proposal” means the eight separate governance proposals relating to the material differences between the Current Charter and the Proposed Certificate of Incorporation.

“Incentive Plan” means the 2022 Incentive Award Plan.

“Incentive Plan Proposal” means the proposal to approve the Incentive Award Plan.

“Indenture” means the indenture governing the Notes.

“ISOs” means incentive stock options.

“Mandatory Conversion” means VTAQ’s option to convert the Notes in whole but not in part at any time on or after the first anniversary of the issuance of the Notes until the second business day prior to maturity.

“Mergers” means the First Merger and Second Merger.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 10, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of April 1, 2022, as further amended by that Second Amendment to Agreement and Plan of Merger, dated as of July 25, 2022, by and among VTAQ, Ventoux Merger Sub I, Ventoux Merger Sub II and Presto.

“Merger Consideration” means the Contingent Consideration together with the Aggregate Base Consideration.

“Merger Consideration Shares” means the 52,500,000 shares of Common Stock, subject to adjustment in accordance with the Merger Agreement, to be issued as part of the consideration for the Business Combination.

“Minimum Cash Condition” means an aggregate cash amount of at least $65,000,000 available at Closing from the Trust Account and PIPE Investors.

“Note Investor” means, collectively, certain institutional accredited affiliates of Silver Rock Capital Partners LP purchasing the Notes and the Note Financing Warrants in the Debt PIPE Investment.

“New Presto” means VTAQ after the event in which Presto becomes a wholly-owned subsidiary of VTAQ and VTAQ changes its name to Presto Automation Inc.

“New Presto Board” means the board of directors of Presto Automation Inc. following the Business Combination.

“New Presto’s Bylaws” means the bylaws of New Presto.

“New Presto Common Stock” means the common stock of New Presto, $0.0001 par value per share.

“New Presto Option” means an option to acquire common stock of New Presto with the same terms and conditions as applied to the Presto Option immediately prior to the Effective Time.

“New Presto RSU” means a restricted stock unit in respect of common stock of New Presto with the same terms and conditions as applied to the Presto RSU immediately prior to the Effective Time.

“Notes” means the $25,000,000 in aggregate principal amount of Notes sold in connection with the Debt PIPE Investment, and, if issued, the Additional Notes.

“Note Financing Warrants” mean the aggregate of 1,500,000 warrants sold connection with the Debt PIPE Investment.

“PCAOB” means Public Company Accounting Oversight Board.

“PIK Interest” means the interest on the Notes paid at a rate of 5.0% per annum and payable in kind.

“PIPE Investment” refers to the Equity PIPE Investment and Debt PIPE Investment.

“PIPE Proposal” means the proposal to approve, for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued and outstanding Common Stock in the PIPE Investment (as defined in the accompanying proxy statement/prospectus).

“Preferred Stock” means 1,000,000 shares of preferred stock, par value $0.0001 per share, of the 51,000,000 total number of authorized shares of all classes of capital stock.

“Preferred Stock Conversion” means the conversion of each share of Presto Series A preferred stock, Series AA-1 preferred stock, Series AA-2 preferred stock, Series B preferred stock, Series B-1 preferred stock, Series C preferred stock and Series C-1 preferred stock issued and outstanding immediately prior to the Effective Time upon the effective time of the Merger.

“Presto” means E La Carte, Inc., a Delaware corporation, prior to the Business Combination.

“Presto Board” means the board of directors of Presto prior to the Business Combination.

“Presto Equityholders” refers to the holders of equity interests in Presto as of the time immediately before the Business Combination.

“Presto Option” means each outstanding option to purchase shares of Presto common stock.

“Presto RSU” means each outstanding restricted stock unit in respect of Presto common stock.

“Pro Rata Contingent Consideration Portion” means, (A) in the case of a holder of outstanding shares of Presto common stock as of immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the number of Merger Consideration Shares into which such holder’s shares of Presto common stock are converted into in accordance with the Merger Agreement (including shares issued in connection with the conversion of Presto convertible notes), divided by (ii) the sum of (x) the total number of Merger Consideration Shares into which such holder’s shares of Presto common stock are converted into in accordance with the Merger Agreement (including shares issued in connection with the conversion of Presto convertible notes), plus (y) the total number of shares of VTAQ Common Stock issued or issuable upon the exercise of all Presto warrants and options and on settlement of the Presto RSUs as of immediately following the Effective Time (whether vested or unvested, and on a cash exercise basis ) (the “Earnout Denominator”), and (B) in the case of a holder of outstanding Presto warrants, options or RSUs (whether unvested or unvested) as of immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the number of shares of Presto common stock issued or issuable upon the exercise of such holder’s warrants, options or RSUs, as applicable (whether vested or unvested, on a cash exercise basis), divided by (ii) the Earnout Denominator, in each case, with such adjustments to give effect to rounding as Presto may determine in its sole discretion, provided, however, that in no event shall the aggregate Pro Rata Contingent Consideration Portion exceed 100%.

“Proposals” means the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, the ESPP Plan Proposal and the Adjournment Proposal.

“Proposed Certificate of Incorporation” or “Proposed Charter” means the proposed certificate of incorporation of the Company to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.

“Public Shares” means Common Stock underlying the Units sold in the VTAQ IPO.

“Public Warrants” means the warrants issued in the VTAQ IPO, each of which entitles the holder to purchase one-half (1/2) of a share of Common Stock, initially at an exercise price of $11.50 per share and as subsequently adjusted to an exercise price of $8.21 per share as further described herein.

“Record Date” means the date that is the close of business on August 9, 2022.

“Redemption” means the right of the holders of Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Statement” means the Form S-4 filed with the SEC by VTAQ (File No. 333-263516).

“Rights” means the rights issued in the VTAQ IPO, each of which entitles the holder thereof to receive one-twentieth (1/20) of a share of Common Stock upon consummation of our initial business combination.

“RSUs” means restricted stock units.

“SARs” means stock appreciation rights.

“Second Merger” means the merger immediately following the First Merger between the Surviving Corporation and Ventoux Merger Sub II.

“Second Milestone Contingent Consideration” means 7,500,000 shares of New Presto Common Stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, the VWAP of VTAQ Common Stock equals or exceeds $15.00 over any 20 Trading Days.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting in lieu of an annual meeting of the stockholders of VTAQ, to be held on September 6, 2022, at 10:00 a.m., Eastern time, via live webcast at the following address http://cstproxy.com/ventouxccm/sm2022.

“Sponsors” means Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC.

“Sponsors’ Contingent Consideration” means the Founders Shares subject to vesting and forfeiture provisions as set forth in the Sponsor Agreement based on the number of public shares redeemed at the Closing.

“Stock Issuance Proposal” means the proposal to approve, for purposes of complying with Nasdaq Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Common Stock and the resulting change in control in connection with the Business Combination.

“Subscription Agreements” means the Convertible Note Subscription Agreement and the Equity Subscription Agreements.

“Supermajority Provisions” means provisions in the Proposed Charter relating to (i) the powers, privileges, rights, qualifications, limitations and restrictions of New Presto preferred stock, (ii) New Presto’s Board structure, (iii) the limited liability of New Presto directors, (ii) the process to amend New Presto’s Bylaws, (iii) stockholder meetings, (iv) forum selection, (v) corporate opportunity, (vi) severability of provisions in the Proposed Charter and (vii) indemnification.

“Surviving Corporation” means the surviving entity following the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of VTAQ.

“Truist Securities” means Truist Securities, Inc.

“Trust Account” means the Trust Account of VTAQ, which holds the net proceeds of the VTAQ IPO and the sale of the private units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

“Unit” means a unit consisting of one share of Common Stock, one warrant to purchase one-half (1/2) of a share of Common Stock and one right to receive one-twentieth (1/20) of a share of Common Stock.

“Ventoux Acquisition” means Ventoux Acquisition Holdings LLC.

“Ventoux Merger Sub I” means Ventoux Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of VTAQ.

“Ventoux Merger Sub II” means Ventoux Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of VTAQ.

“VTAQ” means Ventoux CCM Acquisition Corp.

“VTAQ Common Stock” or “Common Stock” means the common stock of VTAQ, $0.0001 par value per share.

“VTAQ IPO” means VTAQ’s initial public offering.

“VWAP” means volume weighted average price.

“Warrant Exercise” means either the cancellation or conversion of all Presto Warrants then outstanding into shares of New Presto Common Stock.

“William Blair” means William Blair & Company, L.L.C.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed Business Combination, the anticipated benefits of the proposed Business Combination, and the financial condition, results of operations, earnings outlook and prospects of VTAQ, Presto and New Presto. Investors should note that on April 8, 2021, the staff of the SEC issued a public statement entitled “SPACs, IPOs and Liability Risk under the Securities Laws,” in which the SEC staff indicated that there is uncertainty as to the availability of the safe harbor under these Sections in connection with a SPAC merger. In addition, any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and revenue projections), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on projections prepared by, and are the responsibility of, Ventoux’s and Presto’s management teams.

Factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of VTAQ and Presto prior to the Business Combination, and New Presto following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can VTAQ or Presto assess the impact of all such risk factors on the business of VTAQ and Presto prior to the Business Combination, and New Presto following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to VTAQ or Presto or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. VTAQ and Presto prior to the Business Combination, and New Presto following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of VTAQ stockholders. The following questions and answers do not include all the information that is important to stockholders of VTAQ. We urge the stockholders of VTAQ to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q.     Why am I receiving this proxy statement/prospectus?

A.     VTAQ stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. VTAQ has entered into the Merger Agreement by and among VTAQ, Ventoux Merger Sub I, Ventoux Merger Sub II, and Presto, pursuant to which (a) Ventoux Merger Sub will merge with and into Presto (the First Merger), with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of VTAQ (the Surviving Corporation) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Ventoux Merger Sub II (the Second Merger), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ.

Pursuant to the Merger Agreement, VTAQ has agreed to acquire all of the outstanding shares of Presto common stock in exchange for 52,500,000 shares of VTAQ’s common stock, par value $0.0001 per share (“VTAQ Common Stock”), subject to adjustment as explained below (the “Aggregate Base Consideration”). In addition to the Aggregate Base Consideration, Presto stockholders may be entitled to receive, as additional consideration, and without any action on behalf of VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II or VTAQ’s stockholders, 15,000,000 additional shares of common stock of New Presto (the “Contingent Consideration”), to be issued as follows: (A) 7,500,000 shares of Contingent Consideration, if, during the period from and after the Closing until the third anniversary of the Closing, the Volume Weighted Average Price (“VWAP” as defined in the Business Combination Agreement) of New Presto Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and (B) an additional 7,500,000 shares of Contingent Consideration, 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 $15.00 for any 20 trading days within a period of 30 consecutive trading days (such additional shares, the “Contingent Consideration” and together with the Aggregate Base Consideration, the “Merger Consideration”).

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important.    You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are proposals on which VTAQ stockholders are being asked to vote.

Proposal 1. The Business Combination Proposal — to consider and vote on a proposal to adopt and approve the Merger Agreement, by and among VTAQ, Ventoux Merger Sub, Ventoux Merger Sub II and Presto, pursuant to which (a) the First Merger will occur, with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as the Surviving Corporation and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will consummate the Second Merger, with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ (the Business Combination and Business Combination Proposal). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;

Proposal 2. The Charter Amendment Proposal — to consider and vote on a proposal to adopt the proposed amended and restate certificate of incorporation of VTAQ (the “Proposed Certificate of Incorporation”) attached hereto as Annex B (the “Charter Amendment Proposal”);

Proposal 3. The Governance Proposal — to consider and vote, on a non-binding advisory basis, on eight separate governance proposals relating to the following material differences between the Current Charter and the Proposed Certificate of Incorporation (collectively, the “Governance Proposal”):

(A)    to amend the name of VTAQ to “Presto Automation Inc.” from “Ventoux CCM Acquisition Corp.” and remove certain provisions related to VTAQ’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination;

(B)    to increase the authorized shares of (i) Common Stock from 50,000,000 shares to 180,000,000 shares and (ii) preferred stock from 1,000,000 shares to 1,500,000 shares;

(C)    to require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of New Presto entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal New Presto’s bylaws;

(D)    to require, subject to the special rights of the holders of any series of Preferred Stock, that no director may be removed from the New Presto Board except for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock of New Presto entitled to vote generally in the election of directors voting together as a single class;

(E)    to require that unless two-thirds of the New Presto Board approves such an amendment or repeal of the Supermajority Provisions, the vote of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of New Presto entitled to vote generally in the election of directors, voting together as a single class to amend or repeal certain provisions in the Proposed Charter relating to the Supermajority Provisions;

(F)    to require that special meetings of stockholders of New Presto may be called only by the Chairperson of the New Presto Board, the Chief Executive Officer or the New Presto Board acting pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by any other person or persons;

(G)    to classify the Board of New Presto into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Each director shall hold office for a three-year term or until the next annual meeting of stockholders at which such director’s class is up for election or his or her earlier resignation, removal or death, with the term for Class I directors expiring at the annual meeting of stockholders to be held in 2023, the term of the Class II directors expiring at the annual meeting of stockholders to be held in 2024 and the term of the Class III directors expiring at the annual meeting of stockholders to be held in 2025; and

(H)    to require that stockholders of New Presto only act at annual and special meetings of stockholders and not by written consent.

Proposal 4. The Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with Nasdaq Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding VTAQ common stock, $0.0001 par value, (the “Common Stock”) and the resulting change in control in connection with the Business Combination (the “Stock Issuance Proposal”);

Proposal 5. The PIPE Proposal — to consider and vote on a proposal to approve, for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued and outstanding Common Stock in the PIPE Investment (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination (the “PIPE Proposal”);

Proposal 6. The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, seven directors to serve staggered terms on the New Presto Board until the 2023, 2024 and 2025 annual meeting stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Directors Proposal,” and, together with Business Combination Proposal, the Stock Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal and the ESPP Proposal, the “Condition Precedent Proposals”);

Proposal 7. The Incentive Plan Proposal — to consider and vote on a proposal to approve the 2022 Incentive Award Plan (the “Incentive Plan”), a copy of which is annexed to this proxy statement/prospectus as Annex D, in connection with the Business Combination (the “Incentive Plan Proposal”);

Proposal 8. The Employee Stock Purchase Plan Proposal — to consider and vote on a proposal to approve the 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is annexed to this proxy statement/prospectus as Annex E, in connection with the Business Combination (the “ESPP Proposal”); and

Proposal 9. The Adjournment Proposal — to approve, if necessary, a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve any of the condition precedent proposals or if we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposal or the Stock Issuance Proposal, the Directors Proposal, the Incentive Plan Proposal or the ESPP Proposal (the “Adjournment Proposal”).

Q:     Are the proposals conditioned on one another?

A:     Unless the Business Combination Proposal is approved, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the stockholders of VTAQ at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If VTAQ does not consummate the Business Combination and fails to complete an initial business combination by September 30, 2022 or the Extension Period, if VTAQ elects to extend the deadline to consummate the Business Combination, VTAQ will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders. VTAQ may, without another stockholder vote, extend the date to consummate a business combination for an additional three months from September 30, 2022 to December 30, 2022 (the “Extension Period”).

Q:     What is Presto?

A:     Presto, a Delaware corporation headquartered in San Carlos, California, seeks to overlay next-generation digital solutions onto the approximately three trillion dollar hospitality industry given the hospitality industry’s current primarily analog nature and substantial reliance on labor. At present, Presto is focused on the restaurant industry. Since its founding in 2008, Presto has shipped over 250,000 enterprise-grade digital solution systems to the restaurant hospitality industry. Presto leverages decades of deep domain experience to build a technology platform that digitizes on-premise restaurant dining rooms and drive-throughs to maximize restaurant profitability and enhance the guest dining experience. Presto offers a range of Touch, Vision and Voice products to restaurants.

•        Touch — Presto’s Touch products enable self-serve ordering, payment processing, customer (frequently referred to as logos herein) personalization, and gaming experiences. Presto’s latest product, Presto Flex, is an all-in-one tablet that can be deployed for a variety of applications, including serving as a tabletop device, self-serve kiosk or handheld device. Presto Flex offers Wi-Fi and LTE connectivity while weighing 25% less than an iPad with three times the battery capacity of comparable tablets. A.I. technology provides speech recognition that allows automated voice ordering by both guests and staff. Presto Flex’s front and rear cameras enable coupon scanning. Presto Flex hosts a wide range of payment options and is compliant with Payment Card Industry Data Security Standards (“PCI-DSS”). On average, Presto Flex eliminates 65% of point of sale trips increasing tables serviced and tips per server.

•        Vision — Presto’s AI-powered computer vision application provides real-time error detection, visual order tracking capabilities, and repeat guest identification. Presto Vision uses strategically located cameras and powerful artificial intelligence (“AI”) algorithms to offer unique real-time insights to restaurant operations and analytics. Presto’s next generation technology quickly identifies dropouts in drive-through lines, repeat customers, errors during food preparation, and missing items in the packing process. Vision’s smart analytics promotes items with short preparation times when queues are long and notifies managers to deploy line-busting tablets when drive-through wait times or abandonment rates

are high. The Vision product also helps boost order accuracy in the restaurant hospitality industry by deploying its technology to kitchens, which allows management to monitor whether orders going out the door are substantially accurate.

•        Voice — Presto’s speech recognition technology offers guests voice-based ordering in the drive-through and other restaurant settings. Presto’s Voice product takes orders using automated A.I. that frees up staff by automatically transmitting orders to the restaurant’s POS system. Voice technology enables faster transactions and improved order accuracy by eliminating human order taking. The Voice product also increases check sizes with automatic upselling and cross-selling functionality.

Q:     What will happen in the Business Combination?

A:     At the Closing, (a) the First Merger will occur, with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as the Surviving Corporation and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will consummate the Second Merger, with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by VTAQ’s public stockholders and the proceeds from the PIPE Investment will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What equity stake will current stockholders of VTAQ and Presto Equityholders hold in New Presto after the Closing?

A:     The following table illustrates varying ownership levels in New Presto at the Closing, assuming no redemptions by VTAQ’s public stockholders and the maximum redemptions by VTAQ’s public stockholders that would still result in satisfaction of the Minimum Cash Condition as described elsewhere in this proxy statement/prospectus. For purposes of calculating the redemption scenarios, the trust value date is as of June 30, 2022.

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(1)      Assumes that holders of all 1,255,018 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $12.8 million held in trust as of June 30, 2022 and a redemption price of $10.20 per share).

(2)      Based on shares of Presto capital stock outstanding as of July 25, 2022, an estimated 45,339,156 shares of New Presto Common Stock would be issued to Presto Stockholders (including Presto Stockholders that will vest in connection with the Business Combination) at Closing based on an illustrative Exchange Ratio under the Merger Agreement of approximately 0.8404 shares of New Presto common stock for each share of Presto common stock. The actual Exchange Ratio will be calculated based on Presto’s outstanding capital stock as of immediately prior to the Effective Time.

(3)      Excludes up to 15,000,000 shares of New Presto Common Stock that may be issued as Contingent Consideration.

(4)      Includes Founder Shares that will be part of Sponsor Earnout and remain subject to forfeiture prior to vesting but over which Sponsor will be able to exercise voting authority.

(5)     Excludes 8,625,000 shares of common stock issuable upon exercise of Public Warrants, 6,075,000 shares issuable upon exercise of the private placement warrants after the Closing, 2,173,913 shares issuable upon the conversion of the Notes (assuming a conversion price of $11.50 and a conversion rate of 86.9565 shares of Common Stock per $1,000 principal amount of Notes) and which may increase to 4,347,826 shares issuable upon conversion of the Notes, if the

Additional Notes are issued, as described herein, and 1,500,000 shares issuable upon exercise of the Note Financing Warrants. Also excludes shares of New Presto Common Stock that will be available for issuance under the Incentive Plan and under the ESPP.

The share numbers set forth above do not take into account the Contingent Consideration that may become payable in accordance with the terms of the Merger Agreement or the issuance of any shares following completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D, or under the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex E. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

Q.     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of VTAQ’s of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal. The Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal. In addition, the consummation of the Business Combination is conditioned upon, among other things, VTAQ having an aggregate cash amount of at least $65,000,000 available at Closing from the Trust Account and PIPE Investors (the “Minimum Cash Condition”) and that the common stock of New Presto be approved for listing on Nasdaq. Furthermore, the closing of the Debt PIPE Investment is contingent on New Presto having at least $45,000,000 in unrestricted cash and cash equivalents on its balance sheet as of the Closing Date. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement.”

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     VTAQ Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, the Minimum Cash Condition. VTAQ intends to notify VTAQ Stockholders by press release promptly if it becomes aware that Presto has waived this condition. In addition, with fewer public shares and public stockholders, the trading market for New Presto Common Stock may be less liquid than the market for VTAQ’s common stock was prior to consummation of the Business Combination and New Presto may not be able to meet the listing standards for the Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Presto’s business will be reduced. In connection with a special meeting of stockholders of VTAQ held on June 16, 2022 to extend the date by which VTAQ had to consummate the Business Combination, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption. Following the redemption, VTAQ has 5,567,518 shares of common stock outstanding, consisting of 1,255,018 shares sold in VTAQ’s initial public offering and 4,312,500 privately placed founder shares. Following the redemption, as of June 30, 2022, VTAQ has approximately $12.8 million held in its trust account for the benefit of non-redeeming public shareholders. The proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which VTAQ’s public stockholders exercise the maximum allowed redemption rights.

The table below presents the trust value per share to a Public Stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Cash Condition

in the Merger Agreement. For purposes of calculating the redemption scenarios, the trust value date as of June 30, 2022 is used because such date is the last day of the most recent fiscal year end of Presto. This trust value per share includes the per share cost of the Chardan’s marketing fee.

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(1)      The maximum redemption scenario assumes all 1,255,018 public shares of VTAQ common stock are redeemed for the proceeds in the Trust Account. Accordingly, the Trust Value per Share of non-redeeming stockholders is not applicable in the maximum redemption scenario.

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming Public Stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Cash Condition in the Merger Agreement. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all Public Warrants and the private placement warrants, (ii) the issuance of 7,667,437 shares of New Presto Common Stock in the Equity PIPE Investment, and (iii) the issuance of 45,339,156 shares to Presto equity holders, but excludes (x) Note Financing Warrants, (y) the conversion of the Notes at the Conversion Price and (z) shares of New Presto Common Stock that will be available for issuance under the Incentive Plan and under the ESPP. For purposes of calculating the redemption scenarios, the trust value date as of June 30, 2022 is used because such date is the last day of the most recent fiscal year end of Presto.

The Chardan Marketing Fee (as defined below) in connection with the IPO will be paid to the underwriters only on completion of the Business Combination. The Chardan Marketing Fee is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the Chardan Marketing Fee as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption

scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Cash Condition in the Merger Agreement. For purposes of calculating the redemption scenarios, the trust value date as of June 30, 2022 is used because such date is the last day of the most recent fiscal year end of Presto.

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(1)      The maximum redemption scenario assumes all 1,255,018 public shares of VTAQ common stock are redeemed for the proceeds in the Trust Account. Accordingly, each of the advisory fees disclosed as a percentage of cash left in the Trust Account following redemptions is not applicable in the maximum redemption scenario.

Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination.

Q:     Why is VTAQ providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter, VTAQ must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of VTAQ’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, VTAQ has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, VTAQ is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the closing of its Business Combination.

Q:     Are there any arrangements to help ensure that VTAQ will have sufficient funds, together with the proceeds in its Trust Account, to fund the Aggregate Purchase Price?

A:     Yes. VTAQ entered into certain new and amended and restated equity subscription agreements (the “Equity Subscription Agreements”) each dated as of July 25, 2022, 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 7,667,437 shares of common stock for an aggregate consideration of $60.0 million. Of 14 Equity Subscription Agreements, 11, representing a total investment of $6.9 million, were entered into by current Presto investors and directors and officers, such as Rajat Suri, the Chief Executive of Officer of Presto, and entities affiliated with Krishna K. Gupta and Ilya Golubovich, each of whom is expected to serve as a director of New Presto. The remaining Equity Subscription Agreements representing a total investment of $53.1 million were entered into with investors

that are unaffiliated with VTAQ, the Sponsors, Presto or any of their affiliates, which includes a $50 million investment from an affiliate of Cleveland Avenue, LLC (“Cleveland Avenue”) at an effective price per share of $7.14. The effective price per share of Cleveland Avenue’s investment takes into account (i) the subscription for 6,593,687 shares of New Presto Common Stock for an aggregate purchase price of $50 million and (ii) the transfer of 406,313 Founder Shares by the Sponsors to Cleveland Avenue for nominal consideration. As a result of the effective price per share of the Cleveland Avenue investment, the exercise price of our Public Warrants will be reduced from $11.50 per share to $8.21 per share pursuant to the terms of the Warrant Agreement. Each of the previously outstanding subscription agreements executed by the Company with certain accredited investors on November 10, 2021 that were not amended and restated were cancelled. The Equity Subscription Agreements provide that VTAQ (or its successor) must file a registration statement with the Securities and Exchange Commission (the “SEC”) to register the resale of the subscribed common stock no later than 30 days after the Closing Date. In connection with the execution and delivery of the Equity Subscription Agreements, the Sponsors agreed to transfer, or cause to be transferred, 1,088,813 Founder Shares to certain of the subscribers. VTAQ has agreed that these Founder Shares will be included in the registration statement referenced above.

In addition, VTAQ also entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement” and, together with the Equity Subscription Agreements, the “Subscription Agreements”), dated as of November 10, 2021, as amended and restated on July 25, 2022, with an institutional accredited investor, pursuant to which, among other things, VTAQ agreed to issue and sell, in a private placement to close immediately prior to the Closing, $25,000,000 in aggregate principal amount of Notes and an aggregate of 1,500,000 warrants (the “Note Financing Warrants”). In connection with the execution and delivery of the Convertible Note Subscription Agreement, the Sponsors agreed to transfer, or cause to be transferred, 600,000 Founder Shares to a fund managed by such investor at the Closing. VTAQ is obligated to register (i) the Notes and (ii) the shares issuable upon conversion of the Notes. VTAQ agreed that, after the consummation of the Business Combination, New Presto will file with the SEC a registration statement registering the resale of the shares of common stock issuable upon conversion of the Notes. See the section entitled “Summary of the Proxy Statement/Prospectus — The PIPE Investments” for additional information about the Subscription Agreements.

To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

Q:     How many votes do I have at the Special Meeting?

A:     VTAQ stockholders are entitled to one vote at the Special Meeting for each share of VTAQ Common Stock held of record as of August 9, 2022, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 5,567,518 outstanding shares of VTAQ Common Stock.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding VTAQ Common Stock as of the Record Date. Accordingly, a VTAQ stockholder’s failure to vote by proxy or to vote in person on line at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The approval of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Incentive Plan Proposal, ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of VTAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. A VTAQ stockholder’s failure to vote by proxy or to vote in person on line at the Special Meeting will not be counted towards the number of shares of VTAQ Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Assuming that the 4,312,500 shares of the VTAQ Common Stock held by the VTAQ Sponsors and initial stockholders are voted in favor of the Business Combination and each of the Proposals, no other shares are needed to be present to meet a quorum and no other shares are needed to vote in favor of any of the proposals in order to approve the proposals.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the VTAQ stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

Q:     What constitutes a quorum at the Special Meeting?

A:     Holders of a majority of the voting power of VTAQ Common Stock issued and outstanding who are entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the Record Date, 2,783,760 shares of VTAQ Common Stock would be required to achieve a quorum.

Q:     How will the Sponsors and directors and officers of VTAQ vote?

A:     The Sponsors, as VTAQ’s initial stockholders, have each agreed to vote their Founders Shares (as well as any Public Shares purchased during or after the VTAQ IPO) in favor of the Business Combination. Likewise, VTAQ’s directors and officers have agreed to vote the shares held by them in favor of the Business Combination. Accordingly, it is almost certain that the necessary stockholder approval will be received.

Q:     What interests do VTAQ’s current officers and directors have in the Business Combination?

A:     The Sponsors, members of VTAQ’s Board and VTAQ’s executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

•        unless VTAQ consummates an initial business combination, VTAQ’s officers, directors and Sponsors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the VTAQ IPO and the private placement that occurred simultaneously with the IPO not deposited in the Trust Account;

•        upon the completion of the Business Combination, Chardan Capital Markets, LLC (“Chardan”), who acted as VTAQ’s underwriters in the IPO and is an affiliate of one of our Sponsors, will be entitled to a marketing fee of $6,037,500 (the “Chardan Marketing Fee”). Additionally, Jefferies LLC will receive $4,000,000 in fees in connection with certain financial advisory services provided to Presto and VTAQ. William Blair & Company, L.L.C. (“William Blair”), Truist Securities, Inc. (“Truist Securities”) and Chardan will also be entitled to receive approximately $6.7 million, $1.0 million and $0.8 million, respectively, in placement agent fees, which amounts are calculated based on the amounts raised in the PIPE Investment and the amount remaining in the Trust Account after redemptions. The placement agent fees disclosed herein to William Blair, Truist Securities and Chardan assume no redemptions. If we were to fail to complete a business combination by September 30, 2022 or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, none of the above banks would receive their expected compensation for their respective roles as underwriters, financial advisors and placement agents, as applicable. Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination. Mr. Grossman is the President of Chardan and Mr. Weil is Managing Director and Co-Head of Fintech Investment Banking at Chardan.

•        our Sponsors, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC own 2,728,875 Founders Shares and 1,493,625 Founders Shares, respectively. Mr. Grossman is the managing member of Chardan International Investments, LLC and Chardan International Investments, LLC is an affiliate of Chardan Capital Markets, LLC. Cindat USA LLC, an entity affiliated with one of our

directors, and three of our other directors each own 22,500 Founder Shares. All of the Founders Shares will become worthless if an initial business combination is not completed by September 30, 2022 or the Extension Period, if VTAQ elects to extend the deadline to consummate the Business Combination.

•        with certain limited exceptions, the Founders Shares will not be transferred, assigned, sold or released from escrow until eighteen months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;

•        depending on the number of public shares redeemed at the Closing, certain of the Founders Shares will be subject to vesting and forfeiture provisions: (i) the first 25% of the unvested Founder Shares owned by the Sponsors shall vest at such time as a $12.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of the unvested Founder Shares owned by the Sponsors shall vest at such time as a $15.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date, (iii) the next 25% of the unvested Founder Shares owned by the Sponsors shall vest at such time as a $20.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of the unvested Founder Shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date. For the avoidance of doubt, if the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the unvested Founder Shares shall not vest and shall be automatically forfeited and cancelled for no consideration. Notwithstanding the foregoing, in the event of a change of control, any unvested Founder Shares shall automatically vest. The applicable “Stock Price Level” will be considered achieved only when the VWAP of VTAQ’s Common Stock quoted on the NASDAQ is greater than or equal to the applicable threshold for any 40 Trading Days within any 60 Trading Day period. The Stock Price Levels will be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting VTAQ’s Common Stock after the date of the Merger Agreement.

•        the fact that the Sponsors paid an aggregate of $25,000 for their Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

•        the fact that the Sponsors and VTAQ’s current officers and directors have agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.

These interests may influence VTAQ’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. For further details on the interests of the Sponsors, members of the Board and its executive officers have interests in the Business Combination, see the section entitled “The Business Combination Proposal — Interests of VTAQ’s Directors and Officers in the Business Combination” of this proxy statement/prospectus.

Q:     What happens if I sell my shares of Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Pursuant to the Current Charter, if the Business Combination Proposal is not approved and VTAQ does not otherwise consummate an alternative business combination by September 30, 2022, or the Extension Period

if VTAQ elects to extend the deadline to consummate the Business Combination, VTAQ will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:     Do I have redemption rights?

A:     Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with VTAQ’s Charter. As of June 30, 2022, based on funds in the Trust Account of approximately $12.8 million, this would have amounted to approximately $10.20 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of VTAQ Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to VTAQ’s transfer agent prior to the Special Meeting. See the section entitled “Special Meeting of VTAQ Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     How do the VTAQ public warrants differ from the VTAQ private placement warrants, and what are the related risks for any VTAQ public warrant holders post Business Combination?

A:     The VTAQ private placement warrants (including the shares of VTAQ Common Stock issuable upon exercise of the VTAQ private placement warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions, to VTAQ’s officers and directors and other persons or entities affiliated with VTAQ Sponsors), and they will not be redeemable (except as described under “Description of New Presto Securities — Warrants”) so long as they are held by the initial purchasers of the VTAQ private placement warrants or their or its permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the VTAQ private placement warrants on a cashless basis. In addition, holders of the private placement warrants have agreed to waive the impact of the anti-dilution provision in the Warrant Agreement on the private placement warrants caused by Cleveland Avenue’s investment. Otherwise, the VTAQ private placement warrants have terms and provisions that are identical to those of the VTAQ public warrants, including as to exercisability and exercise period. If the VTAQ private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the VTAQ private placement warrants will be redeemable by VTAQ (or New Presto after the consummation of the Business Combination) in all redemption scenarios and exercisable by the holders on the same basis as the VTAQ public warrants.

         In connection with the consummation of the Business Combination, New Presto will assume the VTAQ Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each VTAQ warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a New Presto Warrant. Each New Presto Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding VTAQ warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

         Public warrant holders should understand the following risks relating to the public warrants following the Business Combination:

•        public warrant holders will only be able to exercise their warrants on a “cashless basis” if New Presto does not maintain a current and effective prospectus relating to the shares of New Presto Common Stock issuable upon exercise of the warrants;

•        that the market price of New Presto Common Stock may never equal or exceed the exercise price of the warrants;

•        New Presto may redeem the public warrants prior to their exercise at a time that is disadvantageous to public warrant holders, thereby making such warrants worthless. More specifically, New Presto will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the New Presto Common Stock equals or exceeds 165% of the volume weighted average price of Common Stock during the 20 trading day period starting on the trading day prior to the Closing (as adjusted for

stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which New Presto gives proper notice of such redemption and there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. For context, recent common stock trading prices have not met or exceeded the threshold that would allow New Presto to redeem the public warrants. Redemption of the outstanding New Presto public warrants could force holders of the New Presto public warrants (i) to exercise New Presto public warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (ii) to sell New Presto public warrants at the then-current market price when they might otherwise wish to hold their New Presto public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New Presto public warrants are called for redemption, is likely to be substantially less than the market value of the New Presto public warrants.

         For context, recent common stock trading prices have not met or exceeded the threshold that would allow the company to redeem public warrants. New Presto is required to mail notice to the registered holders of the warrants by first class mail, postage prepaid, not less than 30 days prior to the redemption date. For additional information, please see the section entitled “Description of Securities — Warrants.”

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of VTAQ Common Stock “FOR,” “AGAINST” or “ABSTAIN” with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     Holders of Public Shares will be entitled to receive cash for these shares only if, no later than 5:00 p.m. (Eastern time) September 1, 2022 (two business days prior to the initially scheduled date of the Special Meeting), they:

1.      submit a written request to Continental Stock Transfer & Trust Company that VTAQ redeem their Public Shares for cash;

2.      certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

3.      deliver such Public Shares to Continental Stock Transfer & Trust Company (physically or electronically).

A holder of the Public Shares, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 20% or more of the shares of VTAQ Common Stock included in the Units sold in the VTAQ IPO, which we refer to as the “20% threshold.” Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is VTAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, VTAQ does not have any control over this process and it may take longer than two weeks. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should contact Continental Stock Transfer at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with VTAQ’s consent, until the Closing. If you delivered your shares for redemption to VTAQ’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that VTAQ’s transfer agent return the shares (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust at the email address or address listed above.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its VTAQ Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the VTAQ Common Stock under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption right. If the redemption qualifies as a sale or exchange of the VTAQ Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the VTAQ Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the VTAQ Common Stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the VTAQ Common Stock may suspend the running of the applicable holding period for this purpose. If the running of the holding period for the VTAQ Common Stock is suspended, then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. If the redemption does not qualify as a sale or exchange of VTAQ Common Stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from VTAQ’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce the U.S. Holder’s adjusted tax basis in the VTAQ Common Stock (but not below zero). Any remaining excess will be treated as gain realized on the sale or other disposition of the Common Stock. See “Material U.S. Federal Income Tax Consequences — Redemption of Common Stock” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its VTAQ Common Stock for cash.

Q:     If I am a holder of Rights, can I exercise redemption rights with respect to my Rights?

A:     No. The holders of Rights have no redemption rights with respect to the Rights.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Share, Warrant and Right prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See the question “— How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “— Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal

number of Public Shares and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have dissenter rights if I object to the proposed Business Combination?

A:     No. There are no dissenter rights available to holders of VTAQ Common Stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•        Company stockholders who properly exercise their redemption rights;

•        certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by VTAQ or Presto in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•        unpaid franchise and income taxes of VTAQ; and

•        for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, VTAQ is unable to complete the Business Combination by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, the Current Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay franchise and income taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.

VTAQ expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to VTAQ’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section entitled “The Business Combination Proposal — Structure of the Business Combination — Conditions to Closing of the Business Combination”; or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either VTAQ or Presto if the Closing has not occurred by September 30, 2022 or by December 30, 2022, if VTAQ elects to extend the deadline to consummate the Business Combination, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A.     If you are a stockholder of record, you may vote online at the Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Special Meeting virtually and vote online, if you choose.

To vote online at the Special Meeting, follow the instructions below under “How may I participate in the virtual Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to http://cstproxy.com/ventouxccm/sm2022 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on September 5, 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting or attend the Special Meeting virtually to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, VTAQ will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. However, the failure to vote and abstentions will have no effect on the outcome of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal. With respect to the Charter Amendment Proposal, the failure to vote and abstentions will have the same effect as an “AGAINST” vote. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by VTAQ without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

In order to exercise your redemption rights, you must affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal. See the question “— How do I exercise my redemption rights” above.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. VTAQ believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to VTAQ’s secretary at the address listed below so that it is received by VTAQ’s secretary prior to the Special Meeting or attend the Special Meeting in person on line and vote. You also may revoke your proxy by sending a notice of revocation to VTAQ’s secretary, which must be received by VTAQ’s secretary prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     VTAQ will pay the cost of soliciting proxies for the Special Meeting. VTAQ has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. VTAQ has agreed to pay Morrow Sodali a fee of $27,500, plus disbursements. VTAQ will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheets as of March 31, 2022 and the unaudited pro forma condensed combined statements of operations for the nine months ended March 31, 2022 and the year ended June 30, 2021, included in “Unaudited Pro Forma Condensed Combined Financial Information.”

The summary unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical audited financial statements of VTAQ and the historical audited consolidated financial statements of Presto, which are included elsewhere in this proxy statement.

The Business Combination will be accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, VTAQ is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Presto with the Business Combination being treated as the equivalent of Presto issuing stock for the net assets of VTAQ, accompanied by a recapitalization. The net assets of Presto and VTAQ are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Presto.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of VTAQ’s Common Stock Shares:

•        Assuming No Redemptions:    This presentation assumes that no VTAQ public stockholders exercise their right to have their public shares redeemed for a pro rata share of the Trust Account.

•        Assuming Maximum Redemptions:    Following the exercise of redemption rights by public stockholders on June 16, 2022, 1,255,018 of public stockholder shares remain outstanding. The maximum redemption presentation assumes that public stockholders holding 1,255,018 public shares will exercise their redemption rights for their pro rata share (approximately $10.20 per share) of the remaining funds in the Trust Account. The Merger Agreement provides that the consummation of the Business Combination is conditioned on New Presto having a minimum of $65,000,000 in cash following the consummation of the Business Combination.

COMPARATIVE PER SHARE DATA

The following table sets forth:

•        historical per share information of VTAQ for the period from July 10, 2019 (inception) through June 30, 2021;

•        historical per share information of Presto for the nine months ended March 31, 2022 and the year ended June 30, 2021; and

•        unaudited pro forma per share information of New Presto for the nine months ended March 31, 2022 and the year ended June 30, 2021 after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

•        Assuming No Redemptions:    This presentation assumes that no VTAQ public stockholders exercise right to redeem their public shares for a pro rata share of the Trust Account.

•        Assuming Maximum Redemptions:    This presentation assumes that public stockholders holding 1,255,018 public shares will exercise their redemption rights for their pro rata share (approximately $10.20 per share) of the funds in the Trust Account of $176,009,525 and $174,225,000, as adjusted as of March 31, 2022 and June 30, 2021 for redemptions of $163,148,816 which were paid out of the Trust Account on June 16, 2022. The Merger Agreement provides that the consummation of the Business Combination is conditioned on New Presto having a minimum of $65,000,000 in cash following the consummation of the Business Combination.

The pro forma book value shares outstanding, and net earnings per share information reflects the Business Combination, assuming the Post-Combination Company shares were outstanding since July 1, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and the other transactions contemplated by the Merger Agreement as if they had occurred on July 1, 2020.

The historical information should be read in conjunction with “— Selected Historical Financial Information of Presto,” “— Selected Historical Financial Information of VTAQ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Presto” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VTAQ” contained elsewhere in this proxy statement and the unaudited interim condensed consolidated financial statements of Presto for the nine months ended March 31, 2022, the audited consolidated financial statements of Presto for the year ended June 30, 2021, the unaudited interim condensed consolidated financial statements of VTAQ for the three months ended March 31, 2022, and the audited consolidated financial statements of VTAQ for the year ended December 31, 2021 contained elsewhere in this proxy statement.

The unaudited pro forma per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement. The unaudited pro forma combined net loss per share information below does not purport to represent what the actual results of operations of New Presto would have been had the Business Combination been completed or to project New Presto results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the book value of New Presto would have been had the Business Combination been completed nor the book value per share for any future date or period.

____________

(1)      The equivalent pro forma per share data is calculated by multiplying the pro forma combined per share date by the Exchange Ratio as stipulated by the terms of the Merger Agreement.

VTAQ has agreed to pay Presto stockholders aggregate consideration of 52,500,000 shares or $525.0 million based on an assumed stock price of $10 per share of Common Stock of New Presto, or approximately 0.8404 shares of Presto Common Stock for each share of New Presto common stock in either redemption scenario.

RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Presto and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Common Stock. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Presto and notes to the financial statements included herein.

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refers to Presto and its subsidiaries prior to the consummation of the Business Combination and New Presto following the consummation of the Business Combination.

Risks Related to Presto’s Business and Business Development

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction, or adequately address competitive challenges.

Our operations have expanded rapidly and we expect that will continue. To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our finance and accounting systems and controls, as well as our information technology (“IT”) and security infrastructure. For example, we expect we will need to invest in and seek to enhance our supply chain, inventory and IT systems and capabilities, including with respect to internal information sharing and interconnectivity between various systems within our infrastructure.

We must also attract, train, and retain a significant number of qualified sales and marketing personnel, client support personnel, professional services personnel, software engineers, technical personnel, and management personnel, without undermining our corporate culture of rapid innovation, teamwork, and attention to customer success that has been central to our growth.

Failure to effectively manage our growth could also lead us to over-invest or under-invest in our development and operations, result in weaknesses in our infrastructure, systems, or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities, and result in loss of employees and reduced productivity of remaining employees. To support our growth, we expect to make significant sales and marketing expenditures to increase sales of our platform and increase awareness of our brand and significant research and development expenses to increase the functionality of our platform and to introduce additional related products and services. A significant portion of our investments in our sales and marketing and research and development activities will precede the benefits from such investments, and we cannot be sure that we will receive an adequate return on our investments. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue may not increase or may grow more slowly than expected, and we may be unable to implement our business strategy.

Our business may be materially adversely affected if our existing and future products fail to achieve and maintain customer acceptance.

Our platform is made up of our Touch, Voice and Vision products, of which Voice and Vision are relatively new. It is possible that these products may be difficult to sell and/or it may become evident that these products, or different products that we develop in the future, are not productive uses of our capital or time. This could result in us modifying our business and focus away from these products. There are substantial risks and uncertainties associated with these efforts, and we could invest significant capital and resources.

If we eliminate or phase out a product and are not able to offer and successfully market and sell an alternative product, our revenue may decrease, which could have a material adverse effect on our results of operations. Developing new products also imposes burdens on our internal teams, including management, compliance, product development and marketing. These processes are costly, and our efforts to develop, integrate and enhance our products may not be successful, or our initial timetables for the development, introduction and roll-out of new

products and profitability targets may not be met. If we incur significant costs in developing new products, if we are not able to successfully market and sell these new products, or if our customers fail to widely accept these new products, there could be a material adverse effect on our results of operations due to a decrease of our revenues and a reduction of our profitability.

In addition, our revenues, costs, margin, and cash flow may fluctuate because new products generally require startup costs while revenues take time to develop, which may adversely impact our results of operations.

If we do not attract new customers and increase our customers’ use of our platform, our business will suffer.

We derive, and expect to continue to derive, a majority of our revenue and cash inflows from our integrated cloud-based platform, which encompasses software and hardware components. As such, our ability to attract new customers, retain existing customers, and increase the use of our platform by existing customers is critical to our success.

Our future revenue will depend on our success in attracting additional customers to our platform. Our ability to attract additional customers will depend on a number of factors, including the effectiveness of our sales team, the success of our marketing levels, our levels of investment in expanding our sales and marketing teams, referrals by existing customers, and the availability of competitive restaurant technology platforms. We may not experience the same levels of success with respect to our customer acquisition strategies as seen in prior periods, and if the costs associated with acquiring new customers materially rises in the future, our expenses may rise significantly.

In addition to attracting new customers, we will seek to expand the usage of our platform by broadening the adoption by our customers of various products included within our platform. Further, while many of our customers deploy our platform to all of their restaurant locations, some of our customers initially deploy our platform to a subset of locations. For those customers, we seek to expand the use of our platform to additional locations over time. Our ability to increase adoption of our products by our customers and to increase penetration of our existing customers’ locations will depend on a number of factors, including our customers’ satisfaction with our platform, competition, pricing and our ability to demonstrate the value proposition of our products.

We may not be able to sustain our recent revenue growth in future periods.

We have grown rapidly over the last several years, and our recent revenue growth rate and financial performance should not be considered indicative of our future performance. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as indicative of our revenue, revenue growth, key business metrics, or key business metrics growth in future periods. In particular, our revenue growth rate has fluctuated in prior periods. We expect our revenue growth rate to fluctuate over the short and long term. We may experience declines in our revenue growth rate as a result of a number of factors, including slowing demand for our platform, insufficient growth in the number of customers and their guests that utilize our platform, increasing competition, changing customer and guest behaviors, a decrease in the growth of our overall market, our failure to continue to capitalize on growth opportunities, the impact of regulatory requirements, and the maturation of our business, among others.

The ongoing COVID-19 pandemic has adversely impacted and may continue to adversely impact our business, financial condition, and results of operations.

The COVID-19 pandemic has adversely affected workforces, consumers, economies, and financial markets globally. The adverse impact of the pandemic has been and may continue to be particularly acute among enterprise restaurant customers, which comprise the majority of our customer base, and many franchisees have been required to cease or substantially diminish business operations for an indeterminate period of time. The pandemic also has disrupted, and may continue to disrupt, our supply chains and relationships with third-party partners. For example, during 2020 and 2021, we experienced difficulties related to equipment availability and spare parts, extended repair times and international shipping delays. These issues resulted in a delay in product expansion and maintenance revenue, as well as increased the time necessary to negotiate customer contracts and for product implementation. While we have seen these difficulties begin to abate during 2022, especially in regards to international shipments, there can be no assurance that these improvements will continue. Furthermore, the pandemic has also had, and may continue to have, a variety of additional effects on our business and operations, including reducing the demand for our platform, restricting our operations and sales and marketing efforts, impeding our ability to conduct product development and other important business activities, and decreasing technology spending.

However, while adversely impacting the restaurant industry and our business, the COVID-19 pandemic has also increased the focus by restaurants on the need for a digital technology platform that can address the need for safe, frictionless, contact-free experiences in restaurants and address off-premise dining. While we believe these trends may positively impact our business in the longer-term, we cannot predict the extent to which the increased focus on the need for digital solutions such as those offered by our platform will persist. For example, we cannot predict the manner and extent to which the reemergence of on-premise dining and other types of in-person activity will impact our business, including with respect to engaging with our products. Due to the uncertainty of the COVID-19 pandemic, we will continue to assess the situation, including abiding by any government-imposed restrictions, market-by-market. We are unable to accurately predict the ultimate impact that the COVID-19 pandemic will have on our operations going forward due to uncertainties that will be dictated by the length of time that the disruptions resulting from the pandemic continue, which will, in turn, depend on the currently unknowable duration and severity of the COVID-19 pandemic, the impact of governmental regulations that might be imposed in response to the pandemic, the effectiveness and wide-spread availability of the vaccines, the speed and extent to which normal economic and operating conditions will resume, and overall changes in consumer behavior. We also cannot accurately forecast the potential impact of additional outbreaks as government restrictions are relaxed, the impact of further shelter-in-place or other government restrictions that are implemented in response to such outbreaks, or the impact on our customers’ ability to remain in business, each of which could continue to have an adverse impact on our business.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our liquidity, our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

Our limited operating history with our new products in a new and developing market makes it difficult to evaluate our current business and future prospects, and may increase the risk that we will not be successful.

We have a limited operating history with our products, particularly our Voice and Vision products. As a result, we have less experience with these products and their related pricing models, which makes it difficult to accurately assess our future prospects. You should consider our future prospects in light of the challenges and uncertainties that we face, including:

•        the fact that it may not be possible to fully discern the trends that we are subject to;

•        that we operate in a new and developing market with a rapidly changing competitive landscape;

•        that we may be unable to accurately predict our revenue and operating expenses for new products that we release;

•        our ability to enhance or retain our brand among customers and potential customers;

•        that we may in the future enter into additional new and developing markets that may not develop as we expect or that our platform may not adequately address; and

•        that elements of our business strategy are new and subject to ongoing development.

We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increasing and unforeseen expenses as we continue to grow our business. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not manage these risks successfully, our reputation, business, results of operations, and prospects will be harmed.

We currently generate significant revenue from a small number of large customers, and the loss or decline in revenue from any of these customers could harm our business, results of operations, and financial condition.

For the nine months ended March 31, 2022 and 2021 and the years ended June 30, 2021 and 2020, our three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) generated an aggregate of approximately 93%, 96%, 93% and 97% of our revenue, respectively. Although these customers have previously entered into multi-year term contracts with us, they may reduce or terminate their usage of our platform or decide not to renew their agreements with us and we have and may continue to transition certain customer relationships between the enterprise and franchisee levels.

We have in the past, and we may in the future, lose one or more of our largest customers. While no such losses have been material to date, in the event that any other of our largest restaurant customers do not continue to use our platform, use fewer of our products, use our products in a more limited capacity, or not at all, our business, results of operations, and financial condition could be adversely affected in the future.

If we fail to continue to improve and enhance the functionality, performance, reliability, design, security, or scalability of our platform in a manner that responds to our customers’ evolving needs, our business may be adversely affected.

Our industry is characterized by rapid technological change, frequent new product and service introductions, and evolving industry standards. Our success has been based on our ability to identify and anticipate the needs of our customers and design and maintain a platform that provides them with the tools they need to operate their businesses in a manner that is productive and meets or exceeds their expectations. Our ability to attract new customers and increase sales to both new and existing customers will depend in large part on our ability to continue to improve and enhance the functionality, performance, reliability, design, security, and scalability of our platform. Additionally, to achieve and maintain market acceptance for our platform, we must effectively integrate with new or existing software solutions that meet changing customer demands in a timely manner.

As we expand our platform and services, and as the number of our customers with higher volume sales increases, we expect that we will need to offer increased functionality, scalability and support, including to keep our platform, systems, and services secure, which requires us to devote additional resources to such efforts. To the extent we are not able to enhance our platform’s functionality in order to maintain its utility and security, enhance our platform’s scalability in order to maintain its performance and availability, or improve our support functions in order to meet increased customer service demands, our business, operating results, and financial condition could be adversely affected.

We may experience difficulties with software development that could delay or prevent the development, deployment, introduction, or implementation of new products and enhancements. Software development involves a significant amount of time, as it can take our developers months to update, code, and test new and upgraded products and integrate those products into our platform. We must also continually update, test, certify, maintain, and enhance our software platform. We may make significant investments in new products or enhancements that may not achieve expected returns. The continual improvement and enhancement of our platform requires significant investment and we may not have the resources to make such investment. Our improvements and enhancements may not result in our ability to recoup our investments in a timely manner, or at all. The improvement and enhancement of the functionality, performance, reliability, design, security, and scalability of our platform is expensive and complex, and to the extent we are not able to perform it in a manner that responds to our customers’ evolving needs, our business, operating results, and financial condition will be adversely affected.

Our brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand, our business and competitive advantage may be harmed.

We believe that maintaining, promoting, and enhancing the Presto brand is critical to expanding our business. Maintaining and enhancing our brand will depend largely on our ability to continue to provide high-quality, well-designed, useful, reliable, and innovative products, which we may not do successfully in the future.

Errors, defects, security incidents, disruptions, or other performance problems with our platform, including with third-party applications, services, or partners, including our partners who provide payment processing services, may harm our reputation and brand. We may introduce new products or terms of service that our customers or their consumers do not like, which may negatively affect our brand. Additionally, if our customers or their consumers have a negative experience using our products or third-party solutions integrated within our platform, such an experience may affect our brand, especially as and if we continue to attract multi-location restaurant customers to our platform.

Any unfavorable media coverage or negative publicity about our company, for example, the quality and reliability of our platform, our privacy and security practices or the loss or misuse of our customer data or consumers’ personal information, our platform changes, litigation, or regulatory activity, or regarding the actions of our partners or our customers, could seriously harm our reputation. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customers, and result in decreased revenue, which could seriously harm our business.

We believe that the importance of brand recognition will increase as competition in our market increases, which we expect to occur. In addition to our ability to provide reliable and useful products at competitive prices, successful promotion of our brand will depend on the effectiveness of our marketing efforts. While we primarily market our platform through direct sales efforts, our platform is also marketed through a number of free traffic sources, including customer referrals and word-of-mouth. Our efforts to market our brand have involved significant expenses, which we intend to increase, and as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing spend may not yield increased revenue, and even if it does, any increased revenue may not offset the expenses we incur in building and maintaining our brand.

We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results, and financial condition. We may also engage the services of third parties who provide consulting services to support our business and the failure to identify and/or retain such third parties could adversely affect our business, operating results and financial condition.

Our future performance depends on the continued services and contributions of our senior management, including our Founder and Chief Executive Officer, Rajat Suri, and other key employees to execute on our business plan, keep our platform stable and secure, and to identify and pursue new opportunities and platform innovations. The failure to properly manage succession plans or the loss of services of senior management or other key employees could significantly delay or prevent the achievement of our strategic objectives. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. We do not maintain key person life insurance policies on any of our employees. The loss of the services of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition, and operating results, and require significant amounts of time, training, and resources to find suitable replacements and integrate them within our business, and could affect our corporate culture.

We engage the services of third parties who provide us with certain consulting services to support our business. Any failure to identify and/or retain such third parties could adversely affect our business, operating results and financial condition and could require significant amounts of time and resources to find suitable replacements.

Our ability to recruit, retain, and develop qualified personnel is critical to our success and growth.

Our business functions at the intersection of rapidly changing technological, social, economic, and regulatory environments that require a wide range of expertise and intellectual capital. For us to successfully compete and grow, we must recruit, retain, and develop personnel who can provide the necessary expertise across a broad spectrum of disciplines. In addition, we must develop, maintain and, as necessary, implement appropriate succession plans to ensure we have the necessary human resources capable of maintaining continuity in our business.

The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. The trading price of our common stock following the Business Combination is likely to be volatile, could be subject to fluctuations in response to various factors and may not appreciate. If the perceived value of our equity awards declines for these or other reasons, it may adversely affect our ability to attract and retain highly qualified employees. Our employees may receive significant proceeds from sales of our equity in the public markets following the Business Combination, which may reduce their motivation to continue to work for us.

Any future litigation against us could be costly and time-consuming to defend.

We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers, our partners, or third parties in connection with commercial disputes or our technology or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments

to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position, and results of operations.

If we are unable to make acquisitions and investments, or successfully integrate them into our business, our business, results of operations and financial condition could be adversely affected.

As part of our growth strategy, we will continue to consider a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services and other assets and strategic investments that complement our business. We may evaluate target companies and make acquisitions in the future. There is no assurance that such acquired businesses will be successfully integrated into our business or generate substantial growth or revenue.

Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations, including:

•        intense competition for suitable acquisition targets, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms;

•        failure or material delay in closing a transaction;

•        a need for additional capital that was not anticipated at the time of the acquisition;

•        transaction-related lawsuits or claims;

•        difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company;

•        difficulties in retaining key employees or business partners of an acquired company;

•        diversion of financial and management resources from existing operations or alternative acquisition opportunities;

•        failure to realize the anticipated benefits or synergies of a transaction;

•        failure to identify the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, accounting practices, or employee or user issues;

•        risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;

•        theft of our trade secrets or confidential information that we share with potential acquisition candidates;

•        risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business; and

•        adverse market reaction to an acquisition.

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services and other assets and strategic investments, or if we fail to successfully integrate such acquisitions or investments, our business, results of operations and financial condition could be adversely affected.

Businesses we acquire may not have disclosure controls and procedures and internal controls over financial reporting, cybersecurity controls and data privacy compliance programs, or their existing controls and programs may be weaker than or otherwise not in conformity with ours.

Depending upon the nature and scale of any future businesses we acquire, the implementation of our disclosure controls and procedures as well as the implementation of our internal controls over financial reporting, cybersecurity and data privacy at an acquired company may be a lengthy process and may divert our attention from

other business operations. Our integration efforts may periodically expose deficiencies or suspected deficiencies in the controls, procedures and programs of an acquired company that were not identified in our due diligence undertaken prior to consummating the acquisition. Where there exists a risk of deficiencies in controls, procedures or programs, we may not be in a position to comply with our obligations under applicable laws, regulations, rules and listing standards or we may be required to avail ourselves of scope limitations with respect to certifications required thereunder, and, as a result, our business and financial condition may be materially harmed.

Our pricing decisions and pricing models may adversely affect our ability to attract new customers and retain existing customers.

We have limited experience determining the optimal prices for our newest products. We have changed our pricing model from time to time and expect to do so in the future. It may turn out that the new pricing models, or the pricing for any other products we may develop, are not optimal, which may result in our products not being profitable or not gaining market share. As competitors introduce new products that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models that we have used historically. Pricing decisions and pricing models may also impact the mix of adoption among our products and negatively impact our overall revenue. Moreover, restaurant brands may be sensitive to price increases or to the prices offered by competitors. As a result, in the future we may be required to reduce our prices, which could adversely affect our revenue, profitability, financial position, and cash flows.

If our technical and maintenance support services are not satisfactory to our customers, they may not buy future products, which could materially and adversely affect our future results of operations and financial condition.

Our business relies on our customers’ satisfaction with the technical and maintenance support services we provide to support our products. If we fail to provide technical and maintenance support services that are responsive, satisfy our customers’ expectations, and timely resolve issues that they encounter with our products, then they may not purchase additional products from us in the future.

If we fail to maintain a consistently high level of customer service or if we fail to manage our reputation, our brand, business and financial results may be harmed.

We believe our focus on customer service and support is critical to attract and onboard new customers and grow our business. As a result, we have invested heavily in the quality and training of our support team, along with the tools they use to provide this service.

The number of our customers has grown significantly, which puts additional pressure on our support staff. If we are unable to provide efficient and effective customer support at scale, our ability to grow our operations may be harmed and we may need to hire additional support personnel, which could harm our margins and results of operations.

If we or our third-party service providers are unable to maintain a consistently high level of customer service, we may lose existing customers. In addition, our ability to attract new customers is highly dependent on our reputation and on positive recommendations from our existing customers. Any failure to maintain a consistently high level of customer service and to help our customers quickly resolve issues and provide effective ongoing support could harm our ability to retain existing customers and attract new customers and our reputation with existing or potential customers could suffer. We may experience difficulties maintaining a consistent level of service across our international operations and third-party providers.

If we cannot maintain our corporate culture as we grow, our success and our business and competitive position may be harmed.

We believe that a key contributor to our success to date has been our corporate culture, which is based on an ownership mentality, teamwork, customer focus, integrity, and respect. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. Our anticipated headcount growth and our transition from a private company to a public company may make it difficult to maintain these important aspects of our culture. If we fail to maintain our corporate culture, or if we are unable to retain or hire key personnel, our business and competitive position may be harmed.

Increases in food, labor, and occupancy costs could adversely affect results of operations.

Our financial success is dependent, in part, on the ability of our restaurant customers to increase the size and revenue of their business. These customers may experience increased operating costs, including as a result of changes to food, labor, occupancy, insurance, and supply costs, as well as costs of safety equipment related to the COVID-19 pandemic, and they may be unable to recover these costs through increased menu prices. Various factors beyond our control, including government regulations relating to independent contractor classifications and minimum wage increases, may affect the total cost of running a restaurant. If our current or future customers are unable to maintain or increase the size and revenue of their business, or maintain profitability, our business, financial condition, and results of operations could be harmed.

Our risk management strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

We operate in a rapidly changing industry. Accordingly, our risk management strategies may not be fully effective to identify, monitor, and manage all risks that our business encounters. In addition, when we introduce new products, focus on expanding relationships with new types of customers, or begin to operate in new markets, we may be less able to forecast risk levels and reserve accurately for potential losses, as a result of fraud or otherwise. If our strategies are not fully effective or we are not successful in identifying and mitigating all risks to which we are or may be exposed, we may suffer uninsured liability or harm to our reputation, or be subject to litigation or regulatory actions, any of which could adversely affect our business, financial condition, and results of operations.

Provisions of our financial instruments may restrict our ability to pursue our business strategies.

At the signing of the Merger Agreement, VTAQ entered into the subscription agreement for the Debt PIPE Investment. The Indenture for the Notes will contain certain negative covenants, including limitations on indebtedness, restricted payments, liens, asset sales and transactions with affiliates. For additional information regarding these covenants, see the section entitled “Proposal No. 1: The Business Combination Proposal — The PIPE Investments — Protections and Benefits of the Notes.” In addition, we are party to a loan and security agreement (the “Horizon Loan”) with Horizon Technology Finance Corporation (“Horizon”), dated as of March 5, 2021, and a loan and security agreement (the “Lago Loan”) with Lago Innovation Fund II, LLC (“Lago”), dated as of March 11, 2022, which contains a number of covenants that require the maintenance of unrestricted cash plus accounts receivable balances and periodic bookings targets. On August 4, 2022, we and Lago amended the Lago Loan to, among other things, increase the borrowings under the facility by approximately $5.3 million and issuing approximately 200,000 additional warrants. The additional borrowings mature on March 11, 2023 and carry the same interest terms as the original Lago Loan. The terms of our outstanding debt may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute business strategies in the manner desired. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy, invest in our growth strategy, and compete against companies who are not subject to such restrictions.

A failure by us to comply with these covenants or the payment requirements specified in our financial instruments could result in an event of default under the agreement, which would give the lenders the right to declare any and all debt outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, either Horizon and Lago would have the right to proceed against the collateral in which we granted a security interest to them (subject to a subordination agreement among us, Horizon and Lago), which consists of all owned goods and equipment, inventory, contract rights and general intangibles (including intellectual property), forms of obligations owing to us, cash and deposit accounts, and personal property. If our debt were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could materially and adversely affect our cash flows, business, results of operations, and financial condition. As of the date of this proxy statement/prospectus, we are not in compliance with certain covenants under the Horizon Loan and the Lago Loan. We expect to regain compliance at the closing of the Business Combination through the receipt of the proceeds of the Business Combination. However, there can be no assurance that we will do so, and if we do not regain compliance our debt may be accelerated, which could adversely affect us. Further, the terms of any new or additional financing may be on terms that are more restrictive or less desirable to us.

Risks Related to Presto’s Technology and Privacy

We and certain of our third-party partners, service providers, and subprocessors transmit and store personal information of our customers and consumers. If the security of this information is compromised or is otherwise accessed without authorization, our reputation may be harmed and we may be exposed to liability and loss of business.

We transmit and store personal information and other confidential information of our partners, our customers, and consumers. Third-party applications integrated with our platform may also handle or store personal information, credit card information, including cardholder data and sensitive authentication data, or other confidential information. We do not proactively monitor the content that our customers upload and store, or the information provided to us through the applications integrated with our platform, and, therefore, we do not control the substance of the content on our servers, which may include personal information. Additionally, we use third-party service providers and subprocessors to help us deliver services to customers and consumers. These service providers and subprocessors may handle or store personal information, credit card information, or other confidential information. There may in the future be successful attempts by third parties to obtain unauthorized access to the personal information of our partners, our customers, and consumers. This information could also be otherwise exposed through human error, malfeasance, or otherwise. The unauthorized release, unauthorized access, or compromise of this information could have an adverse effect on our business, financial condition, and results of operations. Even if such a data breach did not arise out of our actions or inactions, or if it were to affect one or more of our competitors or our customers’ competitors, the resulting consumer concern could negatively affect our customers and our business.

We integrate with a number of third-party service providers in order to meet our customers’ needs, and although we contractually require our customers to ensure the security of such service providers, a security breach of one of these providers could become negatively associated with our brand, or our assistance in responding to such a breach could tie up our internal resources. By the nature of the integrations, we could also get directly drawn into any resulting lawsuits. We are also subject to federal and state laws regarding cybersecurity and the protection of data. Our agreements with customers and partners require us to notify them in the event of certain security incidents. Additionally, some jurisdictions, as well as our contracts with certain customers, require us to use industry-standard or reasonable measures to safeguard personal information or confidential information. As cardholder data and sensitive authentication data is transmitted through our platform, we may be required by card networks and our contracts with payment processors to adhere to PCI-DSS. We are also subject to the operating rules of the National Automated Clearing House Association (“NACHA”). The NACHA Rules and Operating Guidelines impose obligations on us and our partner financial institutions, such as audit and oversight by the financial institutions and the imposition of mandatory corrective action, including termination, for serious violations.

Our failure to comply with legal, regulatory or contractual requirements, and the rules of payment card networks and self-regulatory organizations, including PCI-DSS and NACHA, around the security of personal information, cardholder data, or sensitive authentication data, could lead to significant fines and penalties imposed by regulators and card networks, as well as claims by our customers, consumers, or other relevant stakeholders. These proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability or injunctive relief, divert management’s time and attention, increase our costs of doing business, and materially adversely affect our reputation and the demand for our platform. In addition, if our security measures fail to protect credit card information adequately, we could be liable to our partners, our customers and, consumers for their losses. As a result, we could be subject to fines, we could face regulatory or other legal action, and our customers could end their relationships with us. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. We also cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that our insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or changes in our insurance policies, including premium increases, or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our business and results of operations.

We are subject to stringent and changing privacy laws, regulations and standards, and contractual obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business.

The regulatory framework for privacy and security issues in the United States is rapidly evolving. Laws in all 50 states require us to provide notice to customers when certain sensitive personal information has been disclosed as a result of a data breach. These laws are frequently inconsistent, and compliance in the event of a widespread data breach is costly. Moreover, states regularly enact new laws and regulations, which require us to provide consumers with certain disclosures related to our privacy practices, as well as maintain systems necessary to allow customers to invoke their rights. For example, on January 1, 2020, California adopted the California Consumer Privacy Act of 2018 (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for covered businesses. The CCPA gives California residents more control over their personal information and includes a statutory damages framework and private right of action imposing civil penalties against businesses that fail to comply with certain security practices. Although the CCPA’s implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, the CCPA may increase our compliance costs and exposure to liability. Moreover, additional states that adopt privacy laws that differ from the CCPA may require us to do unanticipated and unbudgeted work in order to comply with additional privacy and data security requirements. The costs associated with compliance may impede our development and could limit the adoption of our services. Finally, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others.

We publish privacy policies, self-certifications and documentation. Although we endeavor to comply with our published policies, certifications, and documentation, we may at times fail to do so or may be perceived to have failed to do so. Such failures can subject us to potential local, state, and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices, resulting in reputational or financial harm to the company. Furthermore, if customer concerns regarding data security increase, customers may be hesitant to provide us with the data necessary to provide our service effectively. This could generally limit the adoption of our product and the growth of our company.

Security breaches, denial of service attacks, or other hacking and phishing attacks on our systems or the systems with which our platform integrates could harm our reputation or subject us to significant liability, and adversely affect our business and financial results.

We operate in an industry which is prone to cyber-attacks. In our operation as a private company, our board of directors reviews cybersecurity risks brought to its attention by members of senior management who report up to our board of directors. We have an established in-house security team which is responsible for reviewing and overseeing our cybersecurity program and bringing any cybersecurity risks to the attention of leadership and the board of directors. Failure to prevent or mitigate security breaches and improper access to or disclosure of our data, our customers’ data, or their consumers’ data, could result in the loss or misuse of such data, which could harm our business and reputation. The security measures we have integrated into our systems and processes, which are designed to prevent or minimize security breaches, may not function as expected or may not be sufficient to protect our internal networks and platform against attacks. Further, our platform also integrates with third-party applications and points of sale (“POS”) and management systems over which we exercise no control. Such third-party applications and POS and management systems are also susceptible to security breaches, which could directly or indirectly result in a breach of our platform. The failure of a customer’s third-party front-end provider to adequately protect their systems could result in an attack that we are unable to prevent from the back-end, which could result in a service outage for all customers, and may require us to take the affected customer offline to restore service to the platform for other customers. In addition, techniques used to sabotage or to obtain unauthorized access to data change frequently. As a result, we may be unable to anticipate these techniques or implement adequate measures to prevent an intrusion into our networks directly, or into our platform through the third-party applications or POS and management systems with which our platform integrates.

Our storage and use of our customers’ data concerning their restaurants and consumers is essential to their use of our platform, which stores, transmits and processes our customers’ proprietary information and information relating to them and consumers. If a security breach were to occur, as a result of third-party action, employee error, malfeasance, or otherwise, and the confidentiality, integrity or availability of our customers’ data was disrupted, we could incur significant liability to our customers and their consumers, and our platform may be perceived as less desirable, which could negatively affect our business and damage our reputation. In addition, any loss of customer or individual consumer data could create significant monetary damages for us that may harm our ability to operate the business.

A security vulnerability in our platform or POS integration software could compromise our customers’ in-store networks, which could expose customer or consumer information beyond what we collect through our platform. As a multitenant software-as-a-service (“SaaS”) provider, despite our logical separation of data between customers, we may face an increased risk of accidentally commingling data between customers due to employee error, a software bug, or otherwise, which may result in unauthorized disclosure of data between customers. We may in the future be subject to distributed denial of service (“DDoS”) attacks, a technique used by hackers to take an internet service offline by overloading its servers. A DDoS attack could delay or interrupt service to our customers and their consumers and may deter consumers from ordering or engaging with our customers’ restaurants. Our platform and third-party applications may also be subject to DDoS attacks in the future and we cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure, or data loss. In addition, computer malware, viruses, hacking, credential stuffing, social engineering, phishing, physical theft, and other attacks by third parties are prevalent in our industry. We may experience such attacks in the future and, as a result of our increased visibility, we believe that we are increasingly a target for such breaches and attacks.

Moreover, our platform and third-party applications, services, or POS and management systems integrated with our platform, could be breached if vulnerabilities in our platform or third-party applications or POS and management systems are exploited by unauthorized third parties or due to employee error, malfeasance, or otherwise. Further, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords, or other information or otherwise compromise the security of our internal networks, electronic systems and/or physical facilities in order to gain access to our data or our customers’ data. Because techniques used to obtain unauthorized access change frequently and the size and severity of DDoS attacks and security breaches are increasing, we may be unable to implement adequate preventative measures or stop DDoS attacks or security breaches while they are occurring. In addition to our own platform and applications, some of the third parties we work with may receive information provided by us, by our customers, or by our customers’ consumers through web or mobile applications integrated with our platform. If these third parties fail to adhere to adequate data security practices, or in the event of a breach of their networks, our own and our customers’ data may be improperly accessed, used, or disclosed.

Any actual or perceived DDoS attack or security breach of our platform, systems, and networks could damage our reputation and brand, expose us to a risk of litigation and possible liability and require us to expend significant capital and other resources to respond to and alleviate problems caused by the DDoS attack or security breach. Our ability to retain adequate cyber-crime and liability insurance may be reduced. Some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data and our agreements with certain customers and partners require us to notify them in the event of a security incident. Such mandatory disclosures are costly, could lead to negative publicity, and may cause our customers to lose confidence in the effectiveness of our data security measures. Moreover, if a high-profile security breach occurs with respect to another SaaS provider or one of the service providers we partner with, customers may lose trust in the security of the SaaS business model generally, which could adversely impact our ability to retain revenue from existing customers or attract new ones. Any of these events could harm our reputation or subject us to significant liability, and materially and adversely affect our business and financial results.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.

Our continued growth depends in part on the ability of our existing and potential customers to access our platform at any time and within an acceptable amount of time. Our platform is proprietary, and we rely on the expertise of members of our engineering, operations, and software development teams for our platform’s continued performance. We have experienced, and may in the future experience, disruptions, outages, and other performance problems related to our platform due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, delays in scaling our technical infrastructure if we do not maintain enough excess capacity and accurately predict our infrastructure requirements, capacity constraints due to an overwhelming number of users accessing our platform simultaneously, denial-of-service attacks, human error, actions or inactions attributable to third parties, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft, and intentional acts of vandalism, including by

our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Further, our business and/or network interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.

From time to time we may experience limited periods of server downtime due to server failure or other technical difficulties. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our platform becomes more complex and our user traffic increases. If our platform is unavailable or if our users are unable to access our platform within a reasonable amount of time, or at all, our business would be adversely affected and our brand could be harmed. In the event of any of the factors described above, or certain other failures of our infrastructure, customer or guest data may be permanently lost. Moreover, a limited number of our agreements with customers may provide for limited service level commitments from time to time.

If we experience significant periods of service downtime in the future, we may be subject to claims by our customers against these service level commitments. These events have resulted in losses in revenue, though such losses have not been material to date. System failures in the future could result in significant losses of revenue.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be adversely affected.

We are dependent upon customers’ continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce.

Our success depends upon the general public’s ability to access the internet, including through mobile devices, and its continued willingness to use the internet to pay for purchases, communicate, access social media, research and conduct commercial transactions. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our platforms, increase our operating costs, or otherwise adversely affect our business. Given uncertainty around these rules, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ growth, increase our costs or adversely affect our business. In the future, providers of internet browsers could introduce new features that would make it difficult for customers to use our platform. In addition, internet browsers for desktop, tablets or mobile devices could introduce new features, or change existing browser specifications, such that they would be incompatible with our platform. If customers become unable, unwilling or less willing to use the internet for commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to customers’ computers, increases in the cost of accessing the internet and security and privacy risks or the perception of such risks, our business could be adversely affected.

Defects, errors, or vulnerabilities in our applications, backend systems, hardware, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. Our practice is to effect frequent releases of software updates. Third-party software that we incorporate into our platform and our backend systems, hardware, or other technology systems, or those of third-party technology providers, may also be subject to defects, errors, or vulnerabilities. Any such defects, errors, or vulnerabilities could result in negative publicity, a loss of customers or loss of revenue, and access or other performance issues. Such vulnerabilities could also be exploited by bad actors and result in exposure of customer or guest data, or otherwise result in a security breach or other security incident. We may need to expend significant financial and development resources to analyze, correct, eliminate, or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects, or vulnerabilities could adversely affect our business, reputation, brand, financial condition, and results of operations.

Financial Condition and Capital Requirements

We have a history of generating net losses, and if we are unable to achieve adequate revenue growth while our expenses increase, we may not achieve or maintain profitability in the future.

We have incurred a net loss in each year since our inception and have a significant accumulated deficit. We incurred net losses of $34.1 million, $23.0 million, $49.8 million and $23.8 million for the nine month periods ended March 31, 2022 and 2021 and the fiscal years ended June 30, 2021 and 2020, respectively. As of March 31, 2022, we had an accumulated deficit of $178.5 million. Our losses and accumulated deficit are a result of the substantial investments we have made to grow our business. We expect our costs will increase over time and our losses to continue as we expect to continue to invest significant additional funds in expanding our business, sales, and marketing activities, research and development as we continue to build software designed specifically for the restaurant industry, and maintaining high levels of customer support, each of which we consider critical to our continued success. We also expect to incur additional general and administrative expenses as a result of our growth and expect our costs to increase to support our operations as a public company. In addition, to support the continued growth of our business and to meet the demands of continuously changing security and operational requirements, we plan to continue investing in our operations and technology infrastructure. Historically, our costs have increased over the years due to these factors, and we expect to continue to incur increasing costs to support our anticipated future growth. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses and may not achieve or maintain profitability.

Further, we may make decisions that would adversely affect our short-term operating results if we believe those decisions will improve the experiences of our customers and their guests and if we believe such decisions will improve our operating results over the long term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business may be materially and adversely affected.

There is substantial doubt about our ability to continue as a going concern if we do not receive additional financing in a timely manner.

Since inception, we have incurred recurring net losses and negative cash flows from operating activities, and we have financed operations primarily through financing transactions, such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. As of March 31, 2022, we had an accumulated deficit of $178.5 million and we expect to continue to generate significant operating losses for the foreseeable future. Therefore, cash and cash equivalents may not be sufficient to fund operating expenses, currently anticipated expenditures and other obligations as they come due, and we may require additional capital infusion to fully fund our ongoing operations. As a result, substantial doubt exists about our ability to continue as a going concern within one year after the issuance date of our financial statements for the year ended June 30, 2021. If the Business Combination is unable to be completed and we are unable to secure alternative sources of financing, we may be required to take additional measures to conserve liquidity, and our business, results of operations, and financial condition would be materially and adversely affected. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include the following:

•        fluctuations in demand for or pricing of our platform, or any of our products;

•        fluctuations in usage of our platform, including due to the potential lack of durability of the growth we have experienced in the near term due to COVID-19 and the associated shelter-in-place orders on consumer preferences for digital ordering and customer adoption of new products as COVID-19 associated restrictions abate;

•        our ability to attract new customers;

•        the timing of customer purchases and deployments;

•        customer expansion rates;

•        the investment in new products relative to investments in our existing infrastructure and platform;

•        fluctuations or delays in purchasing decisions in anticipation of new products or enhancements by us or our competitors;

•        changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;

•        our ability to control costs, including our operating expenses;

•        the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including sales commissions;

•        the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges;

•        the amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees;

•        the effects of acquisitions and their integration;

•        general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

•        health epidemics or pandemics, such as the COVID-19 pandemic;

•        the impact of new accounting pronouncements;

•        changes in regulatory or legal environments that may cause us to incur, among other elements, expenses associated with compliance;

•        changes in the competitive dynamics of our market, including consolidation among competitors, customers, or our partners;

•        significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our modules and platform capabilities or third-party applications or POS or management systems that our platform integrates with; and

•        other events or factors, including those resulting from hostilities or wars (such as the ongoing invasion of Ukraine by Russia), incidents of terrorism, natural disasters or responses to such events.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.

Unfavorable conditions in the restaurant industry or the global economy could limit our ability to grow our business and materially impact our financial performance.

Our operating results may vary based on the impact of changes in the restaurant industry or the global economy on us or our customers and their guests. Our revenue growth and potential profitability depend on demand for business management software and platforms serving the restaurant industry. Historically, during economic downturns, there have been reductions in spending on IT as well as pressure for extended billing terms and other financial concessions. If economic conditions deteriorate, our current and prospective customers may elect to decrease their IT budgets, which would limit our ability to grow our business and adversely affect our operating results.

A deterioration in general economic conditions (including distress in financial markets and turmoil in specific economies around the world) may adversely affect our financial performance by causing a reduction in locations through restaurant closures and reduced operating hours. A reduction in the amount of consumer spending or credit card transactions could result in a decrease of our revenue and profits. Adverse economic factors may accelerate the timing, or increase the impact of, risks to our financial performance. These factors could include:

•        declining economies and the pace of economic recovery which can change consumer spending behaviors;

•        low levels of consumer and business confidence typically associated with recessionary environments;

•        high unemployment levels, which may result in decreased spending by consumers;

•        budgetary concerns in the United States and other countries around the world, which could impact consumer confidence and spending;

•        uncertainty and volatility in the performance of our customers’ businesses;

•        customers or consumers decreasing spending for value-added services we market and sell;

•        government actions, including the effect of laws and regulations and any related government stimulus; and

•        disruptions impacting global supply, including those attributable to the ongoing COVID-19 pandemic and those resulting from the ongoing invasion of Ukraine by Russia.

We may require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through customer working capital and financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. In particular, the current COVID-19 pandemic and the ongoing invasion of Ukraine by Russia have caused disruption in the global financial markets, which may reduce our ability to access capital and negatively affect our liquidity in the future. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, and financial condition. If we incur additional debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends to holders of our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our existing common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of June 30, 2021, the Company had federal and state NOL carryforwards of $84.1 million and $28.8 million, respectively, of which $38.2 million expire beginning in 2029 and $46.0 million have no expiration date but can only be used to offset 80% of our future taxable income. The state NOLs begin to expire in 2029 if not utilized. It is possible that we will not generate taxable income in time to use NOLs before their expiration, or at all. Under Section 382 and Section 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including R&D tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5 percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes that may occur in the future, including as a result of the Business Combination.

Under the Tax Cuts and Jobs Act (the “Tax Act”), as amended by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. Additionally, under the Tax Act, as modified by the CARES Act, NOLs from tax years that began after December 31, 2017 may offset no more than 80% of current taxable income annually for taxable years beginning after December 31, 2020, but the 80% limitation on the use of NOLs from tax years that began after December 31, 2017 does not apply for taxable income in tax years beginning before January 1, 2021. NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but NOLs generated in tax years ending before January 1, 2018 will continue to have a two-year carryback and twenty-year carryforward period. As we maintain a full valuation allowance against our U.S. NOLs, these changes will not impact our balance sheet as of June 30, 2021. However, in future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward and carryback periods as well as the limitation on use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2020.

There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs and tax credits by certain jurisdictions, including in order to raise additional revenue to help counter the fiscal impact from the COVID-19 pandemic, possibly with retroactive effect, or other unforeseen reasons, our existing NOLs and tax credits could expire or otherwise be unavailable to offset future income tax liabilities. A temporary suspension of the use of certain NOLs and tax credits has been enacted in California, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.

We experience elements of seasonal fluctuations in our financial results, which could cause our stock price to fluctuate.

Our business is highly dependent on the behavior patterns of our customers and their guests. For example, our transaction revenue per location has historically been stronger in the second and third quarters as a result of our customers experiencing greater sales during warmer months, though this effect varies regionally. Seasonality may cause fluctuations in our financial results, and other trends that develop may similarly impact our results of operations.

We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.

We procure third-party insurance policies to cover various operations-related risks including property and general liability, professional liability, directors’ and officers’ liability, workers’ compensation, cybersecurity, technology errors and omissions, ocean/marine cargo, commercial crime and other coverage in amounts and on terms deemed adequate by our management. For certain types of operations-related risks or future risks related to our new and evolving services, we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving services, and we may have to pay high premiums, self-insured retentions, or deductibles for the coverage we do obtain. Additionally, if any of our insurance providers becomes insolvent, it would be unable to pay any operations-related claims that we make. Further, some of our agreements with customers may require that we procure certain types of insurance, and if we are unable to obtain and maintain such insurance, we would be in violation of the terms of these customer agreements.

If the amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would bear the excess, in addition to amounts already incurred in connection with deductibles, or self-insured retentions. Insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced. Our business, financial condition, and results of operations could be adversely affected if the cost per claim, premiums, or the number of claims significantly exceeds our historical experience and coverage limits; we experience a claim in excess of our coverage limits; our insurance providers fail to pay on our insurance claims; we experience a claim for which coverage is not provided; or the number of claims under our deductibles or self-insured retentions differs from historical averages.

Risks Related to Presto’s Competition, Sales, and Marketing

Our business is highly competitive. We may not be able to compete successfully against current and future competitors.

We face competition in various aspects of our business and we expect such competition to intensify in the future, as existing and new competitors, including some of our current partners, introduce new products or enhance existing products that are directly competitive with our products. Our platform combines functionality from numerous product categories, and we may compete against providers in each of these categories, including Touch, Voice and Vision. Our potential new or existing competitors may be able to develop solutions that are better received by customers or may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, regulations, or customer requirements. If competitors, many of which are much better capitalized than we are, are successful in providing our customers with more attractive products or pricing, our business and results of operation may be harmed.

Competition may intensify as current or future competitors enter into business combinations or alliances or raise additional capital, or as established companies in other market segments expand into our market segments. For instance, current or future competitors could use strong or dominant positions in one or more markets to gain a competitive advantage against us in areas where we operate including by integrating additional or competing platforms or features into products they control. In addition, certain customers may choose to partner with our competitors in a specific geographic market, or choose to engage exclusively with our competitors. Further, our current partners could add features to their products, including POS functionality, limit or terminate the availability of their products on our platform, or directly compete with our products by expanding their product offerings. Current and future competitors may also choose to offer a different pricing model or to undercut prices in an effort to increase their market share. If we cannot compete successfully against current and future competitors, our business, results of operations, and financial condition could be negatively impacted.

Mergers of or other strategic transactions by our competitors, our customers, or our partners could weaken our competitive position or reduce our revenue.

If one or more of our competitors partners were to consolidate or partner with another one of our competitors the change in landscape could adversely affect our ability to compete effectively. Our competitors may also establish or strengthen cooperative relationships with our third party partners, thereby limiting our ability to promote our platform. In addition, we may lose customers that merge with or are acquired by companies using a competitor’s or an internally developed solution. Disruptions in our business caused by these events could adversely affect our revenue growth and results of operations.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

We have historically incurred significant costs and experienced long sales cycles when selling to customers. In the restaurant brand market segment, the decision to adopt any of our products may require the approval of multiple technical and business decision makers, including security, compliance, operations, finance and treasury, marketing, and IT. In addition, while our customers may more quickly deploy our products on a limited basis, before they will commit to deploying our products at scale, they often require extensive education about our platform and significant customer support time or pilot programs, engage in protracted pricing negotiations and seek to secure development resources. In addition, sales cycles for our customers in general and larger customers in particular, are inherently complex and unpredictable. These complex and resource intensive sales efforts could place additional strain on our development and engineering resources. Further, even after our customers contract to use our platform, they may require extensive integration or deployment resources from us before they become active customers, which have at times extended to multiple quarterly periods following the execution of the agreement. Finally, our customers may choose to develop their own solutions that do not include any or all of our products. They also may demand reductions in pricing as their usage of our platform increases, which could have an adverse impact on our gross margin. If we are unable to increase the revenue that we derive from these customers, then our business, results of operations and financial condition may be adversely affected.

Risks Related to Presto’s Partners and Other Third Parties

Our products may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation.

We offer products that can be affected by design and manufacturing defects. Defects may exist in components and products that we source from third parties. Any such defects could make our services and products unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns, or errors that affect our products. As a result, our products may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in the hardware in our products. Failure to do so could result in widespread technical and performance issues affecting our products and could lead to claims against us. We maintain general liability insurance; however, design and manufacturing defects, and claims related thereto, may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property and equipment, or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend any large claim, maintain our general liability insurance on acceptable terms, or maintain adequate coverage against potential claims, our financial results could be adversely impacted.

We are at risk of shortages, price increases, changes, delays or discontinuations of that hardware, particularly in regards to our Touch product, which could disrupt and materially adversely affect our business.

Our Touch product requires the use of third-party hardware that we sell to customers. Due to such reliance, we are subject to the risk of shortages and long lead times in the supply of hardware needed for our Touch product.

We have in the past experienced, and may in the future experience, product shortages or delays or other hardware problems, and the availability of such products may be difficult to predict. Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports, civil unrest, hostilities or wars (such as the ongoing invasion of Ukraine by Russia), disruptions or shutdowns caused by health crises such as the COVID-19 pandemic, or loss of or damage to hardware products while they are in transit or storage, could limit the supply of such products. We are reliant on one supplier for our legacy Touch product device and one supplier for our latest-generation Touch device, and in the event of a shortage or supply interruption from those suppliers, or should those suppliers be otherwise unable to supply products to us in the quantities and on the time frames we require, we may not be able to develop alternate sources quickly, cost-effectively, or at all. For additional information on these suppliers and our agreements with them, see the section entitled “Information about Presto — Platform and Product Offering.” Any interruption or delay in product supply, any increases in product costs, or the inability to obtain this hardware from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to provide it to our customers on a timely basis. This could harm our relationships with our customers, prevent us from acquiring new customers, and materially and adversely affect our business.

We rely substantially on one third-party to process payments made by guests of our customers, and if we cannot manage risks related to our relationships with this payment processor or any future third-party payment processors, our business, financial condition, and results of operations could be adversely affected.

We currently substantially rely on Fiserv as our third-party payment processor to process payments made by guests of customers on our platform. While we are seeking to develop payment processing relationships with other payment processors, we expect to continue to rely on a limited number of payment processors for the foreseeable future. In the event that Fiserv or any additional third-party payment processors in the future fail to maintain adequate levels of support, experience interrupted operations, do not provide high quality service, discontinue their lines of business, terminate their contractual arrangements with us, or cease or reduce operations, we may suffer additional burden and be required to pursue new third-party relationships, which could materially disrupt our operations and our ability to provide our products and services, and could divert management’s time and resources. In addition, such incidents could result in periods of time during which our platform cannot function properly, and therefore cannot collect payments from customers and their guests, which could adversely affect our relationships with our customers and our business, reputation, brand, financial condition, and results of operations. It would be difficult to replace third-party processors, including Fiserv, in a

timely manner if they were unwilling or unable to provide us with these services in the future, and our business and operations could be adversely affected. If these services fail or are of poor quality, our business, reputation, and operating results could be harmed.

In the event Fiserv or any additional third-party payment processors in the future are subjected to losses, including any fines for reversals, chargebacks, or fraud assessed by Visa, Mastercard and other payment networks (collectively, the “Payment Networks”), that are caused by us or our customers due to failure to comply with the Payment Network rules or applicable law, our third-party payment processor may impose penalties on our customers or restrict our ability to process transactions through the Payment Networks, and we may lose our ability to process payments through one or more Payment Networks. Thus, in the event of a significant loss by Fiserv or any future third-party payment processor, we may be required to expend a large amount of cash promptly upon notification of the occurrence of such an event. A contractual dispute with our processing partner could adversely affect our business, financial condition, or results of operations.

We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to run our business.

We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to run our business. Third-party hardware, software and services may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use or any failures of third-party hardware, software or services could result in delays in our ability to run our business until equivalent hardware, software or services are developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming and may not result in an equivalent solution, any of which could cause an adverse effect on our business and operating results. Further, customers could assert claims against us in connection with service disruptions or cease conducting business with us altogether. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions

Payment transactions processed on our platform may subject us to regulatory requirements and the rules of payment card networks, and other risks that could be costly and difficult to comply with or that could harm our business.

The payment card networks require us to comply with payment card network operating rules, including special operating rules that apply to us as a “payment service provider” that provides payment processing-related services to merchants and payment processors. The payment card networks set these network rules and have discretion to interpret them and change them. We are also required by our payment processors to comply with payment card network operating rules and we have agreed to reimburse our payment processors for any fines they are assessed by payment card networks as a result of any rule violations by us or our customers. Any changes to or interpretations of the network rules that are inconsistent with the way we and the payment processors and merchants currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could fine us, cancel or suspend our registration as a payment service provider, or prohibit us from processing payment cards, which would have an adverse effect on our business, financial condition, and operating results. In addition, violations of the network rules or any failure to maintain good standing with the payment card networks as a payment service provider could impact our ability to facilitate payment card transactions on our platform, increase our costs, or could otherwise harm our business. If we were unable to facilitate payment card transactions on our platform, or were limited in our ability to do so, our business would be materially and adversely affected.

If we fail to comply with the rules and regulations adopted by the payment card networks, we would be in breach of our contractual obligations to our payment processors, financial institutions, or partners. Such failure to comply may subject us to fines, penalties, damages, higher transaction fees and civil liability, and could eventually prevent us from processing or accepting payment cards or could lead to a loss of payment processor partners, even if there is no compromise of customer or consumer information. In the event that we are found to be in violation of any of these legal or regulatory requirements, our business, financial condition, and results of operations could be harmed.

We believe the licensing requirements of the Financial Crimes Enforcement Network and state agencies that regulate banks, money service businesses, money transmitters, and other providers of electronic commerce services do not apply to us. One or more governmental agencies may conclude that, under its statutes or regulations, we are

engaged in activity requiring licensing or registration. In that event, we may be subject to monetary penalties, adverse publicity, and may be required to cease doing business with residents of those states until we obtain the requisite license or registration.

We rely upon Amazon Web Services and other infrastructure to operate our platform, and any disruption of or interference with our use of these providers would adversely affect our business, results of operations, and financial condition.

We outsource substantial portions of our cloud infrastructure to Amazon Web Services (“AWS”), and other infrastructure providers. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. Their failure to access our platform could make us liable for service credits or, in more severe cases, contractual breaches. We are, therefore, vulnerable to service interruptions at AWS and other infrastructure providers, which could negatively impact our revenue. We have experienced, and expect that in the future we may experience interruptions, delays and outages in service and availability due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints including those related to the complexity and number of order permutations. Capacity constraints could be due to a number of potential causes, including technical failures, natural disasters, fraud, or security attacks. In addition, if an infrastructure provider’s security is compromised, or our modules or platform are unavailable or our customers or their consumers are unable to use our platform within a reasonable amount of time or at all, then our business, results of operations, and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our platform become more complex and the usage of our platform increases. To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, our business, results of operations, and financial condition may be adversely affected. In addition, any changes in service levels from AWS may adversely affect our ability to meet our customers’ requirements.

Any of the above circumstances or events may harm our reputation, cause customers to stop using our platform, impair our ability to increase revenue from existing customers, impair our ability to grow our customer base, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, results of operations, and financial condition.

Certain estimates and information contained in this proxy statement/prospectus are based on information from third-party sources, and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data. Any real or perceived inaccuracies in such estimates or information may harm our reputation and adversely affect your ability to evaluate our business.

Certain estimates and information contained in this proxy statement/prospectus, including general expectations concerning our industry and the market in which we operate, our market opportunity, and our market size, are based to some extent on information provided by third parties. This information involves a number of assumptions and limitations, and, although we believe the information from such third-party sources is reliable, we have not independently verified the accuracy or completeness of the information contained in such third-party sources or the methodologies for collecting such information or developing such estimates. If there are any limitations or errors with respect to such information, or if such estimates are inaccurate, your ability to evaluate our business and prospects could be impaired and our reputation with investors could suffer.

For example, market opportunity estimates included in this proxy statement/prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Not every customer included in our market opportunity estimates will necessarily purchase any, or all, of the products on our platform, and some or many of those potential customers may choose to use products offered by our competitors. We cannot be certain that any particular number or percentage of the potential customers included in our calculation of our market opportunity will generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasts in this proxy statement/prospectus, our business could fail to grow for a variety of reasons, including competition, customer preferences and the other risks described in this proxy statement/prospectus. Accordingly, the estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus should not be taken as necessarily indicative of our future growth.

Our growth depends in part on the success of our strategic relationships with third parties and our ability to integrate with third-party applications and software.

The success of our platform depends, in part, on our ability to integrate third-party applications, software, and other offerings into our platform. We anticipate that the growth of our business will continue to depend on third-party relationships including relationships with our POS systems, digital agencies, payment processors, loyalty providers, and other partners. Identifying, negotiating, and documenting relationships with third parties and integrating third-party content and technology requires significant time and resources, and third-party providers may choose to terminate their relationship with us, compete directly against us, enter into exclusive arrangements with our competitors, or make material changes to their businesses, solutions, or services that could be detrimental to our business.

Third-party developers may change the features of their offering of applications and software or alter the terms governing the use of their offerings in a manner that is adverse to us. We may also be unable to maintain our relationships with certain third-parties if we are unable to integrate our platform with their offerings. In addition, third-parties may refuse to partner with us or limit or restrict our access to their offerings. We may not be able to adapt to the data transfer requirements of third party offerings. If third-party applications or software change such that we do not, or cannot, maintain the compatibility of our platform with these applications and software, or if we fail to ensure there are third-party applications and software that our customers desire to add to their ordering or delivery portals, demand for our platform could decline. If we are unable to maintain technical interoperability, our customers may not be able to effectively integrate our platform with other systems and services they use. If we fail to integrate our platform with new third-party offerings that our customers need to operate their businesses, or to provide the proper support or ease of integration our customers require, we may not be able to offer the functionality that our customers and their consumers expect, which would harm our business.

The third party service providers we integrate with may not perform as expected under our agreements or under their agreements with our customers, we or our customers may in the future have disagreements or disputes with such providers, or such providers may experience reduced growth or change their business models in ways that are disadvantageous to us or our customers. If we lose access to solutions or services from a particular partner, or experience a significant reduction or disruption in the supply of services from a current partner, it could have an adverse effect on our business and operating results.

Our transaction revenue is partly dependent on our third-party developer partners to develop and update all entertainment applications. The decisions of developers to remove their applications or change the terms of our commercial relationship could adversely impact our transaction revenue.

We rely on third-party developers to develop the entertainment applications that we host. Accordingly, our business depends on our ability to promote, enter into and maintain successful commercial relationships with such developers. In general, we rely on standard terms of service for third party developers which govern the distribution, operations and fee sharing arrangements for hosting entertainment applications. In some cases, we rely on negotiated agreements with third party developers that modify our standard terms of service. There can be no assurance that the developers that have developed applications will continue to maintain these entertainment applications or be willing to provide new entertainment applications in the future. If we are unable to attract and maintain these third party developer relationships, if the terms and conditions of such commercial relationships become less favorable to us or if a developer decides to remove their entertainment applications, our transaction revenue would suffer.

In addition, we rely on our developer partners to manage and maintain their entertainment applications, including updating their entertainment applications to include the latest version. The failure of our developer partners to provide timely and reliable updates could adversely impact our financial condition and results of operations and prospects.

Finally, a small number of entertainment applications and related developers have accounted for a substantial portion of our transaction revenue. If these entertainment applications were to become less popular or be removed and we are unable to identify suitable replacements, our transaction revenue would be would suffer.

Failure to effectively expand our sales capabilities could harm our ability to increase our subscriber base and achieve broader market acceptance of our platforms.

Increasing our customer base and achieving broader market acceptance of our platform will depend, in part, on our ability to effectively expand our sales and marketing operations and activities. We are substantially dependent on our direct sales force to obtain new customers. We plan to continue to expand our direct sales force and to increase the number of our sales professionals. Our ability to achieve significant revenue growth in the future will depend, in part, on our success in recruiting, training and retaining a sufficient number of experienced sales professionals. New hires require significant training and time before they achieve full productivity, particularly in new sales segments and territories. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Because we do not have a long history of expanding our sales force, we cannot predict whether, or to what extent, our sales will increase as we expand our sales force or how long it will take for sales personnel to become productive. If our sales expansion efforts do not generate a significant increase in revenue, our business and future growth prospects could be harmed.

Risks Related to Government Regulation and Other Compliance Requirements

Our business is subject to a variety of U.S. laws and regulations, many of which are unsettled and still developing, and our or our customers’ failure to comply with such laws and regulations could subject us to claims or otherwise adversely affect our business, financial condition, or results of operations.

The restaurant technology industry and the offering of products therein is relatively nascent and rapidly evolving. We are subject to a variety of U.S. laws and regulations. Laws, regulations and standards governing issues such as worker classification, labor and employment, anti-discrimination, online credit card payments, payment and payroll processing, financial services, gratuities, pricing and commissions, text messaging, subscription services, intellectual property, data retention, privacy, data security, consumer protection, background checks, website and mobile application accessibility, wages, and tax are often complex and subject to varying interpretations, in many cases due to their lack of specificity. The scope and interpretation of existing and new laws, and whether they are applicable to us, is often uncertain and may be conflicting, including varying standards and interpretations between state and federal law, between individual states, and even at the city and municipality level. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.

It is also likely that if our business grows and evolves and our services are used in a greater number of geographies, we would become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws would be applied to our business and the new laws to which it may become subject.

We may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned products and/or increase our cost of doing business. While we have and will need to continue to invest in the development of policies and procedures in order to comply with the requirements of the evolving, highly regulated regulatory regimes applicable to our business and those of our customers, our compliance programs are relatively nascent and we cannot assure that our compliance programs will prevent the violation of one or more laws or regulations. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, including any future laws or obligations that we may not be able to anticipate at this time, we could be adversely affected, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources, discontinue certain services or platform features, limit our customer base, or find ways to limit our offerings in particular jurisdictions, which would adversely affect our business. Any failure to comply with applicable laws and regulations could also subject us to claims and other legal and regulatory proceedings, fines, or other penalties, criminal and civil proceedings, forfeiture of significant assets, and other enforcement actions. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could adversely affect our reputation or otherwise impact the growth of our business.

Further, from time to time, we leverage third parties to help conduct our businesses. We may be held liable for any corrupt or other illegal activities of these third-party partners and intermediaries, our employees, representatives, contractors, channel partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Illegal or improper activities of customers or customer noncompliance with laws and regulations governing, among other things, online credit card payments, gratuities, pricing and commissions, data retention, privacy, data security, consumer protection, wages, and tax could expose us to liability and adversely affect our business, brand, financial condition, and results of operations. While we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately address or prevent all illegal or improper activities by these parties from occurring and such conduct could expose us to liability, including through litigation, or adversely affect our brand or reputation.

Significant changes in U.S. and international trade policies that restrict imports or increase tariffs could have a material adverse effect on our results of operations.

We depend on third party manufacturers and suppliers located outside of the United States, including in China, in connection with the manufacture of certain of our products and related components. Accordingly, our business is subject to risks associated with international manufacturing. For example, the former Trump Administration imposed significant increases in tariffs on goods imported into the United States from China and other countries. Increased tariffs, including on goods imported from China, or the institution of additional protectionist trade measures could adversely affect our manufacturing costs, and in turn, our business, financial condition, operating results, and cash flows.

We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our products and adversely affect our results of operations.

An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. Additionally, the Supreme Court of the United States ruled in South Dakota v. Wayfair, Inc. et al (“Wayfair”), that online sellers can be required to collect sales and use tax despite not having a physical presence in the buyer’s state. In response to Wayfair, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.

Government regulation of the internet, mobile devices, and e-commerce is evolving, and unfavorable changes could substantially adversely affect our business, financial condition, and results of operations.

We are subject to general business regulations and laws as well as federal and state regulations and laws specifically governing the internet, mobile devices, and e-commerce that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth of the internet, mobile devices, or other online services, increase the cost of providing online services, require us to change our business practices, or raise compliance costs or other costs of doing business. These evolving regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing and commissions, content, copyrights, distribution, social media marketing, advertising practices, sweepstakes, mobile, electronic contracts and other communications, consumer protection, and the characteristics and quality of our services. It is not clear how existing laws governing issues such as property ownership, sales, use, and other taxes, and personal privacy apply to the Internet. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand, a loss in business, and proceedings or actions against us by governmental entities or others, which could adversely affect our business, financial condition, and results of operations.

Risks Related to Presto’s Intellectual Property

If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and become subject to costly litigation to protect our rights.

As of March 31, 2022 we had eight registered domain names for websites that we use in our business, such as presto.com and other variations, and no registered trademarks, patents or copyrights. We rely on trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual protections, to protect our intellectual property rights, including our proprietary technology, software, know-how, and brand. We require our employees, consultants, and other third parties to enter into confidentiality and proprietary information and invention assignment agreements, and we control and monitor access to our software, documentation, proprietary technology, and other confidential information. Our policy is to require all employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes, and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our customers and partners

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our existing products, impair the functionality of our products, delay introductions of new products, result in our substituting inferior or more costly technologies into our products, or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market new products, and we may not be able to license that technology on commercially reasonable terms or at all. Our inability to license this technology could harm our ability to compete.

We may be subject to claims by third parties of intellectual property infringement.

The software industry is characterized by the existence of a large number of patents, trademarks, copyrights, trade secrets, and other intellectual property rights, and frequent claims and related litigation regarding such intellectual property rights. Third parties have in the past asserted, and may in the future assert, that our platform, technology, methods or practices infringe, misappropriate, or otherwise violate their intellectual property or other proprietary rights. Such claims may be made by our competitors seeking to obtain a competitive advantage or by other parties. Additionally, non-practicing entities purchasing intellectual property assets for the purpose of making claims of infringement may attempt to extract settlements from us. The risk of claims may increase as the number of modules that we offer and competitors in our market increases and overlaps occur. In addition, to the extent that we gain greater visibility and market exposure, we face a higher risk of being the subject of intellectual property infringement claims.

Any such claims, regardless of merit, that results in litigation could result in substantial expenses, divert the attention of management, cause significant delays in introducing new or enhanced services or technology, materially disrupt the conduct of our business and have a material and adverse effect on our brand, business, financial condition, and results of operations. Although we do not believe that our proprietary technology, processes, and methods have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of our business. As a consequence of any patent or other intellectual property claims, we could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing licensing agreements, stop selling or marketing some or all of our products, or re-brand our product. We may also be obligated to indemnify our customers against intellectual property claims, and we may have to pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, or modify applications, which could be costly. If it appears necessary, we may seek to secure license rights to intellectual property that we are alleged to infringe at a significant cost, potentially even if we believe such claims to be without merit. If required licenses

cannot be obtained, or if existing licenses are not renewed, litigation could result. Litigation is inherently uncertain and can cause us to expend significant money, time and attention to it, even if we are ultimately successful. Any adverse decision could result in a loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses for alternative technologies from third parties, prevent us from offering all or a portion of our modules and otherwise negatively affect our business and operating results.

We use open source software in our platform, which could negatively affect our ability to sell our services or subject us to litigation or other actions.

We rely on open source software in our proprietary platform and we expect to continue to rely on open source software in our platform in the future. The terms of certain open source licenses to which we are subject have not been interpreted by U.S., and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our platforms. Certain open source projects also include other open source software and there is a risk that those dependent open source libraries may be subject to inconsistent licensing terms. This could create further uncertainties as to the governing terms for the open source software. Moreover, we cannot ensure that we have not incorporated and are currently relying on additional open source software in our platform in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. Although we employ open source software license screening measures, if we were to combine our proprietary software platform with open source software in a certain manner we could, under certain open source licenses, be required to release the source code of our proprietary platform, which could allow our customers and competitors to freely use such software solutions without compensation to us. Additionally, we may from time to time face claims from third parties: claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, required to comply with onerous conditions or restrictions, required to make our proprietary source code for our platform and any modifications and derivative works developed using such open source software generally available at no cost, purchase a costly license or cease offering the implicated services unless and until we can re-engineer them to avoid use of the open source software in dispute, which could disrupt the business dependent on the affected platforms. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. From time to time, there have been claims challenging the ownership rights in open source software against companies that incorporate it into their products and the licensors of such open source software provide no warranties or indemnities with respect to such claims. As a result, we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our platform. Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, results of operations, and financial condition.

We rely on software licensed from, and services rendered by, third parties in order to provide our products and run our business.

We rely on software licensed from, and services rendered by, third parties in order to provide our products and run our business. Third-party software and services may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use, or any failures of, third-party software or services could result in delays in our ability to provide our modules or run our business until equivalent software or services are developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming and may not result in an equivalent product, any of which could cause an adverse effect on our business and operating results. Further, customers could assert claims against us in connection with such service disruption or cease conducting business with us altogether. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our modules.

We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

We have registered domain names that we use in, or are related to, our business, most importantly www.presto.com. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our offerings under a new domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting, maintaining, and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of resources, which could in turn adversely affect our business, financial condition, and results of operations.

Risks Related to our Operating as Public Company

Our senior management team has limited experience managing a public company, and regulatory compliance obligations may divert its attention from the day-to-day management of our business.

The individuals who now constitute our senior management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC and PCAOB regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.

Upon completion of the Business Combination, we will become a public reporting company subject to the rules and regulations established from time to time by the SEC and the PCAOB. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.

In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, and we become an accelerated or large accelerated filer, although we could potentially qualify as an “emerging growth company.” We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls.

We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a

public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

Our current controls and any new controls that we develop may also become inadequate because of changes in our business, and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor confidence in us, and adversely affect the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence and the price of New Presto Common Stock.

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses as of June 30, 2021 that we have identified are listed below.

•        We did not maintain an effective control environment, including not having designed a risk assessment process and not having designed formalized internal controls, including a lack of policies supporting segregation of duties.

•        We did not design and maintain effective controls to address the initial application of complex accounting standards and accounting of non-routine, unusual or complex events and transactions. Further, we did not maintain sufficient accounting resources with appropriate technical knowledge to support our financial reporting requirements.

•        We did not design and maintain effective controls over our financial statement closing process. Specifically, we did not design and maintain effective controls over certain account analyses and account reconciliations.

•        We did not maintain internal accounting records to adequately support the reporting of certain transactions in our financial statements.

These material weaknesses resulted in a restatement related to our stockholders’ deficit as of July 1, 2019 and adjustments to our financial statements and footnotes as of June 30, 2021 and 2020 and for the years then ended primarily related to inventories, deferred costs, property and equipment, accounts payable, accrued liabilities, debt, equity, warrants, stock-based compensation, revenue and deferred revenue, and could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. Our plan includes the below.

•        Designing and implementing a risk assessment process supporting the identification of risks facing Presto.

•        Implementing controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda addressing these issues. Hiring additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a

public company and are required to comply with Section 404 of the Sarbanes Oxley Act of 2002. We have recently hired additional resources and we are engaging with a third-party consulting firm to assist us with our formal internal control plan and provide staff augmentation of our internal audit function.

•        Implementing controls to enable an effective and timely review of account analyses and account reconciliations.

•        Implementing controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting reviews.

We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain and we may not fully remediate these material weaknesses during the year ended June 30, 2022. If the steps we take do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

We and our independent registered public accounting firm were not required to perform an evaluation of our internal control over financial reporting as of June 30, 2021 and 2020 in accordance with the provisions of the Sarbanes-Oxley Act of 2002. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required by reporting requirements under Section 404 after the completion of the Business Combination.

Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our services to new and existing customers.

We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the adoption dates of recently issued accounting standards not yet adopted for public companies and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of the completion of the VTAQ IPO, (B) in which we have total annual revenue of at least $1.07 billion, or (C) in which we are deemed to be a large accelerated filer, with at least $700 million of equity securities held by non-affiliates as of the end of our second fiscal quarter that year, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.

As a result of the reduced disclosure requirements applicable to us, investor confidence in our company and the market price of our common stock may be adversely affected. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.

We will incur significant costs as a result of operating as a public company.

We currently operate on a private basis. After the closing of the Business Combination, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of Nasdaq and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes are greater than those for private companies. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after we are no longer an emerging growth company. In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming, and costly, although we are currently unable to estimate these costs with any degree of certainty.

We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation. These factors may therefore strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.

Risks Related to VTAQ and the Business Combination

VTAQ has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. If VTAQ is unable to consummate a business combination, including the Business Combination, its public stockholders may be forced to wait until September 30, 2022 or the Extension Period if the VTAQ elects to extend the deadline to consummate the Business Combination, before receiving distributions from the Trust Account.

VTAQ is a development stage blank check company, and it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. VTAQ has until September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, to complete a business combination. VTAQ has no obligation to return funds to investors prior to such date unless VTAQ consummates its initial business combination prior thereto and only then in cases where investors have sought to convert their shares. Furthermore, there will be no distribution with respect to the Rights or Public Warrants, which will expire and become worthless as a result of VTAQ’s failure to complete a business combination.

VTAQ does not have a specified maximum redemption threshold in its Current Charter. The absence of such a redemption threshold may make it possible for VTAQ to complete a Business Combination with which a substantial majority of its public stockholders may redeem their public shares.

VTAQ’s Current Charter does not provide a specified maximum redemption threshold, except that VTAQ will not redeem its public shares in an amount that would cause VTAQ’s net tangible assets to be less than $5,000,001 upon consummation of its initial business combination (such that VTAQ is not subject to the SEC’s “penny stock” rules). As a result, a substantial majority of VTAQ public shareholders have already redeemed their public shares in connection with a special meeting of stockholders held on June 16, 2022. Currently, VTAQ has only 1,255,018 public shares outstanding, and some or all of these public shares may be redeemed in connection with this Special Meeting. Notwithstanding the redemptions, under VTAQ’s Current Charter, VTAQ may be able to complete its Business Combination even though a substantial portion of its public stockholders have redeemed their public shares. In connection with a special meeting of stockholders of VTAQ held on June 16, 2022 to extend the date by which VTAQ has to consummate the Business Combination, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption. Following the redemption, as of June 30, 2022, VTAQ had approximately $12.8 million held in its trust account for the benefit of non-redeeming public shareholders.

In the event the aggregate cash consideration VTAQ would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement (if such conditions are not waived) exceeds the aggregate amount of cash available to VTAQ, it may not complete the Business Combination or redeem any shares, all public shares submitted for redemption will be returned to the holders thereof, and VTAQ instead may search for an alternate business combination.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

VTAQ can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in VTAQ’s share price, and may result in a lower value realized now than a stockholder of VTAQ might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

You must properly tender your shares of Common Stock in order to validly seek redemption.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the initially scheduled date of the Special Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

The Sponsors have agreed to vote in favor of such initial business combination, regardless of how VTAQ’s public stockholders vote.

The holders of the Founders Shares have agreed (i) to vote their insider shares, private shares and any public shares acquired in the VTAQ IPO in favor of any proposed business combination, (ii) not to propose, or vote in favor of, an amendment to the Current Charter that would affect the substance or timing of VTAQ’s obligation to redeem 100% of its public shares if it does not complete its initial business combination within 21 months from the closing of its initial public offer (or 24 months, as applicable) unless VTAQ provides its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, net of taxes payable, divided by the number of then outstanding public shares, (iii) not to convert any shares (including the insider shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve VTAQ’s

proposed initial business combination (or sell any shares they hold to VTAQ in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of VTAQ’s Current Charter relating to the substance or timing of its obligation to redeem 100% of VTAQ’s public shares if it does not complete its initial business combination within 21 months from the closing of this offering (or 24 months if it has extended the period of time from the closing of the initial public offer, and (iv) that the insider shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the Trust Account if a business combination is not consummated. As a result, based on the number of shares outstanding on the Record Date, VTAQ would not need any Public Shares of VTAQ Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved. Accordingly, it is almost certain that the necessary stockholder approval will be received because the Sponsors agreed to vote its Founders Shares in favor of the Business Combination.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what New Presto’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Presto’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If third parties bring claims against VTAQ, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.

VTAQ’s placing of funds in trust may not protect those funds from third party claims against VTAQ. Although VTAQ will seek to have all vendors and service providers VTAQ engages and prospective target businesses VTAQ negotiates with execute agreements with VTAQ waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of VTAQ’s public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with VTAQ, they may still seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of VTAQ’s public stockholders.

Additionally, if VTAQ is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against VTAQ’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in VTAQ’s bankruptcy estate and subject to the claims of third parties with priority over the claims of VTAQ’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, VTAQ may not be able to return to VTAQ’s public stockholders at least $10.00. As a result, if any such claims were successfully made against the Trust Account, the funds available for VTAQ’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.00 per Public Share.

VTAQ’s stockholders may be held liable for claims by third parties against VTAQ to the extent of distributions received by them.

The Current Charter provides that VTAQ will continue in existence only until September 30, 2022 or the Extension Period if VTAQ elects to extend the deadline to consumate the Business Combination. If VTAQ is unable to consummate a transaction within the required time periods, upon notice from VTAQ, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, VTAQ shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although VTAQ cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsors have contractually agreed that, if they liquidate their position prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by VTAQ for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver. However, VTAQ may not properly assess all claims that may be potentially brought against it. As such, VTAQ’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of VTAQ’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from VTAQ’s stockholders amounts owed to them by VTAQ.

If, after VTAQ distributes the proceeds in the Trust Account to its public stockholders, it files a bankruptcy petition, or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, VTAQ’s Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm VTAQ’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against VTAQ, whether or not resolved in VTAQ’s favor, could result in substantial costs and divert VTAQ’s management’s attention from other business concerns, which could adversely affect VTAQ’s business and cash resources and the ultimate value VTAQ’s stockholders receive as a result of the Business Combination.

VTAQ will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

VTAQ is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to its public stockholders from a financial point of view. VTAQ’s public stockholders therefore, must rely solely on the judgment of the Board.

VTAQ’s Sponsors, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

The Sponsors, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of VTAQ’s public stockholders, which may result in a conflict of interest. These interests include:

•        unless VTAQ consummates an initial business combination, VTAQ’s officers, directors and Sponsors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the VTAQ IPO and the private placement that occurred simultaneously with the IPO not deposited in the Trust Account;

•        upon the completion of the Business Combination, Chardan, who acted as VTAQ’s underwriters in the IPO and is an affiliate of one of our Sponsors, will be entitled to a marketing fee of $6,037,500. Additionally, Jefferies LLC will receive $4,000,000 in fees in connection with certain financial advisory services provided to Presto and VTAQ. William Blair, Truist Securities and Chardan will also be entitled to receive approximately $6,700,000, $1,000,000 and $800,000, respectively, in placement agent fees, which amounts are calculated based on the amounts raised in the PIPE Investment and the amount remaining in the Trust Account after redemptions. The placement agent fees disclosed herein to William Blair, Truist Securities and Chardan assume no redemptions. If we were to fail to complete a business combination by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consumate the Business Combination, none of the above banks would receive their expected compensation for their respective roles as underwriters, financial advisors and placement agents, as applicable. Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination. Mr. Grossman is the President of Chardan and Mr. Weil is Managing Director and Co-Head of Fintech Investment Banking at Chardan.

•        our Sponsors, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC own 2,728,875 Founders Shares and 1,493,625 Founders Shares, respectively. Mr. Grossman is the managing member of Chardan International Investments, LLC and Chardan International Investments, LLC is an affiliate of Chardan Capital Markets, LLC. Cindat USA LLC, an entity affiliated with one of our

directors, and three of our other directors each own 22,500 Founder Shares. All of the Founders Shares will become worthless if an initial business combination is not completed by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination.

•        with certain limited exceptions, the Founders Shares will not be transferred, assigned, sold or released from escrow until eighteen months after the date of the consummation of its initial business combination or earlier in either case if, subsequent to its initial business combination, it completes a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property;

•        444,500 of the Founders Shares (“Unvested Founder Shares”) will be subject to vesting and forfeiture provisions: (i) the first 25% of the Unvested Founder Shares owned by the Sponsors shall vest at such time as a $12.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of the Unvested Founder Shares owned by the Sponsors shall vest at such time as a $15.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date, (iii) the next 25% of the Unvested Founder Shares owned by the Sponsors shall vest at such time as a $20.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of the Unvested Founder Shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level (as defined below) is achieved on or before the date that is five years after the Closing Date. For the avoidance of doubt, if the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable Unvested Founder Shares shall not vest and shall be automatically forfeited and cancelled for no consideration.

Notwithstanding the foregoing, in the event of a change of control, any unvested Founder Shares shall automatically vest.

The applicable “Stock Price Level” will be considered achieved only when the VWAP of VTAQ’s Common Stock quoted on the NASDAQ is greater than or equal to the applicable threshold for any 40 Trading Days within any 60 Trading Day period. The Stock Price Levels will be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting VTAQ’s Common Stock after the date of the Merger Agreement;

•        the fact that Sponsors paid an aggregate of $25,000 for their Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

•        the fact that Sponsors and VTAQ’s current officers and directors have agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.

A market for VTAQ’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of VTAQ’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for VTAQ’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of VTAQ’s securities after the Business Combination can vary due to general economic conditions and forecasts, VTAQ’s general business condition and the release of VTAQ’s financial reports. Additionally, if VTAQ’s securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of VTAQ’s securities may be more limited than if VTAQ were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that VTAQ will be able to comply with the continued listing standards of Nasdaq.

VTAQ’s continued eligibility for listing may depend on the number of its shares that are redeemed. If, after the Business Combination, Nasdaq delists VTAQ’s securities from trading on its exchange for failure to meet the listing standards, VTAQ and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for VTAQ’s securities;

•        a determination that VTAQ Common Stock is a “penny stock” which will require brokers trading in its Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for VTAQ Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of VTAQ’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of VTAQ’s securities may decline. The market values of VTAQ’s securities at the time of the consummation of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which VTAQ’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of VTAQ’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Presto’s stock and trading in the shares of VTAQ Common Stock has not been active. Accordingly, the valuation ascribed to Presto and VTAQ Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for VTAQ’s securities develops and continues, the trading price of VTAQ’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond VTAQ’s control. Any of the factors listed below could have a material adverse effect on your investment in VTAQ’s securities and VTAQ’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of VTAQ’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Presto’s securities following the Business Combination may include:

•        actual or anticipated fluctuations in New Presto’s quarterly financial results or the quarterly financial results of companies perceived to be similar to New Presto’s;

•        changes in the market’s expectations about New Presto’s operating results;

•        success of competitors;

•        New Presto’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning New Presto or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to New Presto;

•        New Presto’s ability to develop product candidates;

•        changes in laws and regulations affecting New Presto’s business;

•        commencement of, or involvement in, litigation involving New Presto;

•        changes in New Presto’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of New Presto’s securities available for public sale;

•        any major change in the board or management;

•        sales of substantial amounts of Common Stock by VTAQ’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of New Presto’s securities irrespective of its operating performance. The stock market in general and Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Presto’s securities, may not be predictable. A loss of investor confidence in the market for technology company stocks or the stocks of other companies which investors perceive to be similar to New Presto could depress New Presto’s stock price regardless of New Presto’s business, prospects, financial conditions or results of operations. A decline in the market price of New Presto’s securities also could adversely affect New Presto’s ability to issue additional securities and New Presto’s ability to obtain additional financing in the future.

Volatility in VTAQ’s share price could subject VTAQ to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If VTAQ faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about New Presto, its business, or its market, or if they change their recommendations regarding New Presto’s securities adversely, the price and trading volume of New Presto’s securities could decline.

The trading market for New Presto’s securities will be influenced by the research and reports that industry or securities analysts may publish about VTAQ, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on VTAQ or New Presto. If no securities or industry analysts commence coverage of New Presto, VTAQ’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover New Presto change their recommendation regarding VTAQ’s stock adversely, or provide more favorable relative recommendations about VTAQ’s competitors, the price of New Presto’s securities would likely decline. If any analyst who may cover New Presto were to cease coverage of New Presto or fail to regularly publish reports on it, VTAQ could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.

The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of New Presto Common Stock.

Sales of a substantial number of shares of New Presto’s Common Stock in the public market could occur at any time. If New Presto’s stockholders sell, or the market perceives that New Presto’s stockholders intend to sell, substantial amounts of New Presto Common Stock in the public market, the market price of New Presto Common Stock could decline.

The holders of the Founders Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the VTAQ IPO. The holders of the majority of these securities are entitled to make up to three demands that VTAQ register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to VTAQ’s consummation of the Business Combination. The presence of these additional shares of Common Stock trading in the public market may have an adverse effect on the market price of New Presto’s securities.

There are risks to our public stockholders who are not affiliates of the Sponsor of becoming stockholders of New Presto through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

Our stockholders should be aware that there are risks associated with Presto becoming publicly traded through a business combination with VTAQ (a special purpose acquisition company) instead of through an underwritten offering, including that investors will not receive the benefit of any independent review of Presto’s finances and operations, including its projections.

Underwritten public offerings of securities are subject to a due diligence review of the issuer by the underwriters to satisfy duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) and the rules of the national securities exchange on which such securities will be listed. Additionally, underwriters conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering and undertake a due diligence review process in order to establish a due diligence defense against liability for claims under the federal securities laws. Our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type typically performed by underwriters in a public securities offering. While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by underwriters in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

There could also be more volatility in the near-term trading of New Presto’s common stock following the consummation of the Business Combination as compared to an underwritten public offering of its common stock, including as a result of the lack of a lock-up agreement between any underwriter and certain investors. For example, the PIPE Investors have not entered and will not enter into lock-up agreements restricting the sale of shares of New Presto common stock acquired by the PIPE Investors in connection with the consummation of the Business Combination following the consummation of the Business Combination, which restriction on resales might typically be in effect following an initial underwritten public offering of common stock. Our PIPE Investors will instead have the benefit of a resale registration statement that we are required to file with the SEC within 30 days after the consummation of the business combination and to use reasonable best efforts to have such registration statement declared effective as soon as possible after the filing thereof, but no later than the earlier of (i) 60 days following the Closing and (ii) the 3rd business day after the date we are notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of New Presto’s common stock and/or lead to declines in the market price of New Presto’s common stock, as compared to an underwritten public offering.

In addition, the Sponsor, certain members of the VTAQ board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the proposed transactions that are different from or are in addition to those of holders of New Presto’s securities following completion of the proposed transactions, and that would not be present in an underwritten public offering of New Presto’s securities. Such interests may have influenced the board of directors of VTAQ in making their recommendation that VTAQ’s shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New Presto became a publicly listed company through an underwritten initial public offering instead of upon completion of the Mergers.

VTAQ’s public stockholders may experience dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination and the issuance of Common Stock as consideration in the PIPE Investment. Having a minority share position may reduce the influence that VTAQ’s current stockholders have on the management of New Presto.

It is anticipated that, upon the Closing of the Business Combination, assuming no further redemptions, VTAQ’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 2.1% in New Presto, the public rights holders will have an ownership interest of 1.5% of New Presto, the PIPE Investment investors will own approximately 14.8% of New Presto, excluding shares of Common Stock issuable upon exercise of outstanding warrants and options and the conversion of the Notes and other convertible

make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

In our view, it is unlikely that the Business Combination would be subject to CFIUS jurisdiction or impacted by a CFIUS review. We note that the Sponsors are not controlled by non-U.S. persons and will not obtain control (as that term is defined in 31 C.F.R. § 800.208) over Presto pursuant to the Business Combination. Moreover, the parties have determined that Presto is not a TID U.S. business, as that term is defined in 31 C.F.R. § 800.248, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Business Combination. We do not anticipate any CFIUS-related delay.

Nevertheless, Ventoux Acquisition Holdings LLC has non-controlling members that may have ties with non-U.S. persons, and therefore, we risk CFIUS intervention, before or after closing the transaction. If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay the Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the transaction.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from the Business Combination and the potential appreciation in value of such investment. Additionally, our warrants will become worthless.

Risks Related to the Notes

The Notes to be issued and outstanding after consummation of the Business Combination may impact our financial results, result in dilution to our stockholders, create downward pressure on the price of New Presto common stock, and restrict our ability to raise additional capital or take advantage of future opportunities.

In connection with the Business Combination, VTAQ entered into the Convertible Note Subscription Agreement, dated as of November 10, 2021, as amended on July 25, 2022, with the Note Investor, pursuant to which, among other things, the Note Investor agreed to purchase an aggregate principal amount of $25.0 million of Notes in connection with the Business Combination and an aggregate of 1,500,000 warrants in a private placement to close immediately prior to or substantially concurrently with the Closing. Under the Indenture, New Presto may issue additional Notes in an aggregate principal amount of up to $25,000,000 (the “Additional Notes”) if the holders of a majority in aggregate principal amount of the Notes then outstanding consent in writing to such issuance. Following the Closing, a holder of the Notes will have the right, at such holder’s option, to convert all or any portion of its Notes into shares of New Presto Common Stock at an initial conversion rate of 86.9565 shares of Common Stock per $1,000 principal amount of Notes (the “Conversion Rate”). Upon conversion, New Presto will pay or deliver, at its election, cash or a combination of cash and shares of New Presto common stock. The interest on the Notes will accrue at a rate of 20.0% per annum of which 15.0% will be payable in cash and 5.0% will be payable in kind.

The sale of the Notes may affect New Presto’s earnings per share figures, as U.S. GAAP may require that New Presto include in its calculation of earnings per share the number of shares of New Presto Common Stock into which the Notes are convertible. If shares of New Presto Common Stock are issued to the holders of the Notes upon conversion, there will be dilution to New Presto stockholders’ equity and the market price of New Presto Common Stock may decrease due to the additional selling pressure in the market. Any downward pressure on the price of New Presto Common Stock caused by the sale, or potential sale, of shares issuable upon conversion of the Notes could also encourage short sales by third parties, creating additional selling pressure on our share price.

INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION

Parties to the Business Combination

Ventoux CCM Acquisition Corp.

Ventoux CCM Acquisition Corp. is a blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

1 East Putnam Avenue, Floor 4
Greenwich, CT
(646) 465-9000

Ventoux Merger Sub I Inc.

VTAQ Merger Sub I Inc. is a Delaware corporation and a direct wholly owned subsidiary of Ventoux CCM Acquisition Corp. and was formed on November 3, 2021 for the purpose of effecting a merger with Presto.

1 East Putnam Avenue, Floor 4
Greenwich, CT
(646) 465-9000

Ventoux Merger Sub II, LLC

Ventoux Merger Sub II, LLC is a Delaware limited liability company and a direct wholly owned subsidiary of Ventoux CCM Acquisition Corp. and was formed on November 3, 2021 for the purpose of effecting a merger with Presto.

1 East Putnam Avenue, Floor 4
Greenwich, CT
(646) 465-9000

E La Carte, Inc. (d/b/a Presto)

E La Carte, Inc.
985 Industrial Road
San Carlos, CA 94070
(650) 817-9012

Presto seeks to overlay next-generation digital solutions onto the approximately three trillion dollar hospitality industry given its current primarily analog nature and substantial reliance on labor. At present, Presto is focused on the restaurant industry in particular. Since its founding in 2008, Presto has shipped over 250,000 systems of Presto enterprise-grade digital solutions to the restaurant hospitality industry. Presto leverages decades of deep domain experience to build a technology platform that digitizes on-premise restaurant dining rooms and drive-throughs to maximize restaurant profitability and enhance the guest dining experience. Presto offers a range of Touch, Vision and Voice products to restaurants.

SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF VTAQ STOCKHOLDERS

General

VTAQ is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the board of directors for use at the Special Meeting to be held on September 6, 2022 and at any adjournment or postponement thereof. This proxy statement/prospectus provides VTAQ’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on September 6, 2022, at 10:00 a.m. Eastern Time, via live webcast at the following address: http://cstproxy.com/ventouxccm/sm2022.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of VTAQ Common Stock at the close of business on August 9, 2022 which is the Record Date. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 5,567,518 shares of Common Stock outstanding, of which 1,255,018 are Public Shares and 4,312,500 are Founders Shares held by the Sponsors.

Vote of the Sponsor, Directors and Officers

In connection with the VTAQ IPO, VTAQ entered into agreements with each of its Sponsors, directors and officers pursuant to which each agreed to vote any shares of Common Stock owned by it in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting. These agreements apply to the Sponsor as it relates to the Founders Shares and the requirement to vote such shares in favor of the Business Combination Proposal and for all other proposals presented to VTAQ stockholders in this proxy statement/prospectus.

VTAQ’s Sponsors, directors and officers have waived any redemption rights, including with respect to shares of Common Stock issued or purchased in the VTAQ IPO or in the aftermarket, in connection with Business Combination. The Founders Shares and the private units held by the Sponsors have no redemption rights upon VTAQ’s liquidation and will be worthless if no business combination is effected by VTAQ by September 30, 2022 or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination.

Quorum and Required Vote for Proposals

A quorum of VTAQ stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy at the Special Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding VTAQ Common Stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of VTAQ Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the VTAQ stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, and the ESPP Proposal are preconditions to the consummation of the Business Combination. The Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, and the ESPP Proposal are

conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Charter Amendment Proposal, Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, and the ESPP Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then VTAQ will not consummate the Business Combination. If VTAQ does not consummate the Business Combination and fails to complete an initial business combination by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, VTAQ will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Abstentions and Broker Non-Votes

A properly executed proxy marked “ABSTAIN” will count for purposes of determining whether a quorum is present. However, the failure to vote and abstentions will have no effect on the outcome of the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal. With respect to the Charter Amendment Proposal, the failure to vote and abstentions will have the same effect as an “AGAINST” vote. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Recommendation of the Board

The Board has unanimously determined that each of the proposals is fair to and in the best interests of VTAQ and its stockholders, and has unanimously approved such proposals. The Board unanimously recommends that stockholders:

•        vote “FOR” the Business Combination Proposal;

•        vote “FOR” the Charter Amendment Proposal;

•        vote “FOR” each of the Governance Proposals;

•        vote “FOR” the Stock Issuance Proposal;

•        vote “FOR” the PIPE Proposal;

•        vote “FOR” the Directors Proposal;

•        vote “FOR” the Incentive Plan Proposal;

•        vote “FOR” the ESPP Proposal; and

•        vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsors, members of the Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

•        unless VTAQ consummates an initial business combination, VTAQ’s officers, directors and Sponsors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        upon the completion of the Business Combination, Chardan, who acted as VTAQ’s underwriters in the IPO and is an affiliate of one of our Sponsors, will be entitled to a marketing fee of $6,037,500. Additionally, Jefferies LLC will receive $4,000,000 in fees in connection with certain financial advisory services provided to Presto and VTAQ. William Blair, Truist Securities and Chardan will also be entitled to receive approximately $6.7 million, $1.0 million and $0.8 million, respectively, in placement agent fees, which amounts are calculated based on the amounts raised in the PIPE Investment and the amount remaining in the Trust Account after redemptions. The placement agent fees disclosed

herein to William Blair, Truist Securities and Chardan assume no redemptions. If we were to fail to complete a business combination by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, none of the above banks would receive their expected compensation for their respective roles as underwriters, financial advisors and placement agents, as applicable. Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination. Mr. Grossman is the President of Chardan and Mr. Weil is Managing Director and Co-Head of Fintech Investment Banking at Chardan.

•        our Sponsors, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC own 2,728,875 Founders Shares and 1,493,625 Founders Shares, respectively. Mr. Grossman is the managing member of Chardan International Investments, LLC and Chardan International Investments, LLC is an affiliate of Chardan Capital Markets, LLC. Cindat USA LLC, an entity affiliated with one of our directors, and three of our other directors each own 22,500 Founder Shares. All of the Founders Shares will become worthless if an initial business combination is not completed by September 30, 2022 or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination.

•        with certain limited exceptions, the Founders Shares will not be transferred, assigned, sold or released from escrow until eighteen months after the date of the consummation of our initial business combination;

•        the fact that Sponsors paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

•        the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.

Voting Your Shares

Each VTAQ Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of VTAQ Common Stock at the Special Meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You Can Attend the Special Meeting and Vote Through the Internet.    You will be able to attend the Special Meeting online and vote during the meeting by visiting http://cstproxy.com/ventouxccm/sm2022 and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way VTAQ can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify VTAQ’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote through the internet as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your VTAQ Common Stock, you may call Morrow Sodali, VTAQ’s proxy solicitor (800) 662-5200 at VTAQ.info@investor.morrowsodali.com.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposal, the Stock Issuance Proposal, the PIPE Proposal, the Directors Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal. Under VTAQ’s bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the VTAQ IPO (including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes). For illustrative purposes, based on funds in the Trust Account of approximately $12.8 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.20.

In order to exercise your redemption rights, you must:

•        affirmatively vote either for or against the Business Combination Proposal;

•        check the box on the enclosed proxy card to elect redemption;

•        check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock;

•        prior to 5:00 PM Eastern time on September 1, 2022 (two business days before the initially scheduled date of the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental, VTAQ’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

and

•        deliver your Public Shares either physically or electronically through DTC to VTAQ’s transfer agent at least two business days before the initially scheduled date of the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is VTAQ’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, VTAQ does not have any control over this process and it may take longer than two weeks.

Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with VTAQ’s consent, until the Closing. If you delivered your shares for redemption to VTAQ’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that VTAQ’s transfer agent return the shares (physically or electronically). You may make such request by contacting VTAQ’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of VTAQ Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of VTAQ Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in VTAQ Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of VTAQ Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of New Presto, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and VTAQ does not consummate an initial business combination by September 30, 2022, or the Extension Period if VTAQ elects to extend the deadline to consummate the Business Combination, VTAQ will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders and the Rights will expire worthless.

Dissenter Rights

VTAQ stockholders do not have dissenter rights in connection with the Business Combination or the other proposals.

Proxy Solicitation

VTAQ is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the Internet or in person. VTAQ and its directors, officers and employees may also solicit proxies in person. VTAQ will file with the SEC all scripts and other electronic communications as proxy soliciting materials. VTAQ will bear the cost of the solicitation.

VTAQ has hired Morrow Sodali to assist in the proxy solicitation process. VTAQ will pay that firm a fee of $27,500, plus disbursements.

VTAQ will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. VTAQ will reimburse them for their reasonable expenses.

PROPOSAL NO. 1
THE BUSINESS COMBINATION PROPOSAL

General

Holders of VTAQ Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Business Combination. VTAQ stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “— The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Because VTAQ is holding a stockholder vote on the Business Combination, VTAQ may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of VTAQ Common Stock as of the Record Date for the Special Meeting.

Structure of the Business Combination

Pursuant to the Merger Agreement, Ventoux Merger Sub will merge with and into Presto (the “First Merger”), with Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of VTAQ (the “Surviving Corporation”), and following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of VTAQ. In addition, in connection with the consummation of the Business Combination, New Presto will amend and restate its charter to be the Proposed Charter and have authorized preferred stock and one class of common stock, each as described in the section of this proxy statement/prospectus entitled “Description of New Presto Securities.”

The following diagrams illustrate in simplified terms the current structure of VTAQ and Presto and the expected structure of New Presto upon the Closing and the ownership percentages of various groups of New Presto stockholders upon assuming minimum and maximum redemption scenarios.

Simplified Pre-Combination Structure

Simplified Post-Combination Structure

Merger Consideration

VTAQ has agreed to issue approximately $525,000,000 in aggregate consideration in the form of New Presto common stock, at a per share price of $10.00, plus up to an additional 15,000,000 shares of New Presto common stock to the Presto Stockholders if certain conditions are met, as set forth below. Subject to the terms and conditions of the Merger Agreement, at the Effective Time each holder of shares of Presto capital stock as of immediately prior to the Effective Time will be entitled to receive, (A) in the form of a number of shares of New Presto capital stock, a portion of the Merger Consideration equal to (i) the Exchange Ratio, multiplied by (ii) the number of shares of Presto capital stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share; and (B) the right to receive a number of shares of New Presto common stock equal to (i) the Contingent Consideration (if any) multiplied by (ii) such holder’s Pro Rata Contingent Consideration Portion, with fractional shares rounded down to the nearest whole share.

Following the Closing, the Contingent Consideration (as defined below) to be received by the holders of Presto capital stock shall be calculated as follows:

(i)     7,500,000 shares of New Presto Common Stock, in the aggregate, if at any time prior to or as of the third anniversary of the Closing, (x) the VWAP of VTAQ Common Stock equals or exceeds $12.50 for any 20 Trading Days within any 30 Trading Day period (such 7,500,000 shares of New Presto Common Stock, the “First Milestone Contingent Consideration”); and

(ii)    7,500,000 shares of New Presto Common Stock, in the aggregate, if at any time prior to or as of the fifth anniversary of the Closing, (x) the VWAP of VTAQ Common Stock equals or exceeds $15.00 over any 20 Trading Days (such 7,500,000 shares of New Presto Common Stock, the “Second Milestone Contingent Consideration” and together with the First Milestone Contingent Consideration, the “Contingent Consideration”).

Treatment of Presto Options and RSUs

At the Effective Time, each outstanding Presto Option will be assumed by New Presto and will be converted into (i) an option to acquire New Presto common stock with the same terms and conditions as applied to the Presto Option immediately prior to the Effective Time; and (ii) the right to receive, with respect to each share of Presto common stock subject to such Presto Option immediately prior to the Effective Time, the certain Contingent Consideration (if any). The number of shares underlying such New Presto Option will be determined by multiplying the number of shares of Presto common stock subject to such Presto Option immediately prior to the Effective

Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Presto Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest full cent.

At the Effective Time, each outstanding Presto RSU will be assumed by New Presto and will be converted into (i) an RSU to acquire New Presto Common Stock with the same terms and conditions as applied to the Presto RSU immediately prior to the Effective Time; and (ii) the right to receive, with respect to each share of Presto common stock subject to such Presto RSU immediately prior to the Effective Time, certain Contingent Consideration (if any). The number of shares underlying such New Presto RSU will be determined by multiplying the number of shares of Presto common stock subject to such Presto RSU immediately prior to the Effective Time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares.

The PIPE Investments

VTAQ entered into certain new and amended and restated Equity Subscription Agreements, each dated as of July 25, 2022, 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 7,667,437 shares of common stock for an aggregate consideration of $60,000,000. Of 14 Equity Subscription Agreements, 11, representing a total investment of $6.9 million, were entered into by current Presto investors and directors and officers, such as Rajat Suri, the Chief Executive of Officer of Presto, and entities affiliated with Krishna K. Gupta and Ilya Golubovich, each of whom is expected to serve as a director of New Presto. The remaining Equity Subscription Agreements representing a total investment of $53.1 million were entered into with investors that are unaffiliated with VTAQ, the Sponsors, Presto or any of their affiliates, which includes a $50 million investment from Cleveland Avenue.

Cleveland Avenue’s equity investment was made at an effective price per share of $7.14. The effective price per share of Cleveland Avenue’s investment takes into account (i) the subscription of 6,593,687 shares of New Presto Common Stock for an aggregate purchase price of $50 million and (ii) the transfer of 406,313 Founder Shares by the Sponsors to Cleveland Avenue for nominal consideration.

As a result, the exercise price of our Public Warrants will be reduced from $11.50 per share to $8.21 per share. Each of the previously outstanding subscription agreements executed by the Company with certain accredited investors on November 10, 2021 that were not amended and restated were cancelled. The Equity Subscription Agreements provide that VTAQ must file a registration statement to register the resale of the subscribed common stock no later than 30 days after the Closing. Five Equity PIPE investors (i) subcribed for an aggregate of 698,750 shares of New Presto Common Stock and (ii) will be transferred an aggregate 82,500 Founder Shares from the Sponsors for nominal consideration, for an aggregate purchase price of $6.25 million, and therefore the effective price per share of such investors is $8.00 per share. The remaining eight Equity PIPE Investors subscribed for an aggregate of 375,000 shares of New Presto Common Stock for an aggregate purchase price of $3.75 million, or $10.00 per share.

VTAQ also entered into the Convertible Note Subscription Agreement, dated as of November 10, 2021, as amended on July 25, 2022, with certain institutional accredited affiliates of Silver Rock Capital Partners LP, (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, $25,000,000 in aggregate principal amount of Notes. The closing of the Debt PIPE Investment is contingent on New Presto having at least $45,000,000 in unrestricted cash and cash equivalents on its balance sheet as of the Closing Date. The agreement also provides for the issuance of 1,500,000 Note Financing Warrants to close immediately prior to the Closing. The Sponsors agreed to transfer to the Note Investor 600,000 Founder Shares upon Closing. Adjusting for the 2% fee payble to the Note Investor at the Closing, the Note Investor will have paid $24.5 million for the Notes, the 600,000 Founder Shares, and the 1,500,000 Note Financing Warrants. There are no pre-existing relationships between the Note Investor on one hand, and any of VTAQ, the sponsors, Presto, or any their affiliates on the other hand.

At the Closing, New Presto, the Sponsors, the PIPE Investors and other holders of Presto capital stock (the “Presto Holders” and together with the Sponsors and PIPE Investors, the “Holders”) will enter into the Amended and Restated Registration Rights Agreement. Pursuant to the terms of the Amended and Restated Registration Rights Agreement and the Equity Subscription Agreements, within 30 days of Closing, New Presto is required to file a registration statement to register the resale of (i) 8,156,250 shares of New Presto Common Stock that will be issued to the investors in the Equity PIPE Investment; (ii) 600,000 shares of New Presto Common Stock that will be held by the investor in the Debt PIPE

Investment, the Notes, the 2,173,913 shares of New Presto Common Stock into which the Notes may be converted, the Note Financing Warrants and the 1,500,000 shares of New Presto Common Stock underlying the Note Financing Warrants; (iii) 27,983,240 shares of New Presto Common Stock held by New Presto’s directors and officers; and (iv) 3,223,687 shares of New Presto Common Stock, 5,775,000 Private Placement Warrants and the underlying 5,775,000 shares of New Presto Common Stock underlying such warrants held by our Sponsors and independent directors. New Presto will be obligated to file a registration statement to register the resale of certain securities of New Presto held by the Holders. The Amended and Restated Registration Rights Agreement also provides the Holders with certain “demand” and “piggy-back” registration rights, subject to certain requirements and customary conditions. Because certain of the Holders would have acquired their New Presto Common Stock at an effective price that is less than Ventoux’s IPO price of $10.00 per share, such Holders may have an incentive to sell even if the trading price of New Presto Common Stock is less than $10.00 per share following the Closing. Therefore, upon the effectiveness of the registration statement covering the resale of shares issued to the PIPE Investors, and the expiration of the lock-up period eighteen months following the Closing, the market price of New Presto common stock may experience negative selling pressure from potential sales by the Holders.

Assuming no redemptions, immediately following the Closing, 2,117,518 shares of New Presto Common Stock, representing approximately 3.6% of the outstanding shares of New Presto Common Stock, will be freely transferable. In addition, effective at Closing, the Board may release certain unaffiliated Presto stockholders receiving registered shares of New Presto Common Stock in the Business Combination from the applicable lock up in New Presto’s Bylaws as needed to satisfy the initial listing requirements of Nasdaq. Such amount is not currently expected to exceed 637,500 shares of New Presto Common Stock.

At any time prior to the close of business on the second trading day immediately preceding the maturity date of the Notes, the Notes will be convertible, at each holder’s option, into shares of common stock of New Presto at an initial conversion price equal to the Conversion Rate. In the event of a conversion in connection with a Fundamental Change, the Conversion Rate will be increased by a number of additional shares set forth in a usual and customary “make-whole table” to be included in the Indenture, a copy of which is which is attached to this proxy statement/prospectus as Annex K.

At any time on or after the first anniversary of the issuance of the Notes until the second business day prior to maturity, VTAQ’s Mandatory Conversion will occur if the closing price of common stock is greater than or equal to 130% of the conversion price of the Notes for 20 trading days during any 30 consecutive trading day period ending on the day before the notice of the Mandatory Conversion is given. The Conversion Rate in connection with a Mandatory Conversion will be increased by a number of additional shares pursuant to the make-whole table described above.

In addition, VTAQ may redeem the Notes at any time prior to the 21st trading day before maturity by paying, in cash, the principal, accrued interest, and a premium equal to, (1) through third anniversary, the present value of all remaining scheduled interest payments, computed using a discount rate equal to the Treasury Rate (to be defined in the Indenture), and warrants to purchase a number of shares equal to 50% of the number of shares into which the Notes redeemed were convertible, or (2) between third anniversary and maturity, of all remaining scheduled interest payments, computed using a discount rate equal to the Treasury Rate.

Each holder of a Note will have the right to cause VTAQ to repurchase for cash all or a portion of the Notes held by such holder at any time upon the occurrence of a Fundamental Change, at a repurchase price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest thereon to, but excluding, the repurchase date.

VTAQ will pay interest on the principal amount of the Notes in cash and in kind. The interest on the notes will accrue at a rate of 20.0% per annum of which 15.0% will be payable in cash (“Cash Interest”) and 5.0% will be payable in kind (“PIK Interest”). PIK Interest will be payable either (x) by increasing the principal amount of the outstanding Notes by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) or (y) if the Notes are no longer held as global notes, by issuing additional Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the period (rounded up to the nearest $1.00). Following an increase in the principal amount of the outstanding Notes as a result of a PIK Interest payment, the Notes will bear interest on such increased principal amount.

The Indenture governing the Notes will contain certain customary negative covenants set forth below, including limitations on indebtedness, restricted payments, liens, asset sales and transactions with affiliates, as well as affirmative covenants on the retention of available cash. VTAQ is obligated to register (i) the Notes and

(ii) the shares issuable upon conversion of the Notes. VTAQ agreed that, after the consummation of the Business Combination, Presto will file with the SEC a registration statement registering the resale of the shares of VTAQ common stock issuable upon conversion of the Notes.

The Note Financing Warrants have the same terms and conditions as VTAQ’s outstanding publicly held warrants, except that each Note Financing Warrant is exercisable into one whole share of common stock at an exercise price of $11.50 per share. The Note Financing Warrants, like the publicly held warrants, may be redeemed if, among other conditions, the reported last sale price of VTAQ common stock equals or exceeds 165% of the volume weighted average price of Common Stock during the 20 trading day period starting on the trading day prior to the Closing, for any 20 trading days within a 30-day trading period ending on the third business day prior to the date of the notice of redemption to warrantholders. The obligations of each party to consummate the transactions contemplated by the Convertible Note Subscription Agreement is conditioned upon, among other things, the entry into an indenture consistent with the terms set forth in the Convertible Note Subscription Agreement and the satisfaction or waiver of the conditions to the Closing. In connection with the execution and delivery of a Convertible Note Subscription Agreement, the Sponsors agreed to transfer, or cause to be transferred, 600,000 shares of Company common stock to a fund managed by such investor at the Closing. VTAQ has granted registration rights to the investors with respect to the Notes, the Note Financing Warrants and the common stock underlying the Notes and the Note Financing Warrants pursuant to the terms of the Amended and Restated Registration Rights Agreement as discussed above under the subheading “Amended and Restated Registration Rights Agreement.”

The PIPE Investments are expected to close immediately prior to or concurrently with the consummation of the Business Combination. The VTAQ Sponsors, its directors, officers and affiliates will not invest in the PIPE Financing.

Protections and Benefits of the Notes

Under the Convertible Note Subscription Agreement and the Indenture, the Note Investor is entitled to certain protections and benefits that are not available to VTAQ common stockholders. In particular, the following terms of the Notes may be viewed to be favorable to the Note Investor:

•        During the period in which the Notes are outstanding and unconverted, the Note Investor is protected from volatility in the price of New Presto Common Stock;

•        At closing, the Note Investor will receive a one-time fee in the amount of $500,000, which is equal to 2% of the aggregate principal amount of the Notes, a transfer of 600,000 shares of Common Stock from the Sponsors, and Warrants to purchase 1,500,000 shares of Common Stock exercisable at a price of $11.50 per share;

•        The Note Investor will receive interest on the principal amount of the Notes at a rate of 20% per annum, of which 15.0% will be payable in cash and 5.0% will be payable in kind;

•        Up to $25,000,000 in principal amount of Notes will be funded in connection with the Closing;

•        If the Notes are accelerated or otherwise become due prior to their maturity as a result of an event of default, New Presto will be obligated to pay 100% of the principal amount of the Notes (including paid-in-kind Notes) then outstanding, the applicable redemption premium in effect on the date of such acceleration and accrued and unpaid interest to the date of such acceleration, as if such acceleration were an optional redemption of the Notes; and

•        If a Fundamental Change occurs, the Note Investor has the right to require the Company to repurchase for cash all, or a portion of, the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest.

In addition, the Note Investor is protected by the following negative covenants that may limit New Presto’s ability to take certain actions:

•        New Presto and its subsidiaries will not be permitted to declare or pay any dividend in respect of its equity interests (other than dividends payable solely in its equity interests), purchase or redeem for value any equity interests of New Presto, purchase or redeem for value any debt that is contractually subordinated to the Notes prior to the scheduled maturity or repayment thereof or make any restricted investment, in each case, subject to certain customary exceptions;

•        New Presto and its subsidiaries will not be permitted to incur any indebtedness or create any lien securing any indebtedness unless the Notes are secured on at least an equal basis, in each case, subject to certain customary exceptions;

•        New Presto and its subsidiaries will not be permitted to make any payment to, or transfer any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract with, or for the benefit of, any affiliate unless such transaction is on terms that are no less favorable to New Presto or the relevant subsidiary if it were on an arm’s-length basis, subject to certain customary exceptions;

•        New Presto will not permit any of its subsidiaries to assume or guarantee any indebtedness (other than the Notes) of New Presto or any guarantor of the Notes unless such subsidiaries guarantee the Notes;

•        (i) New Presto and its subsidiaries will not be permitted to undertake any asset sale, unless New Presto or its subsidiary receives fair market value and at least 75% of the consideration is in the form of cash and cash equivalents, (ii) within one year after the receipt of the proceeds from such asset sale, New Presto may use such proceeds to repay secured debt, acquire a permitted business, make capital expenditures and acquire long-term assets for use in a permitted business and (iii) New Presto will offer to repurchase the Notes to the extent of any excess asset sale proceeds exceeding $5,000,000; and

•        New Presto will be required to maintain a minimum cash balance of $30,000,000 and limit cash expenditures on strategic acquisitions and investments to $30,000,000, in each case, until New Presto achieves positive consolidated EBITDA (as calculated in the Indenture) for two consecutive quarters at which point such covenants will be suspended.

See the section entitled “Risk Factors — Risks Related to the Notes” for a further discussion of how the Notes may impact New Presto and New Presto securities.

The expected aggregate gross proceeds of $85 million from the PIPE Investments (i) will not exceed the Minimum Cash Condition and (ii) will be used to pay certain fees and expenses in connection with the Business Combination and for New Presto’s working capital purposes. Since the consummation of the Business Combination is contingent on meeting the Minimum Cash Condition, as well as certain other conditions as further described elsewhere in this proxy statement/prospectus, the Sponsors and their affiliates may be deemed to benefit from the PIPE Investments because the Founder Shares and Private Warrants will expire worthless if VTAQ does not consummate a business combination.

Background of the Business Combination

VTAQ is a blank check company that was incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The proposed business combination with Presto is the result of an extensive search for a potential transaction whereby VTAQ, with the assistance of the Sponsors, evaluated more than 200 potential targets. The terms of the Business Combination are the result of arms-length negotiations between representatives of VTAQ and representatives of beginning in January of 2021.

On December 20, 2020, VTAQ completed the VTAQ IPO, for which Chardan served as sole book-running manager. Currently, Chardan will receive a marketing fee in connection with the consummation of VTAQ’s initial business combination in an amount of $6,037,500, which is 3.5% of VTAQ’s gross proceeds from the VTAQ IPO. Prior to the Closing, VTAQ and Presto intend to take reasonable steps to negotiate with their service providers to reduce their respective transaction expenses to be paid at the consummation of the Business Combination. The results of these negotiations are uncertain since the service providers can discontinue negotiations at any time and require the full amount of their fees payable upon the consummation of the Business Combination. Prior to the consummation of the VTAQ IPO, neither VTAQ nor anyone on its behalf contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with VTAQ. Mr. Grossman and Mr. Weil are members of our board of directors and Mr. Grossman is the President of Chardan and Mr. Weil is Managing Director and Co-Head of Fintech Investment Banking at Chardan. Mr. Grossman is the managing member of Chardan International Investments, LLC and Chardan International Investments, LLC is an affiliate of Chardan.

Following the VTAQ IPO, VTAQ commenced a search for prospective businesses and assets to acquire. VTAQ’s goal was to identify a business within the hospitality, leisure, travel, and dining sectors with an emphasis on consumer branded businesses that have attractive growth characteristics. VTAQ’s goal was to identify technology companies that are well-positioned to benefit from thematic shifts and tech-enabled trends and are valued between approximately $500 million and $2 billion.

In evaluating potential businesses and assets to acquire, VTAQ, including its officers and directors, and the Sponsors, surveyed the landscape of potential acquisition opportunities based on its knowledge of, and familiarity with, the M&A marketplace. In the prospectus for the VTAQ IPO, VTAQ identified general criteria and guidelines it believed would be important in evaluating a prospective target, including businesses that it believes (i) has a strong competitive industry position with demonstrated competitive advantages to maintain barriers to entry; (ii) has a historic record of above average growth and strong free cash flow characteristics with high returns on capital; (iii) has a strong, experienced management team which would benefit from our management’s network or expertise, such as additional management expertise, capital structure optimization, acquisition advice or operational changes to drive improved financial performance; (iv) is positioned for continued organic growth and may grow through bolt-on acquisitions in these challenging times for the industry sectors; (v) is a fundamentally sound company with a proven track record; (vi) has an operating model that has adapted or has an executable strategy to be able to meet the changing consumer or business behaviors in a COVID-19 or post-COVID 19 environment; (vii) will offer an attractive risk-adjusted return for our stockholders; and (viii) can benefit from being a publicly traded company, are prepared to be a publicly traded company and can utilize access to broader capital markets. In addition, VTAQ looked for an acquisition target that it believes would benefit from the expertise of VTAQ’s operating partners, including the Sponsors and their affiliates, both on a pre- and post-closing basis. The foregoing criteria were not exhaustive. Any evaluation relating to the merits of a particular business combination was based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that VTAQ’s management and the Board deemed relevant.

During the search process, VTAQ conducted a thorough evaluation of potential targets. By December 23, 2020, VTAQ had developed a comprehensive database with more than 650 potential targets. In the process that led to identifying Presto as an attractive investment opportunity, VTAQ engaged with more than 200 potential targets and entered into non-disclosure agreements with 51 of those potential targets.

Each non-disclosure agreement was entered into on customary terms and conditions and, among other things, restricted the disclosure of confidential information and limited the rights of a party to use confidential information except for the purpose of evaluating a possible transaction. In addition, a majority of the non-disclosure agreements included a customary trust account waiver pursuant to which the potential target company waived any right, title, interest or claim in, to or against the Trust Account and agreed not to seek recourse against the Trust Account for any reason. None of the non-disclosure agreements contained a standstill provision or any so-called “don’t ask, don’t waive” provision.

VTAQ held varying levels of dialogue with the management teams, or investment banks representing management teams, of more than 70 of the potential targets, and identified 17 of those potential targets as meeting the criteria set forth above.

VTAQ performed varying levels of financial and industry due diligence and held discussions with the management teams of each of these 17 targets (including Presto as discussed below) from January 2021 through November 2021. VTAQ negotiated non-binding initial indications of interest or had substantive discussions on valuation and potential transaction terms with each target or its advisors on nine opportunities.

Of the opportunities where there was significant engagement on valuation, VTAQ was informed its valuation was too low on seven of them. Out of the remaining potential targets (excluding Presto) VTAQ signed one other letter of intent and exclusivity agreement with a party, but terminated the letter of intent after further due diligence, as described below.

On May 3, 2021, VTAQ submitted a draft of a non-binding and unsigned letter of intent to Party A, a building-systems technology company, for a proposed business combination with an initial indication of enterprise value of approximately $600 million. The letter of intent further contemplated VTAQ delivering to the combined company the amounts from the Trust Account (subject to redemptions) and an additional $100 million from private capital raises. The indication of enterprise value was based on projected financial information supplied by Party A at a preliminary stage of VTAQ’s evaluation of the potential transaction without VTAQ providing input on such projections or any assumptions underlying such projections. The letter was signed on May 7, 2021 and included an exclusivity covenant. By May 18, 2021, following VTAQ’s due diligence efforts on Party A, VTAQ determined to terminate the letter of intent and to pursue a business combination with Presto. VTAQ did not sign any other letters of intent to the remaining Other Potential Candidates except for Presto.

VTAQ ultimately determined not to proceed with any of its other potential acquisition opportunities for a variety of reasons, including because (i) the potential counterparty pursued an alternative transaction or strategy, (ii) the potential counterparty did not meet the valuation expectations of VTAQ or (iii) VTAQ concluded that the opportunity was not as attractive as the Presto business combination opportunity.

On January 9, 2021, Chardan Capital Markets contacted VTAQ via e-mail about the opportunity to merge with Presto. On January 12, 2021, Messrs. Scheetz, Suri and Gupta participated in an introductory conversation and later on January 12, 2021, VTAQ and Presto executed a non-disclosure agreement.

On January 18, 2021, Presto provided VTAQ with a due diligence package and a management presentation, which included detailing Presto’s business, including descriptions of Presto’s proprietary technology, engineering capabilities, performance and forecasts, comparisons to competitors, anticipated future products and services and assessments of the market in which Presto operates, along with certain unaudited historical financial information and projected financial information prepared by Presto management.

On January 24, 2021, Presto provided VTAQ with due diligence materials outlining a business plan for uses of proceeds it was seeking through a capital raise and strategy for future M&A.

On January 25, 2021, representatives of Chardan, Messrs. Scheetz, MacDonald, Phatak and Strasbourger from VTAQ and Messrs. Suri and Gupta from Presto participated in a video conference. The VTAQ representatives provided their backgrounds, criteria for a potential combination target, and how they could help Presto with various aspects of its business, including the process of becoming public. The Presto representatives provided their backgrounds, an overview of the restaurant and labor market, how Presto’s technologies perform, and preliminary information about the business operations of Presto.

Between January 25, 2021 and February 2, 2021, VTAQ conducted due diligence on Presto, and submitted due diligence questions that were appropriately responded to by Presto.

On February 4, 2021, VTAQ sent Presto a preliminary, non-binding letter of intent and term sheet providing for a mutual 45-day exclusivity period to negotiate and finalize definitive transaction documentation and proposing the following terms, among others:

•        VTAQ would acquire all of the outstanding equity interests (including options, warrants, preferred stock and other convertible securities) of Presto in a business combination between VTAQ and Presto, in exchange for the issuance to Presto’s pre-Closing equity holders of equity interests in the surviving entity of the business combination, proposing an enterprise value for Presto of $550 million;

•        an earn-out for 5,000,000 additional shares if the stock trades above $16 for 60 calendar days during the three years following the Closing and an additional 7,000,000 shares if the shares trade above $22 during the five years following the Closing.

•        the transaction consideration payable to Presto’s pre-Closing equity holders would not be subject to any adjustments for cash, debt or debt-like items, transaction expenses, working capital or other items;

•        concurrently with the closing of the business combination, VTAQ would target raising additional capital of approximately $100m pursuant to a customary private placement, with affiliates of the Sponsor participating in the private placement on the same terms as other investors;

•        the terms of any post-closing lockup of surviving entity equity interests issued to Presto stockholders and option holders in the transaction (a “Presto Lockup”) would be determined by Presto and VTAQ prior to the execution of definitive transaction documentation, any Presto Lockup would not exceed 180 days and any common stock or warrants of the surviving entity held by the Sponsor or its affiliates would be subject to the same lock-up as the Presto Lockup;

•        the VTAQ Insiders would enter into customary redemption waivers and support agreements providing for, among other things, (i) an obligation to vote in favor of the business combination, (ii) an agreement not to redeem their shares and (iii) a waiver of the anti-dilution feature of their Founder Shares in connection with the PIPE Financing;

•        the Board would recommend and submit the Business Combination for approval by VTAQ’s stockholders and would only have the right to change such recommendation if failing to do so could result in a breach of fiduciary duty;

•        the definitive transaction agreement would include a closing condition relating to the absence of a “material adverse effect” on each of Presto and VTAQ; and

•        Presto’s pre-Closing equityholders and the Sponsor would be entitled to customary registration rights, with the surviving entity being required to use its reasonable best efforts to file, within 45 days following the Closing, a registration statement on Form S-1 to facilitate the sale of shares held by the surviving entity’s affiliates, shares issued pursuant to the PIPE Financing, and shares of common stock underlying the warrants.

On February 17, 2021, Presto’s management discussed the preliminary, non-binding offer letter with its board of directors.

On February 11, 2021, representatives from VTAQ and Presto discussed the details of the VTAQ’s initial draft LOI via a videoconference.

On February 22, 2021, Presto provided VTAQ a revised draft of the non-binding letter of intent and term sheet, which provided the following changes to VTAQ’s initial draft, among others:

•        Proposed mutual exclusivity for 45 days;

•        Increased the enterprise value of Presto to $900 million;

•        Proposed that each share of VTAQ would be valued below $10.00 per share to address dilution from the VTAQ rights;

•        Proposed to allocate earnout shares in two equal tranches of 6,000,000 shares with price targets of $12.50 and $16.00;

•        Added adoption of long-term incentive plan and employee stock purchase plan to the terms of non-binding letter of intent and term sheet;

•        Proposed that board composition would include one VTAQ nominee;

•        Proposed a one year lockup on the Sponsors;

•        Proposed that 60% of the Founders Shares would be subject to vesting based on the earnout targets; and

•        Added minimum cash closing condition of $130 million.

On February 23, VTAQ responded to Presto that the parties’ valuation expectations were too far apart. On March 5, Presto shared additional due diligence and a public company readiness plan with VTAQ. On March 9, 2021, VTAQ and Presto discussed a plan for VTAQ to continue to conduct due diligence and potential transaction terms on a videoconference. On March 10, 2021, VTAQ sent Presto a revised draft of the non-binding letter of intent and term sheet, which included the following changes to Presto’s draft:

•        Proposed Presto enterprise value of $700 million and VTAQ per share valuation of $10.00;

•        Proposed two earnout tranches of 7.5 million shares earned upon stock prices of $15.00 and $18.00;

•        Reduced minimum cash condition to $115 million and that VTAQ would backstop $20 million of the needed minimum cash;

•        Proposed mutual lockup terms of six months; and

•        Proposed that 15% of Founders Shares would be subject to vesting;

On March 15, 2021, Presto sent VTAQ a revised draft of the non-binding letter of intent and term sheet from Krishna K. Gupta (a Presto Investor who was asked to assist in the negotiations of the proposed business combination), which reinserted the proposals that the VTAQ shares should be valued below $10.00 and that the Sponsors be subject to a one year lockup with the potential for early release after six months for half of the Founders Shares. This draft also proposed that the Sponsors would be responsible for paying any VTAQ deal expenses over a to be specified threshold. Between March 15, 2021 and March 28, 2021, representatives of VTAQ and Presto continued to discuss the terms of the draft of the non-binding letter of intent and term sheet while VTAQ considered alternative targets. On March 28, 2021, VTAQ sent a revised draft of the non-binding letter of intent and term sheet which reinserted the $10.00 VTAQ share price, proposed that the Sponsors would be responsible for VTAQ deal expenses over $11 million and provided for mutual six month lockups. On March 29, 2021, VTAQ sent a revised LOI to Presto, which proposed a minimum cash condition of $100 million.

Through the months of February and March of 2021, VTAQ conducted due diligence on Presto, requested documentation and information from Presto, and interviewed representatives from Presto by phone. Given that Presto and VTAQ had not signed the non-binding letter of intent and term sheet, VTAQ continued to consider alternative targets.

On April 16, 2021, Presto sent VTAQ a revised draft of the non-binding letter of intent and term sheet that again proposed a $110 million minimum cash condition and reinserted the 12 month lockup on the Founders Shares with the early release upon certain share triggers. The revised draft also provided that VTAQ would arrange to backstop $40 million of the minimum closing cash.

On April 20, 2021, Presto sent VTAQ additional due diligence materials, including pipeline and leadership analyses, a request to understand the Covid impact to the business, and customer benefit results from using Presto’s products.

On April 21, 2021, VTAQ sent Presto a revised letter of intent and term sheet that indicated the valuation remained under discussion, and the parties agreed that VTAQ would continue to finalize its due diligence efforts.

Continuing through May 7, 2021, VTAQ and Presto continued to engage in active email correspondence and telephone and video conversations. During this time, VTAQ conducted additional due diligence on Presto.

During the first two weeks of May, VTAQ negotiated and a non-binding letter of intent with a target company that indicated a willingness to move forward with a business combination on terms that VTAQ believed to be in the best interests of its stockholders. On May 10, 2021, VTAQ and this third party signed a non-binding letter of intent and VTAQ instructed is legal advisors to begin legal due diligence on this party; however, on May 18, 2021, VTAQ terminated this letter of intent.

On May 18, 2021, Mr. Scheetz on behalf of VTAQ and Mr. Suri on behalf of Presto signed a final version of the non-binding letter of intent regarding a business combination transaction between VTAQ and Presto. This letter of intent valued Presto at $700 million and included other terms that were consistent with the last letter of intent negotiated by the parties on April 16, 2021, including a $20 million backstop to be arranged by the Sponsors. Mr. Scheetz sent to the Board the non-binding letter of intent with Presto (that had been discussed by the Board) and provided a summary of the proposed business combination transaction, an overview on Presto, its customer base and market, the preliminary due diligence findings, a summary of the investment thesis, and a thorough investment analysis based on VTAQ’s findings to date. The independent directors were invited to contact VTAQ’s management team with any questions.

On May 26, 2021 and May 27, 2021, representatives from VTAQ traveled to California to meet with representatives of Presto, and conduct due diligence on the company, the products, and the people. Representatives from both VTAQ and Presto met to discuss the company’s business plans, sales and marketing strategies, product demonstrations, management meetings, and financial and accounting practices.

During May and June of 2021, representatives of Dentons and Woolery, counsel to VTAQ, and White & Case, counsel to Presto engaged in a number of conversations to discuss legal due diligence, the timeline for a business combination transaction and drafting definitive documents. During June and July of 2021, representatives of Dentons and Woolery conducted legal due diligence on Presto and exchanged diligence requests with White & Case.

Between July 14, 2021 and July 20, 2021, representatives of VTAQ and Presto negotiated revisions to the previously executed letter of intent to extend exclusivity until October 1, 2021 and increased the backstop commitment to $25 million and revised the Sponsor lockup period to provide that 50% of the Founders Shares would be locked up for 12 months and 50% for 6 months. On July 20, 2021, Presto and VTAQ signed the amended and restated letter of intent with the above changes.

In early June of 2021, representatives of VTAQ attended a telephonic meeting with representative of Presto, during which the participants discussed, among other matters, a proposed timeline for and other key considerations relating to, the PIPE Financing. Representatives of VTAQ discussed interviewing potential financial advisors to represent VTAQ for the PIPE Financing and discussed potential conflicts of interest that may arise if Chardan Capital Markets LLC (“Chardan”) were to be engaged as a placement agent for the PIPE Financing. Representatives of VTAQ consulted with their legal counsel and advisors and determined that no such conflict of interest would exist, and that VTAQ could consider engaging Chardan as a placement agent. Following such discussions, Chardan was added to a list of potential placement agents to be interviewed.

Between June 14, 2021 and July 30, 2021, VTAQ engaged in discussions with a number of potential financial advisors and placement agents, including William Blair, Chardan and Truist Securities. Ultimately, VTAQ signed engagement letters with William Blair, Chardan and Truist Securities and William Blair was engaged as the lead placement agent. William Blair began its due diligence review of Presto in July of 2021. During August and September of 2021, William Blair began to discuss a potential private placement of VTAQ equity with a number of potential investors.

On September 3, 2021, Dentons and Woolery sent White & Case a proposed draft of the Merger Agreement. On October 4, 2021, White & Case sent Dentons and Woolery a revised draft of the Merger Agreement, which reflected, among other things, certain revisions to (i) the mechanics regarding calculation of merger consideration, (ii) the parties’ respective representations and warranties and which materiality thresholds should apply to those representations and warranties for purposes of testing their accuracy at the Closing, (iii) the pre-Closing restrictions on the parties’ operations of their respective businesses, (iv) certain other pre-Closing covenants of the parties, and (v) certain conditions to the parties’ respective obligations to consummate the Closing.

On July 5, 2021, representatives of VTAQ and Presto, with assistance from William Blair compiled a list of potential investors for the PIPE Financing process. These investors included strategic and financial investors, including Presto insiders. Representatives of VTAQ and Presto provided the list of potential strategic investors to William Blair, Chardan and Truist Securities and requested that they review and edit the list based on their knowledge of the sector, including through engagement with their other clients. On July 27, 2021, William Blair provided VTAQ and Presto with a list of 67 potential institutional investors. Beginning in early July 2021, William Blair, Chardan and Truist Securities, in their capacities as placement agents, worked with VTAQ and Presto to prepare a confidential slide deck. They began contacting approximately 110 potential investors about the opportunity, of which approximately 60 agreed to be “wall-crossed” for the purpose of accepting confidential information for purposes of evaluating the opportunity, and approximately 25 of which attended at least one management presentation about the opportunity. Beginning on August 17, 2021 and continuing over the course of August, September, and October 2021, representatives of Presto and VTAQ engaged with more than 20 potential strategic investors, including management meetings, providing additional information, and proposing potential ways for the strategic investors to collaborate with Presto in addition to their financial investment.

On September 24, 2021, Potential PIPE Investor A sent a term sheet to Messrs. Scheetz and MacDonald with a proposal for Potential PIPE Investor A to act as lead investor in a convertible note offering in an aggregate amount between $25 million to $50 million. Over the course of the next two weeks, VTAQ and Potential PIPE Investor A had numerous telephonic and email correspondences relating to the terms of a potential PIPE investment with Potential PIPE Investor A as the lead investor.

During the same period, PIPE Investor B sent a competing term sheet to Messrs. Scheetz and MacDonald with a proposal for Potential PIPE Investor B to act as lead investor in a convertible note offering in an aggregate amount of up to $70 million with $55 million to be provided by PIPE Investor B. Over the course of the next two weeks, VTAQ and PIPE Investor B had numerous telephonic and email correspondences relating to the terms of a potential PIPE investment with Potential PIPE Investor B as the lead investor. After several iterations of the term sheet, VTAQ, Presto and William Blair believed that the terms offered by Potential PIPE Investor B were more attractive than the terms proposed by Potential PIPE Investor A. VTAQ and Potential PIPE Investor B did not sign a term sheet, but rather worked towards definitive documentation.

On October 15, 2021, Dentons and Woolery sent White & Case a revised draft of the Merger Agreement, which reflected, among other things, certain revisions to (i) the mechanics regarding calculation of merger consideration, (ii) the cost sharing provisions, (iii) certain conditions to the parties’ respective obligations to            consummate the Closing and (iv) the Presto non-solicitation covenant.

Between October 15 and November 9, 2021, representatives of Dentons and Woolery, on behalf of VTAQ and White & Case, on behalf of Presto, continued to negotiate the terms of, and exchange drafts of, the Merger Agreement, including provisions relating to (i) reflecting certain pre-closing restructuring steps to be taken by Presto and its affiliates, (ii) reflecting a two-step merger structure, (iii) the mechanics regarding calculation of merger consideration, (ii) certain pre-Closing covenants of the parties, including those related to the equity and debt financings, (vii) certain conditions to the parties’ respective obligations to consummate the Closing and (viii) the cost sharing provisions.

Beginning on September 24, 2021 representatives from William Blair, Truist Securities and Chardan, in their capacity as placement agents received a draft term sheet from prospective PIPE Financing investors. The terms of such a prospective PIPE Financing were further negotiated between representatives of Dentons and Woolery, on behalf of VTAQ, and Mayer Brown LLP, legal counsel to William Blair, Truist Securities and Chardan, and representatives of equity and debt financings by their respective advisors, and multiple drafts of the term sheet were exchanged and revised through October 15, 2021.

On October 27, 2021, White & Case sent Dentons and Woolery drafts of the Sponsor Support Agreement and the Presto Holders Support Agreement. Between October 28, 2021 and November 9, 2021, representatives of Dentons and Woolery and White & Case negotiated the terms of, and exchanged drafts of, the Sponsor Support Agreement, including to address the parties to the Sponsor Support Agreement, the threshold triggering an obligation of the Sponsors to reimburse VTAQ for excess expenses, the terms of the Founders Shares vesting provisions and provisions regarding the Sponsor lock-up.

Between October 18, 2021 through October 31, 2021, representatives of VTAQ and Presto, and representatives of William Blair, Chardan and Truist Securities in their capacities as placement agents, discussed and negotiated changes to the transaction terms following completion of the majority of meetings from the equity and debt financing marketing process and receipt of feedback from potential investors.

Between October 27, 2021 and November 9, 2021, representatives of Dentons and Woolery and White & Case negotiated the terms of, and exchanged drafts of, the Presto Holders Support Agreement.

On October 28, 2021, representatives of VTAQ and PIPE Investor B travelled to California to conduct due diligence and attend in-person product demonstrations with representatives of Presto.

On October 31, 2021, White & Case sent Dentons and Woolery drafts of the Registration Rights Agreement, Certificate of Incorporation and Bylaws, the terms of which the parties continued to negotiate, exchanging drafts prior to the execution of the Merger Agreement on November 10, 2021, to which the agreed forms of the Registration Rights Agreement, Certificate of Incorporation and Bylaws were attached as exhibits.

On October 29, 2021, November 5 and November 8, 2021, the Board held telephonic board meetings, at which members of VTAQ management and representatives of Chardan, Woolery and Dentons were present. At these meetings, management provided an update on the status of the proposed transactions, including the status of discussions with potential debt and equity investors. The board and management discussed the status of discussions regarding the financing and the expected size of the debt and equity financings. Representatives of Woolery reviewed with the members of the Board their fiduciary duties under applicable law in connection with the Business Combination and worked with management to provide an overview of the key terms of the Merger Agreement and the Support Agreements.

At the board meeting on November 8, 2021, and following the above described discussions, the Board unanimously approved and declared advisable the Merger Agreement and determined that the Mergers are advisable and fair to, and in the best interests of, VTAQ and its stockholders, and further resolved to submit the Merger Agreement for adoption by VTAQ’s stockholders at a meeting of VTAQ’s stockholders and recommended that VTAQ’s stockholders adopt the Merger Agreement at such meeting.

On November 9, 2021, the Presto Board, with representatives of White & Case present, met to discuss the business combination, including a detailed discussion of the forms of the transaction documents. Representatives of White & Case reviewed with the members of the Presto Board their fiduciary duties under applicable law in connection with the Business Combination. The Presto Board reviewed the proposed terms of the transaction agreements that had been negotiated with VTAQ and its representatives. Following the presentation by White & Case to the Presto Board and additional discussion on related matters concerning the proposed business combination, the Presto Board unanimously (i) determined that it is in the best interests of Presto and the stockholders of Presto, and declared it advisable, to enter into the Merger Agreement providing for the Mergers, (ii) approved the Merger Agreement and the Business Combination, including the Mergers, on the terms and subject to the conditions of the Merger Agreement, and (iii) adopted a resolution recommending that the Merger Agreement and the Business Combination, including the Mergers, be adopted by the stockholders of Presto.

On November 9, 2021, the parties finalized the transaction documents (or forms thereof) with respect to the proposed business combination based on the terms agreed upon by the parties and approved by their respective boards of directors, including the Presto Holders Support Agreement, the Sponsor Support Agreement, the Subscription Agreements with each of the debt and equity investors, and the Merger Agreement and the exhibits thereto.

On November 10, 2021, VTAQ, Presto, Ventoux Merger Sub and Ventoux Merger Sub II executed the Merger Agreement. Concurrent with the execution of the Merger Agreement, VTAQ also entered into the Presto Holders Support Agreement, the Sponsor Support Agreement, the Subscription Agreements and the Note Financing Warrants, in each case, with the applicable other parties thereto. See “The Business Combination Proposal” for additional information.

On November 10, 2021, VTAQ and Presto issued a joint press release announcing the execution of the Merger Agreement, which VTAQ filed with a Current Report on Form 8-K along with the executed Presto Holders Support Agreement, the executed Sponsor Support Agreement, the form of Subscription Agreement that was executed by the investors, and the investor presentations prepared by members of VTAQ’s and Presto’s management teams regarding Presto and the Business Combination.

On March 22, 2022, VTAQ provided written notification to Continental, as Trustee of the Trust Account, that it would extend the deadline for VTAQ to consummate the Business Combination from March 30, 2022 to June 30, 2022 and make the required payment of $1,725,000 in connection with such extension on or prior to March 30, 2022, in accordance with VTAQ’s certificate of incorporation and the trust agreement governing the Trust Account.

On March 29, 2022, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC, as the Sponsors, loaned $1,150,000 and $575,000 to VTAQ for the purpose of depositing such amounts into the Trust Account in order to extend the deadline for VTAQ to consummate the Business Combination from March 30, 2022 to June 30, 2022, in accordance with VTAQ’s certificate of incorporation and the trust agreement governing the Trust Account. In consideration for such loans, VTAQ issued two unsecured promissory notes (the “Extension Notes”) in the amounts of $1,150,000 and $575,000 to Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC, respectively. On the same day, VTAQ wired the sum of $1,725,000 to Continental, as Trustee of the Trust Account, for the purpose of extending the deadline for VTAQ to consummate the Business Combination from March 30, 2022 to June 30, 2022.

Also on March 29, 2022, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC loaned VTAQ $250,000 and $125,000 for additional working capital purposes. In consideration for such loans, VTAQ issued two unsecured promissory notes (the “Working Capital Notes”) in amounts of $250,000 and $125,000 to Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC, respectively.

The Extension Notes and Working Capital Notes were approved by VTAQ’s audit committee and VTAQ’s Board of Directors. The Extension Notes and Working Capital Notes do not bear interest and mature and are payable (subject to the waiver against trust provisions) upon on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of VTAQ’s liquidation.

On April 1, 2022, VTAQ and Presto entered into an amendment to the Merger Agreement (the “First Merger Agreement Amendment”) to (i) lower the Minimum Cash Condition from $85 million to $65 million (which is subject to waiver at Presto’s discretion) and extend the termination date of the Merger Agreement to August 31, 2022. In addition, on April 1, 2022, VTAQ and Presto executed a Waiver and Consent, pursuant to which VTAQ and Presto mutually consented to (i) Presto’s entry into a certain Note Purchase Agreement with Explorer Partner Investments Holdings, LLC (“SIG”), dated February 24, 2022, pursuant to which Presto issued a Subordinated Convertible Promissory Note for the principal sum of $25,663,013.70 to SIG (the “SIG Bridge Financing”), dated February 24, 2022 (the “SIG Note”), which SIG Note was paid for with a $5,000,000 cash investment and cancellation of $20,000,000 in principal amount and accrued interest on a previously issued convertible promissory note held by SIG, (ii) Presto’s entry into a Venture Loan and Security Agreement with Lago Innovation Fund II, LLC dated March 11, 2022, for a loan amount of $12,600,000 (“Lago Bridge Financing” and together with the SIG Bridge Financing, the “Bridge Financings”), (iii) Presto’s issuance of 412,040 Restricted Stock Units in Presto to various service providers of Presto on March 9, 2022 (the “Initial RSU Issuances”) in satisfaction of equity commitments made to such service providers in connection with their employment by Presto, (iv) Presto’s proposed issuance of up to 75,000 Restricted Stock Units in Presto to Gail Zauder (“Zauder RSU Issuance”), with such issuance replacing Presto’s prior commitment, subject to Board approval, to issue 75,000 options to purchase shares of Presto’s common stock to Gail Zauder, (v) Presto’s proposed issuance of up to 50,000 Restricted Stock Units in Presto to Kim Lopdrup (“Lopdrup RSU Issuance”, and together with the Zauder RSU Issuance and the Initial RSU Issuances, the “RSU Issuances”), with such issuance replacing Presto’s prior commitment, subject to Board approval, to issue 50,000 options to purchase shares of Presto’s common stock to Kim Lopdrup and (vi) VTAQ’s potential execution of a forward purchase agreement with a third party. As of the date of this proxy statement/prospectus, VTAQ and such third party have not entered into any agreements relating to the purchase of VTAQ securities. If VTAQ enters into such an agreement, the terms of such agreement will comply with, and VTAQ will make public disclosures in accordance with, the SEC’s guidance with respect to repurchases of securities of Special Purpose Acquisition Companies. See the section entitled “The Business Combination Proposal — Interests of VTAQ’s Directors and Officers in the Business Combination” of this proxy statement/prospectus.

Beginning in March 2022, Presto and VTAQ engaged in outreach efforts to solicit further additional PIPE financing. Presto identified Cleveland Avenue as a strategic partner and investor, based on its extensive experience investing in food and beverage related companies and technologies. Representatives from Presto and VTAQ engaged in active dialogue and information sharing with representatives Cleveland Avenue on a regular basis. Representatives from Cleveland Avenue travelled to California to meet with the Presto management team as well as conduct in person meetings and due diligence at the Presto’s headquarters.

From November 2021 through June 2022, the market and valuation for technology enabled companies weakened. The Sponsors conducted extensive due diligence and conducted market analysis on comparable companies and valuations both individually and with its advisors. In telephone calls and discussions between Mr. Gupta and Mr. Scheetz, a valuation of $525 million was agreed to reflect market conditions and Presto’s existing performance against its business plan. During this time, Presto and VTAQ recognized the strategic importance of Cleveland Avenue’s industry experience and explored a possibility of Cleveland Avenue making an investment through an Equity PIPE Investment at a valuation of $525 million.

On June 16, 2022, following the special meeting of stockholders held for the purpose of approving proposals relating to extending the time that VTAQ has to consummate a business combination, VTAQ and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement (the “Trust Amendment”), which amends the Investment Management Trust Agreement entered into by VTAQ and the Trustee on December 23, 2020 (the “Trust Agreement”), to (i) extend the date on which the Trustee must liquidate the trust account established in connection with VTAQ’s initial public offering that was consummated on December 30, 2020 (the “IPO”) if VTAQ has not completed its initial business combination from June 30, 2022 to September 30, 2022, and (ii) allow VTAQ, without another stockholder vote, to elect to extend such date by an additional three months, from September 30, 2022 to December 30, 2022. In connection with such special meeting, stockholders holding 15,994,982 shares of common stock elected to and tendered their stock for redemption. In connection thereto, VTAQ paid to redeeming shareholders approximately $10.20 per share, or $163,148,816.40 in the aggregate. Following the redemption relating to such special meeting, VTAQ has 5,567,518 shares of common stock outstanding, which consists of 1,255,018 Public Shares and 4,312,500 privately placed founder shares. VTAQ currently has approximately $12.8 million held in its trust account for the benefit of 1,255,018 Public Shares.

On July 25, 2022, VTAQ entered into several agreements that made the Merger more favorable to VTAQ shareholders and the Equity PIPE Investors and the Note Investor. VTAQ and Presto entered into a second amendment to the Merger Agreement (the “Second Merger Agreement Amendment”) to reduce Presto’s equity value for the purpose of the Merger from $800,000,000 to $525,000,000. In addition, VTAQ entered into an equity subscription agreement with Cleveland Avenue providing for a subscription of 6,593,687 shares of New Presto Common Stock for an aggregate price of $50,000,000. In connection with Cleveland Avenue’s Investment, the Sponsors agreed to transfer 406,313 Founder Shares to Cleveland Avenue for nominal consideration. VTAQ also entered into new and amended and restated subscription agreements to amend and restate previously outstanding subscription agreements executed by VTAQ with certain accredited investors on November 10, 2021, and those not amended and restated were cancelled. In addition, 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 $55,000,000 to $25,000,000, net of original issue discount of 2%, (ii) the interest rate 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. 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 volume weighted average price (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 lockup period and (iii) waive any adjustment of the exercise price of the private placement warrants held by the Sponsors pursuant to Section 4.4.2 of the Warrant Agreement. 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.

The Board’s Reasons for the Approval of the Business Combination

The Board, in evaluating the Business Combination, consulted with VTAQ’s management and its legal and financial advisors. In unanimously (i) resolving that it is in the best interests of VTAQ and its stockholders, and declaring it advisable, to enter into the Merger Agreement, (ii) approving the Merger Agreement and the Business Combination, including the business combination, on the terms and subject to the conditions of the Merger Agreement, and (iii) recommending that the business combination be adopted by VTAQ’s stockholders, the Board considered and evaluated a number of factors, including the factors discussed below. The Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of VTAQ’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the related agreements and the Business Combination, including the following material factors:

•        Large potential addressable market.    The Board noted that demand for automation in the hospitality industry, specifically restaurants, is increasing and is expected to expand in the foreseeable future.

•        VTAQ believes that technologies focused on addressing labor shortage issues in the hospitality space will become increasingly important, sticky and ultimately have relatively inelastic demand — Presto’s entire stack is focused on addressing this macro issue that VTAQ believes will only get worse over time;

•        Presto has enterprise roll out experience and a tech stack that is purely focused on the dining category across casual sit down and QSR players, which is differentiated at scale. VTAQ believes that Presto is also one of the only solutions that are proven, mature, and offered a holistic platform versus point solutions operated by startups;

•        Presto has deep engineering and data science talent and experience with a deep bench and a large head start on category expertise; however, VTAQ believes significant upside remains due to Presto’s historical lack of investment in commercial and sales resources. VTAQ believes it can help with accelerating Presto’s already strong growth as Presto increases investment in those areas;

•        Presto’s newer product lines are maturing and rapidly growing with strong interest from the QSR space, which VTAQ believes dramatically expands Presto’s addressable market while also providing pathways to net revenue retention expansion through fast casual players’ interest in Vision and Voice and QSR players’ interest in Touch;

•        VTAQ’s management team has direct experience with similar business models and VTAQ believes its firsthand knowledge with personalization, recommendation engines, and advertising can be leveraged to improve the ROI on Touch;

•        Presto is positioned to capitalize on the long term tailwinds propelling off-restaurant-premise consumption, which is driving the need for faster speed of service and order accuracy among restaurant operators;

•        Technology investments in restaurants tend to be longer term and operators face a larger hurdle for changing technology systems, which protects Presto’s contracts once they are signed and installed in customers’ units; and

•        Presto’s business model is a high return on capital and predominately asset-light business model, which is attractive for valuation purposes.

•        Reasonableness of aggregate consideration.    Following a review of the financial data provided to VTAQ, including Presto’s historical financial statements and certain unaudited prospective financial information, as well as VTAQ’s due diligence review of the Presto business and the views of VTAQ’s financial advisors, the Board considered the aggregate consideration to be paid and determined that such consideration was reasonable in light of such data and financial information.

•        Competitive positioning of Presto.    The Board noted that Presto is favorably positioned to compete against current and prospective competitors on the basis of factors such as system performance, software and applications, rate of technological innovation, ability to create value through long-term partnerships, end-user support and customer experience, solutions and insight delivery, price, brand recognition and trust, financial resources and access to key personnel.

•        Presto’s intellectual property portfolio.    VTAQ’s management noted to the Board that Presto’s competitive advantages of proprietary software solutions and proven capabilities to install product across large enterprise ecosystems, provides significant barriers to any competitive presence.

•        Talent level of management.    The Board noted that Presto has a seasoned leadership team with leadership experience in building leading-edge technology platforms, scaling business models, building talented and capable teams, exemplary success in securing sales contracts and leading organizations.

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:

•        Ability to compete against better capitalized competitors.    The risk that Presto’s current and prospective competitors could successfully compete against Presto due to greater access to financial resources.

•        Potential for unforeseen system design challenges.    The risk that Presto may need additional capital due to unforeseen circumstances, including engineering or system design challenges.

•        Potential for anticipated technology roadmap timeline to be delayed.    The risk that Presto’s technical roadmap may be delayed or may never be achieved, either of which would have a material impact on Presto’s business, financial condition or results of operations.

•        Potential for slower than anticipated growth in customer demand.    The risk that demand for restaurant technologies, in general, does not develop as expected, or develops more slowly than expected.

•        Potential for Presto to need additional capital before becoming cash flow positive.    The risk that inability to obtain financing when needed may make it more difficult for Presto to operate its business or implement its growth plans.

•        Benefits and growth initiatives may not be achieved.    The risk that the potential benefits and growth initiatives of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe. In this regard, the Board considered that there are risks associated with successful implementation of Presto’s long term business plan and strategy and Presto realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty. The Board considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that VTAQ stockholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination.

•        No third-party valuation.    The risk that VTAQ did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

•        Liquidation.    The risks and costs to VTAQ if the business combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in VTAQ being unable to effect a business combination within the completion window and force VTAQ to liquidate.

•        Stockholder vote.    The risk that VTAQ’s stockholders may object to and challenge the Business Combination and take action that may prevent or delay the consummation of the Business Combination, including to vote down the proposals at the Special Meeting or redeem their shares.

•        Closing conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within VTAQ’s control.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and expenses.    The fees and expenses associated with completing the Business Combination.

•        Other risks.    Various other risks associated with the Business Combination, the business of Presto, and ownership of New Presto’s shares described under the section entitled “Risk Factors.”

In addition to considering the factors described above, the Board also considered that the officers and directors of VTAQ, as well as the Sponsor and their affiliates, have interests in the Business Combination that are in addition to, and that are different from, the interests of VTAQ’s stockholders (see section entitled “Business Combination Proposal-Interests of VTAQ’s Directors and Executive Officers in the Business Combination”). VTAQ’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Board, the Merger Agreement and the Business Combination.

The Board concluded that the potential benefits that it expected VTAQ and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The Board also noted that VTAQ stockholders would have a substantial economic interest in New Presto (depending on the level of VTAQ stockholders that sought redemption of their public shares for cash). Accordingly, the Board unanimously determined that the Merger Agreement and the related agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of VTAQ and its stockholders.

Regulatory Approvals

The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act.

Certain Presto Projected Financial Information

Presto provided VTAQ with Presto’s internally prepared forecasts for the calendar years ending 2021, 2022 and 2023. Presto does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. However, in connection with the proposed Business Combination, management of Presto prepared the financial projections set forth below to present key elements of the forecasts provided to VTAQ for use as a component of its overall evaluation of Presto. Such financial projections are included in this proxy statement/prospectus because they were provided to VTAQ and not to induce stockholders to vote in favor of the proposals to be presented at the Special Meeting. The Presto forecasts were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of Presto’s management, the financial projections were prepared on a reasonable basis reflecting Presto management’s estimates and judgments at the time the forecasts were first provided to VTAQ.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that VTAQ, Presto, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to rely on this information in making a decision regarding the transaction as the projections may be materially different than actual results. We do not plan to refer back to the financial projections in our future periodic reports filed under the Exchange Act.

In developing the projected financial information provided to VTAQ, the management team of Presto gave consideration to numerous estimates and made certain assumptions, including:

•        Presto significantly expanding its total addressable market by branching out into the QSR segment (from casual dining);

•        Presto expanding from a single Tabletop product to a full product suite with three product lines (Touch, Vision and Voice) and six products/use cases (three for Touch, two for Vision and one for Voice);

•        Presto growing the number of restaurants with at least one of its products from approximately 2,800 at December 31, 2021 to approximately 6,500 and 10,000 by December 31, 2022 and 2023, respectively;

•        the majority of Presto’s new revenue growth through December 31, 2023 coming from the sale of the Voice and Vision products, which are projected to make up 60% of Presto’s revenue for the year ending December 31, 2023 while they constituted a de minimis amount of revenue in the year ended December 31, 2021;

•        Presto entering into multi-year contracts with its customers to secure a portion of expected revenues in the years ending December 31, 2022 and 2023;

•        Presto’s blended margins shifting from approximately 25% in the year ending December 31, 2021 to approximately 55% by the year ending December 31, 2023, which is driven by the following assumptions:

•        although margins will vary by customer, Presto’s Vision and Voice products (projected to constitute 60% of Presto’s revenue for the year ending December 31, 2023) having higher margins than the Touch product due to the latter having higher hardware costs than the former, which are primarily software and analytics services;

•        a small increase in Touch product margins driven by scale efficiencies, better sourcing, a movement toward greater logistics and repair operations being handled in-house and a broader Touch product mix that has lower equipment costs; and

•        transaction revenue, which has lower margins than each of the Touch, Vision and Voice products, shifting from 37% of Presto’s revenue in the calendar year ended December 31, 2021 to 16% in the year ending December 31, 2023;

•        Presto continuing to invest in research and development for its Vision and Voice products, in sales and marketing distribution, and in general and administrative in adding enabling systems, processes and strong personnel, led by an increase in its total headcount, including contractors, from 184 at December 31, 2021 to 245 and 328 by December 31, 2022 and 2023, respectively, with personnel expenses making up 65% of total operating expenses in each of 2022 and 2023;

•        total operating expenses, while increasing year-over-year, declining as a percentage of revenue from 82% for the calendar year ended December 31, 2021 down to 52% of revenue for the year ending December 31, 2023, reflecting scale efficiencies with incrementally less operating expenses needed to drive an incremental revenues; and

•        increases in operating expenses are funded by revenue from Presto’s business and funds released to Presto through the closing of the business combination.

The financial projections also reflect estimates and assumptions with respect to matters specific to Presto’s business, all of which are difficult to predict and many of which are beyond Presto’s and VTAQ’s control. While presented with numerical specificity, the financial projections are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Presto’s control.

The various risks and uncertainties include those set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Presto” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus, respectively. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. While all projections are necessarily speculative, Presto believes that the prospective financial information covering longer-term future periods carries increasingly higher levels of uncertainty and should be read in that context. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared.

Neither Moss Adams LLP, Presto’s independent registered public accounting firm, nor WithumSmith+Brown, PC, VTAQ’s independent registered public accounting firm, have reviewed, examined, compiled or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim association with, the information. The report of Moss Adams LLP included in this proxy statement/prospectus relates to Presto’s historical audited consolidated financial statements and does not extend to the unaudited prospective financial information and should not be read to do so.

Presto has not made any representations or warranties regarding the accuracy, reliability, appropriateness or completeness of the projections to anyone, including VTAQ. The inclusion of the financial projections in this proxy statement/prospectus should not be regarded as an indication that VTAQ, Presto or their respective representatives currently consider the projections to be a reliable prediction of actual future events, and reliance should not be placed on the estimated projections to make a decision regarding voting on the proposals to be presented at the Special Meeting.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS (INCLUDING A REGISTRANT’S RESPONSIBILITY TO MAKE FULL AND PROMPT DISCLOSURE OF MATERIAL FACTS, BOTH FAVORABLE AND UNFAVORABLE REGARDING ITS FINANCIAL CONDITION, WHICH RESPONSIBILITY MAY EXTEND TO SITUATIONS WHERE MANAGEMENT KNOWS OR HAS REASON TO KNOW THAT ITS PREVIOUSLY DISCLOSED PROJECTIONS NO LONGER HAVE A REASONABLE BASIS), VTAQ DOES NOT INTEND TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS.

The key elements of the projections provided by management of Presto to VTAQ are summarized in the table below (calendar year basis).

____________

(1)      Projected EBITDA is defined as net loss, adjusted to exclude interest and other expense, net, income taxes, depreciation and amortization expense.

(2)      There was only a negligible difference between Presto’s projected revenue for the calendar year ended December 31, 2021 and its actual revenue. For the calendar year ended December 31, 2021, Presto’s actual comparable non-GAAP gross profit was $7.3 million, its total margin percentage was 24%. For the calendar year ended December 31, 2021, differences between Presto’s Projected EBITDA and actual EBITDA, both as calculated using the formula described in footnote 1 above, was $(76.6) million. The difference was due primarily to change in fair value of warrants and convertible notes of $64.6 million. The remaining differences were due primarily to (a) impairments, (b) loss on infrequent product repairs, (c) hardware repair expense related to COVID, (d) increases in refurbished shipments and the extra resource allocation required with respect thereto, and (e) a slight shift in transaction revenue mix from customers with a lower revenue share to Presto.