VTAQ Ventoux CCM Acquisition Corporation

Item 8.01. Other Events.

As previously reported in a Form 8-K filed on September 27, 2022 (the “Prior 8-K”), E La Carte, Inc. (dba Presto) (“Legacy Presto”), Ventoux CCM Acquisition Corp. (the “Company” or “Ventoux”), Ventoux Merger Sub I Inc. and Ventoux Merger Sub II LLC consummated a merger (the “Business Combination”), as a result of which the Company acquired Legacy Presto and changed its name to Presto Automation Inc. Upon the consummation of the Business Combination, each share of Legacy Presto common stock then issued and outstanding was canceled and converted into the right to receive shares of common stock of the Company, each holder of Legacy Presto common stock acquired the right to receive a number of shares of common stock of the Company if certain price-based vesting conditions are met following the closing of the Business Combination (the “Contingent Consideration”), each outstanding option to purchase shares of Legacy Presto common stock was assumed by the Company and converted into (i) an option to purchase shares of common stock of the Company and (ii) the right to receive certain Contingent Consideration, if any, and each outstanding restricted stock unit of Legacy Presto was assumed by the Company and converted into (i) a restricted stock unit to acquire common stock of the Company and (ii) the right to receive certain Contingent Consideration, if any.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Ventoux was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Presto issuing stock for the net assets of Ventoux, accompanied by a recapitalization.

Pursuant to U.S. GAAP, the Company retroactively applied the recapitalization to Legacy Presto’s equity structure, including the consolidated statements of stockholders’ deficit for the years ended June 30, 2022 and 2021, the components within total stockholders’ deficit within Legacy Presto’s consolidated balance sheets as of June 30, 2022 and 2021 and to the net loss per share and weighted average outstanding shares basic and diluted within the consolidated statement of operations and comprehensive loss, for the years ended June 30, 2022 and 2021. Further, Legacy Presto has retroactively applied the recapitalization to certain notes to the consolidated financial statements, as indicated.

Accordingly, the Company is re-issuing in an updated format the historical financial statements of Legacy Presto included in Item 9.01(a) of the Prior 8-K for the years ended June 30, 2022 and 2021. The information provided in this Current Report on Form 8-K should be read in conjunction with the other portions of the Prior 8-K and the Company’s filings on Form 10-Q and Form 8-K made subsequent to the filing of the Prior 8-K.