E la Carte, Inc. (Presto) entered into a definitive merger agreement to acquire Ventoux CCM Acquisition Corp. (NasdaqCM:VTAQ) from a group of sellers for $800 million in a reverse merger transaction on November 10, 2021. Pursuant to the merger agreement, at the closing of the business combination, VTAQ will acquire all of the outstanding equity interests of Presto, and stockholders of Presto will receive $800 million in aggregate consideration in the form of newly issued common stock in the new combined entity. The transaction will be funded by cash from the Ventoux trust account of approximately $172.5 million, assuming no redemptions by Ventoux's stockholders, and $70 million of gross proceeds from the issuance of equity and convertible financings in the PIPE transaction. Following the transaction and after the payment of transaction expenses, Ventoux is expected to add over $223.3 million of cash to its balance sheet, assuming no redemptions. It is anticipated that the transaction will result in at least approximately $92.1 million in gross proceeds for the post-closing company, including proceeds from Ventoux's trust account and the committed private placement. Presto will become publicly traded as a result of the business combination. Assuming no redemptions of Ventoux's shares, the current holders of the company's securities will hold approximately 77% of the issued and outstanding shares of common stock immediately following the close of the transaction. Upon closing, the combined company will be renamed as Presto Technologies, Inc. and expects to list its common stock on Nasdaq. As of August 12, 2022, the combined company will operate as Presto Automation Inc. The Company will continue to be led by Founder & Chief Executive Officer Rajat Suri and Chief Financial Officer Ashish Gupta. The expanded Board of Directors is expected to include Kim Lopdrup and Blythe McGarvie. The Board of Directors will be chaired by longtime investor Krishna Gupta of REMUS Capital.

The closing is subject to certain customary conditions, including, among other things, approval by VTAQ's and Presto's stockholders of the merger agreement; the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; regulatory approvals; the Registration Statement being declared effective by the SEC; VTAQ having at least $85 million of cash available at the Closing, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) VTAQ pursuant to the subscription agreements and the shares of common stock of New Presto to be issued in connection with the business combination having been approved for listing by the Nasdaq Stock Market LLC. In connection with the transactions contemplated by this agreement, Ventoux shall comply promptly but in no event later than fifteen business days after the date hereof with the notification and reporting requirements of the HSR Act. As of April 1, 2022, Ventoux has extended the date by which the company has to consummate a business combination from March 30, 2022, to June 30, 2022. In addition, Ventoux and Presto have amended the merger agreement to lower the minimum cash condition from $85 million to $65 million and extend the termination date of the merger agreement to August 31, 2022. The Boards of Directors of both Presto and Ventoux have unanimously approved the proposed business combination. As of May 23, 2022, the shareholders meeting of Ventoux is scheduled on June 16, 2022. The transaction was approved by Ventoux shareholders on September 14, 2022. The Amendment also amends the Merger Agreement to extend the termination date of the merger agreement to August 31, 2022. The transaction is expected to be completed in the first half of 2022. As of September 14, 2022, the closing of the business combination is expected to take place on September 20, 2022.

Jefferies LLC is acting as exclusive financial advisor with a service fee of $4 million and exclusive capital markets advisor to Presto, and Colin Diamond, Tali Sealman, Laura Katherine Mann, Jonathan Michels, Laura McDaniels, Steven Gee, Joshua Butler and Emery Choi of White & Case LLP are acting as legal advisors to Presto. Chardan Capital Markets, LLC acted as financial advisor to Ventoux with a service fee of $1 million and William Blair & Company, L.L.C. acted as financial advisor and placement agent to Ventoux and will be entitled to receive up $1.6 million in placement agent and financial advisory fees. Mathew J. Saur of Woolery & Co. PLLC and Ilan Katz and Brian Lee of Dentons US LLP are acting as legal advisors to Ventoux. William Blair & Company, L.L.C., Truist Securities, Inc. and Chardan are acting as placement agents for the PIPE financing and as capital markets advisors, and Mayer Brown, LLP is acting as legal advisor to the placement agents. Morrow & Co., LLC acted as the information agent to Ventoux and will receive a fee of $27,500 for its services.

E la Carte, Inc. (Presto) completed the acquisition of Ventoux CCM Acquisition Corp. (NasdaqCM:VTAQ) from a group of sellers in a reverse merger transaction on September 21, 2022. The combined company will operate as Presto Automation Inc. and its common stock and warrants are expected to begin trading under the symbols “PRST” and “PRSTW,” respectively, on the Nasdaq Stock Market beginning on September 22, 2022. Cash proceeds from the business combination, including a strategic investment from Cleveland Avenue, LLC and others, consisted of approximately $120 million to fund expansion and product development across Presto's platform.