Transaction Expected to Close on September 20,
2022
Ventoux CCM Acquisition Corp. (“Ventoux”) (NASDAQ: VTAQ), a
publicly traded special purpose acquisition company, today
announced that Ventoux’s stockholders have approved its proposed
merger with E La Carte (d/b/a Presto) (“Presto”), one of the
largest labor automation technology providers in the hospitality
industry, at a Special Meeting of its stockholders held on
September 14, 2022.
Approximately 99% of the votes cast at the Special Meeting,
representing approximately 80% of Ventoux’s outstanding shares of
common stock entitled to vote at the Special Meeting, were cast in
favor of the proposal to approve the Business Combination. The
formal results of the Special Meeting will be included in a Current
Report on Form 8-K to be filed by Ventoux with the Securities and
Exchange Commission (the "SEC").
The closing of the business combination is expected to take
place on September 20, 2022. 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 previously announced committed
private placement. Upon the closing of the Business Combination,
the combined company (the “Company”) will be renamed “Presto
Automation Inc.” and its common stock and warrants are expected to
begin trading on the Nasdaq Stock Market beginning on September 21,
2022 under the ticker symbols “PRST” and “PRSTW” respectively.
“The capital anticipated to be raised by this transaction will
put Presto well on our way to funding our expected growth and the
future of our industry leading labor automation technology,” Said
Raj Suri, CEO and Founder of Presto. “We believe that Presto is now
well positioned to succeed in the public markets and look forward
to updating the entire investment community on our progress.”
“We are pleased with the outcome of the vote and are now poised
to join forces with Presto and begin life as a publicly traded
company. We continue to believe that the combined Company has a
very desirable profile for investors and look forward to working
together with the Presto team to maximize shareholder value and
create a sustainable growth runway for the future,” said Ed
Scheetz, CEO and Chairman of Ventoux.
About Ventoux CCM Acquisition Corp.
Ventoux is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. VTAQ began trading on the
Nasdaq on December 23, 2020 following its initial public offering.
Its shares of common stock, units, warrants and rights trade under
the ticker symbols VTAQ, VTAQU, VTAQW, and VTAQR respectively. VTAQ
is co-sponsored by Ventoux Acquisition Holdings and an affiliate of
Chardan Capital International.
About Presto
Presto overlays next-gen digital solutions onto the physical
world. Our enterprise-grade touch, vision, and voice technologies
help hospitality businesses thrive while delighting guests. With
over 250,000 systems shipped, we are one of the largest labor
automation technology providers in the industry. Founded at M.I.T.
in 2008, Presto is headquartered in Silicon Valley, Calif. with
customers including many of the top 20 restaurant chains in the
U.S.
Additional Information and Where to Find It
In connection with the proposed business combination involving
Ventoux and Presto, Ventoux has filed a registration statement,
which includes a proxy statement/prospectus, with the SEC. This
press release is not a substitute for the proxy
statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER
INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PRESTO, VENTOUX, THE PROPOSED BUSINESS COMBINATION AND RELATED
MATTERS. The documents filed or that will be filed with the SEC
relating to the proposed business combination (when they are
available) can be obtained free of charge from the SEC’s website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from Ventoux upon written request at
Ventoux CCM Acquisition Corp., 1 East Putnam Avenue, Floor 4,
Greenwich, CT 06830.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to
any securities in respect of the proposed business combination and
shall not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for any securities or a solicitation of
any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, plans, objectives,
expectations and intentions with respect to future operations,
products and services and expectations regarding the proposed
business combination between Presto and Ventoux, including capital
raised in connection with the business combination, and other
statements identified by words such as “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of
similar meaning. Such forward-looking statements are based upon the
current beliefs and expectations of our management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.
In addition to factors previously disclosed or that will be
disclosed in Ventoux’s reports filed with the SEC and those
identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or could
otherwise cause the transactions contemplated therein to fail to
close; (2) the outcome of any legal proceedings that may be
instituted against Ventoux, Presto, the Company or others following
the announcement of the proposed business combination and any
definitive agreements with respect thereto; (3) the inability of
Presto to satisfy other conditions to closing; (4) changes to the
proposed structure of the proposed business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the proposed business combination; (5) the ability to meet stock
exchange listing standards in connection with and following the
consummation of the proposed business combination; (6) the risk
that the proposed business combination disrupts current plans and
operations of Presto as a result of the announcement and
consummation of the proposed business combination; (7) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of the Company to grow and manage growth
profitably, grow its customer base, maintain relationships with
customers and suppliers and retain its management and key
employees; (8) the impact of the COVID-19 pandemic on the business
of Presto and the Company (including the effects of the ongoing
global supply chain shortage); (8) Presto’s limited operating
history and history of net losses; (10) Presto’s customer
concentration and reliance on a limited number of key technology
providers and payment processors facilitating payments to and by
Presto’s customers; (11) costs related to proposed business
combination; (12) changes in applicable laws or regulations; (13)
the possibility that Presto or the Company may be adversely
affected by other economic, business, regulatory, and/or
competitive factors; (13) Presto’s estimates of expenses and
profitability; (15) the evolution of the markets in which Presto
competes; (16) the ability of Presto to implement its strategic
initiatives and continue to innovate its existing products; (17)
the ability of Presto to adhere to legal requirements with respect
to the protection of personal data and privacy laws; (18)
cybersecurity risks, data loss and other breaches of Presto’s
network security and the disclosure of personal information; (19)
the risk of regulatory lawsuits or proceedings relating to Presto’s
products or services; and (20) Presto’s ability to meet the initial
listing requirements of the Nasdaq Stock Market.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Ventoux
and Presto or the date of such information in the case of
information from persons other than Ventoux and Presto, and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding Presto’s
industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purposes only, are not forecasts and may not reflect actual
results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220914005946/en/
Media: Rajul Misra & Brian Ruby media@presto.com (650)
817-9012
Investors: Chris Whitcomb & Ryan Gardella
investor@presto.com
For Ventoux CCM Acquisition Corp.
Brock Strasbourger brock@ventouxccm.com (970) 948-9787
Ventoux CCM Acquisition (NASDAQ:VTAQ)
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