Zaffran directly owns 652,740 shares of Common Stock, representing approximately 1.2% of the outstanding
Common Stock. KKG Enterprises directly owns 279,680 shares of Common Stock, representing approximately 0.5% of the outstanding Common Stock. Krishna K. Gupta, as the sole general partner of Zaffran and sole managing member of KKG Enterprises, may be
deemed to beneficially own the shares of Common Stock held directly by Zaffran and KKG Enterprises. As of the date of this Statement, Mr. Gupta also held 1,200,000 restricted stock units, of which 429,565 shall vest within 60 days and are
included in the beneficial ownership totals reported herein.
The foregoing excludes the contingent right of Romulus I, Romulus II, Romulus III, Romulus
ELC, Zaffran and KKG Enterprises to receive an aggregate of up to 3,761,549 Earn-Out Shares (as defined and described in Item 6 of this Statement).
(c) Except as described herein, none of the Reporting Persons has effected any transaction of the Issuers Common Stock in the last 60 days.
(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities covered by this statement.
(e) Not applicable.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Merger Agreement
On the
Closing Date, pursuant to the Agreement and Plan of Merger, dated as of November 10, 2021 (the Merger Agreement), as amended by that certain Amendment to Agreement and Plan of Merger, dated as of April 1, 2022 (Amendment
No. 1), as further amended by that Second Amendment to Agreement and Plan of Merger, dated as of July 25, 2022 (Amendment No. 2), by and among the Issuer (f/k/a Ventoux CCM Acquisition Corp.), Ventoux Merger Sub I
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer (Ventoux Merger Sub I), Ventoux Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Issuer (Ventoux
Merger Sub II), and E La Carte, Inc., a Delaware corporation (d/b/a Presto, Inc. Legacy Presto), (a) Ventoux Merger Sub merged with and into Legacy Presto, with Legacy Presto being the surviving entity in the First Merger and
continuing (immediately following the First Merger) as a wholly-owned subsidiary of the Issuer (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 merged 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 the Issuer (the Mergers and together with the other transactions contemplated by the Merger Agreement, the Business Combination)
At the Effective Time of the First Merger on the Closing Date (the Effective Time), each share of Common Stock of Legacy Presto issued and
outstanding as of immediately prior to the Effective Time was converted into the right to receive shares of Common Stock of the Issuer. Pursuant to the Merger Agreement, the Reporting Persons received an aggregate of 13,150,399 shares of Common
Stock.
The foregoing excludes the contingent right of Romulus I, Romulus II, Romulus III, Romulus ELC, Zaffran and KKG Enterprises to receive an aggregate
of up to 3,761,549 shares of Common Stock (the Earn-Out Shares). The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price
vesting conditions as follows: (i) if, at any time prior to September 21, 2025 the volume-weighted average price (VWAP) of the Issuers Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time prior to September 21, 2027, the VWAP of the Issuers Common Stock equals or exceeds $15.00 per share
for any 20 trading days within a 30-trading day period, one half (1/2) of the Earnout Shares shall vest.