Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 13, 2023

Presto Automation Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39830		84-2968594
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

985 Industrial Road

San Carlos, CA 94070

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 817-9012

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	PRST	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock	PRSTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 13, 2023, Nathan Cook submitted his resignation as Interim Chief Financial Officer of Presto Automation Inc. Company (“Presto” or the “Company”), effective immediately. Mr. Cook was engaged as Interim Chief Financial Officer pursuant to an agreement with Teneo Capital LLC (“Teneo”) that required the Company to pay a monthly fee of $90,000, a copy of which was filed as Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2023. The agreement with Teneo terminated upon the Company’s notice to Teneo on the date hereof.

On December 14, 2023, the Board of Directors (the “Board”) of Presto appointed Stanley Mbugua to serve as Interim Chief Financial Officer, effective immediately.

Mr. Mbugua has served as Chief Accounting Officer of the Company since March 2023, a role in which he will remain while serving as Interim Chief Financial Officer, and as the Interim Chief Financial Officer from August 2023 to October 2023. From September 2021 to March 2023, Mr. Mbugua served as Chief Accounting Officer at Skillz Inc., a mobile eSports platform, a position he held since 2021. Mr. Mbugua served as Group Vice President and Chief Accounting Officer of Rimini Street, a software company delivering third-party enterprise software support for Oracle, SAP, JD Edwards, PeopleSoft, Siebel, and other applications, from 2017 to 2021. From 2015 to 2017, Mr. Mbugua served as Senior Director and Corporate Controller at Lattice Semiconductor Corp., a manufacturer of high-performance programmable logic devices. Mr. Mbugua is a Certified Public Accountant and has a Bachelor’s degree from the University of Nairobi.

The Company is in the process of determining potential changes to the compensation arrangements for Mr. Mbugua.

There are no other arrangements or understandings pursuant to Mr. Mbugua’s appointment as Interim Chief Financial Officer. There are no family relationships among any of the Company’s executive officers, members of the Board and Mr. Mbugua, and there are no transactions with Mr. Mbugua that require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

Investor Presentation

On December 14, 2023, the Company posted an updated investor presentation to its website. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company notes as follows:

For restaurant locations that use the Company’s AI technology (e.g., locations other than Checkers which is powered by Hi Auto’s solution), the Company tracks the Non-Intervention Rate (NIR). NIR is a measure of how frequently the Company’s system is able to independently process a drive-thru customer’s order without a member of the restaurant’s staff needing to take over that order. NIR does not relate to the Company’s use of human agents (referred to “humans-in-the-loop” or HITL) in connection with the Company’s AI technology. NIR across all restaurants enabled by Company’s technology is 85% on average, with certain restaurant locations at 95% or higher.

At select locations where the Company is piloting the most advanced version of its AI technology, approximately 30% of orders taken at those locations do not require human agents to enter the orders. With this version of the AI engine, although the AI is able to complete the order without a human agent intervention, human supervision ensures that the AI is accurately entering the order and is immediately ready to review, validate and correct orders if necessary. The Company is rolling out this enhanced AI capability to all restaurants enabled by the Company’s AI technology and targets enabling more than 80% of these stores by March 31, 2024. Pending the completion of that roll out, locations that use the Company’s AI technology currently use human agent intervention, including entering the order, in all instances.

Press Release

On December 14, 2023, the Company issued a press release titled “Presto’s Voice^TM AI Solution Projected to Capitalize on Strong Momentum as Company Releases 2024 and 2025 Projected Annualized Run Rate Targets.” A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Investor Presentation
99.2		Press Release titled “Presto’s Voice^TM AI Solution Projected to Capitalize on Strong Momentum as Company Releases 2024 and 2025 Projected Annualized Run Rate Targets”
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRESTO AUTOMATION INC.

By:	/s/ Susan Shinoff
	Name:	Susan Shinoff
	Title:	General Counsel and Corporate Secretary

Dated: December 14, 2023

Exhibit 99.1

1 i n v es t o r .p r es t o . c o m N e xt Ge n e r ation En t e r p r ise G r a de AI a n d A u t omation Solutions f or th e Restau r ant In dust r y

2 SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS This presentation, and information provided during any discussion accompanying this presentation, contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are based on our management’s beliefs and assumptions and on information currently available to our management. Forward - looking statements include information concerning our possible or assumed future results of our business and statements regarding our financial condition, results of operations, liquidity, plans and objectives. Forward - looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “believe,” “may,” “anticipate,” “estimate,” “continue,” “intend,” “should,” “plan,” “expect,” “predict,” “project,” “potential,” “will,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward - looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward - looking statements. Factors that could cause or contribute to such differences are discussed in the section titled “Risk Factors” included in our Annual Report on Form 10 - K for the year ended June 30, 2023 filed with the SEC on October 11, 2023, as amended by Amendment No. 1 on Form 10 - K/A filed with the SEC on October 12, 2023 (the “2023 Form 10 - K”), and other risk factors detailed from time to time in filings with the SEC. Our ability to predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” and certain other matters discussed in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, and other publicly available sources. THIS PRESENTATION INCLUDES FORWARD - LOOKING STATEMENTS, AND THE DISCLAIMER SHOULD BE READ CAREFULLY Sa f e Ha r bor Sta t e m ent Such factors and many others beyond the control of our management could cause our actual results, performance or achievements to differ materially from any future results. performance or achievements that may be expressed or implied by the forward - looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise and forward - looking statements.

3 T h e Challe n ges I N T R O D U C I N G P R E S T O A U T O M A TI O N Solutions Market Oppo r tuni t y Current C us t o m e r s We are well - placed to scale with many of o ur current customers with their complex and diverse ownership models 58% o f U S r estau r ant oper a t o r s s a y tha t a doptin g technology - enabled solutions t o impr o v e operation s will b e c om m on $ 3.0 B Se r vi c e able a dd r essable ma r k et si z e in t h e US an d C an a da 2 1M+ Restau r ant i ndust r y job openi n gs in t h e US in Jun e 2 0 23 W e o f f er t w o solutions: $17m ‘ e xpandabl e ’ annual r e venue opportunity on P r es t o V oi c e if w e depl o y with franchisees that have currently signed a mast er servi c e or pilo t agreement. $100m+ ‘app roac habl e ’ annual r e venue opportunity on P r es t o V oi c e if w e depl o y a t loc a tions o f r estau ra n t g r oups th a t h a ve a mast er servi c e or pilo t ag r eeme n t. T he QSR and Casu a l D ining segme n t s a r e experiencing: • H igh labor costs • H igh st a ff tu r n o ver • A need t o dri v e higher o r der v alues • A need t o dri v e l o y alty and engagement • A need t o dri v e labor e fficiency P r es t o V oi c e O u r V oi c e AI solution for QS R dri v e - th ru operators. P r es t o T ou ch 1 O u r p a y - a t - t a ble tablet solutions for Casual Dining chain. I n 2024 w e pla n to exit touch. Source(s): “1m job openings” United States Bureau of Labor Statistics, “58%” National Restaurant Association , “$3.0bn” Presto analysis. Note(s): 1. Consistent with our prior disclosure, we expect to engage in a sale, partial sale or wind - down of the Presto Touch business in the coming months. We estimate that this would reduce our monthly expenditures by approximately $0.3 to $0.7 million, partially offset by one - time expenses. We have not adopted any specific alternative and intend to pursue an approach that offers the greatest benefit for our shareholders and allows us to focus our efforts on our Voice business 2. Calculated by multiplying the number of QSRs and Casual Dining restaurants in US and Canada by Presto’s average subscription pricing for Voice and Touch respectively

4 While g r o win g an d r obust , the restaurant industry faces significant operating challenges. Source(s): “30%” Notch Financial; “83%” is Alignable Research Center Labor Shortage Report 2022 Labo r costs h a ve his t orically a c cou n t ed for app r o xim a t ely 30% o f sa l es in r estau ra nts, and r e c e n t labor i nfla tion has e xa c erb a t ed the challenge. T h e r e s t a u r a n t i nd us t r y h a s e x p er i ence d c o n s i s t e n t l y h i g h t u rn o ve r r a t e s a n d i n 202 2 , 8 3 % o f s m a l l re s t a u r an t s i n d i c a t e d d i ff i c u l t l y f i l l i n g t h e i r o pe n r o l e s . I mp r o ving th r oughput enhan c es th e guest e xperien c e (l o w er w ait & deli v ery time s ) and drives revenue. G ene r a ting upsell is a k e y l e v er for inc r easing order size, however, restaurant employees often a t t em p t up s ells in c onsis t e n tl y , wit h mi x ed r esults . A ctiv ely enga g ed custome r s can spend significantly more compared t o p r e - l o yalty beh a vio r . I n c r e asi n g L abor C ost C om b ati n g High Staff T u r n o v er A c hi e vi n g Hig h er Efficiency in Drive - thru Ge n e r ati n g Hig h er A v e r a ge O r der V alues D r ivi n g L o y a l t y a n d En g a ge m ent R e s t a u ra n t o p e r a t o r s ar e t a c k lin g a m y r i a d o f c ha l l e n g e s

5 P r es t o V oi c e P r es t o T ouc h 1 Voice AI solution for Quick Service R estau r a n t ( QSR) dri v e - thrus O ur g r o wth engine C ompl e t es c ompl e x o r de r s with g r e a t er a c cu r acy and mo r e c onsis te n t upsel l wit h limi t ed onsi te r estau r a n t staff intervention Generates increased revenue through upsellin g and f as t er th r ough - put, while allowing staff to focus on order a c cu r acy and r edu c e deli v ery times P a y - a t - table solutio n f or Casua l D ining chains O ur legacy business Provides self - service ordering, p a yme n t p r o c essing, gaming, and personalized guest experiences Allows restaurant to operate fewer st a f f , enhan c e l oyalt y , and gain valuable guest insights Note. 1. We expect to engage in a sale, partial sale or wind down of our Presto Touch business in the coming months W e o f f e r t w o s o l u t i o n s t o a d d r e s s th e r e s t a u r a n t industry’s challenges: Our growth engine P r e s t o V oi c e an d o u r l e g a c y s o l u t i o n P r e s t o T o u c h

6 KEY FEATURES OF PRESTO TOUCH AND CUSTOMER BENEFITS: • R edu ces the ris k o f o r der mista k es and langua g e barrie r s as guests ca n o r der di r ectly through the tablet, using a displ a y in thei r chose n langua g e • I nc r ease s s p eed o f servi c e with guests able t o o r der wit h out w aiting for a ser v er • A ut om a t ed p r om p ts encou r a g e upsell and additional pu r chases • S peeds u p table turn o ve r , all o wing for g r e a t er guest th r oughput • Checks can be closed at the table, on - demand, inc r easin g c onsumer satisfaction • M o r e se c u r e t r ansa c tions wit h p a yme n t to k eniz a tion and encry p tion included wit h in th e d e vi c e • I mp r o v es guest e xperien c e b y p r o viding e n t ertainme n t, par ticular ly all o wing fam ilies to k eep childr en o c cupie d and engaged • G ames and e n t ertainm e n t p r ovide a unique o f f ering to guests, inc r easing c onsum er r e t e n tion • B y ensuring guests a r e enga g ed customers may increase their o r de r v alue • D ri v es inc r ease d u p ta k e o f l o y alty p r o gr am s wit h au tom a t ed p r om p ts and seamless signups • I mp r o v es b rand r e c o gnition b y using customized communication styles and messa g es t o c onnect wit h guests Guests can e asily b r o w se m enus an d pla c e o r de r s th r ough th e tablet T ablets enable c onta c tless p a ym ent at th e table, an d all o w guests t o split bills F or a small f ee, guests can c h oose f r om, an d pl a y gam es on th e tablet Guests can opt in t o lo y a l t y p r og r ams an d r edeem r e w a r ds Self - se r vi c e o r de r i n g P a y m ent pr o c essi n g Buildi n g e n g a ge m ent P r emium gami n g P r e s t o T o u c h i s a p a y - a t - ta b l e ta b l e t s o l u t i o n for Casual Dining chains - it has four key features

7 This video can also be viewed here: youtu.be/81aOLnZBrco P r es t o V oi c e - V ideo O v e r vi e w

8 P r es t o V oi c e d r i v es ROI f or its cus t o m e r s in 3 c o r e ways S o u r ce ( s ) : “ 8 0 % ” a n d “ 3 5 % ” P r e s t o a n a l y s i s A ll o w s r estau ra n t st a ff to be utilized in the restaurant to improve customer satisfaction and drive in - s t o r e r e v enue. R eduction in st a ff v acancies and st a ff t r aining costs as r estau ra n t s a r e less r elia n t on st a ff for dri ve - thru. O u r t echnol o gy - human interface results in mo r e a c cu r a t e o r de r s, ope r a t ed a t a mo r e consis t e n t r a t e, r esulting in consis t e n t th r oughput in the drive - thru lane . W e o f f er upsell s on app r o xim a t ely 80% o f dri v e - thru o r de r s and th e y a r e a c c e p t ed b y guests 35% o f th e time, r esulting in increased revenue. 1. Improved utilization of labor 2. Consistent drive - thru th r oughput a n d o r der a c cur a c y 3. Incremental r e v enue f or c onsis t ent a n d eff e c ti v e upselli n g

9 P r es t o ’ s p r op r ieta r y V oi c e AI solution is un de r pinned b y a P r es t o b o x an d a c loud - b ased AI t e c hn ology solution Presto Voice greets guests, takes orders, and integrates with the restaurants point - of - sale system for processing D ri v e - th ru guests a r e g r e e t ed b y and speak t o th e r estau ra n t ’ s spea k er whic h is c onnec ted t o our Presto box T he b o x is lin k ed t o our cloud - based AI t echnolo gy solution, which takes the order, populates the order in th e r estau ra n t ' s poin t o f sale (PO S ) s ys t em... ... and deli v e r s th e o r der i n t o th e r estau ra n t ’ s Kit chen D ispl a y S ys t em for p r o c essing, all o win g st a ff t o build o r der while the system finalizes the order D ri v e - thru guest a r r i v es Guest is gi v en t h eir o r der b y r estaur ant staff 1 2 3 1 3 2

10 THE K E Y ELEMEN T S OF OUR AI T E CHNO L OGY SO L U TION C ONSI S T OF: P r es t o V oi c e relies on an innovative combination of machine learning and human collaboration to accurately collect customer o r de r s a n d f eed th r ough t o t h e r estau r ant POS T h e P r es t o b o x O u r P r es t o b o x is c onnec ted to th e r estau ra n t ’ s e xisting spea k er b o x, whic h has a mic r ophone to capture spo k en o r de r s for p r o c essing in complex environments. Automatic Speech Recognition (ASR) e n gin e D eciphe r s spo k en orders and converts into text for p r o c essing, including from regional dialects and in challenging audio environments. T e x t - t o - Spee c h ( T T S) e n gin e Converts the t e xt output i n to a hum an - li k e voice for interaction with guests. Natural Language Understanding (N L U) t ec h n ology Analyzes text and deciphers the meanin g t o best ide n tify th e chosen menu item and follo w - u p r esponse. Restaurant P oint of Sale (POS) s y s t em Generated orders a r e popul a t ed i n to th e r estau ra n t ’ s P O S s ys t em, b e f o r e being processed into the r estau ra n t ’ s Kit chen D ispl a y S ys t em. Human - in - t he - L oop (HITL) O u r solutions us e a c ommon app r oach r e f er r ed t o as HI T L to ensu r e th e desi r ed l e vel o f a c cu r acy in o r der takin g is achi e v ed. O ur s ys t ems cur r e n tl y us e a P r es t o hum an a g e n t t o e n t e r , r e vie w , and c or r ect o r der r e c ei v ed b y P r es t o V oi c e and ma k e su r e w e gua r a n t ee industry leading l e v els o f a c cu r ac y .

1 1 Past pr ogr ess Q 2 ‘24 2 Q 3 ' 24 2 Q4 ‘24 2 Summa r y of P r es t o ’ s V oi c e matu r i t y Implementing our a g e n t efficiency p r o g ram and strengthening our AI ac curacy D rivin g w eekly improvements in AI ac cur acy and depl oying AI ac r oss li ve stores Increasing au tom a tion o f o r de r s th r ough a str on g er AI engine Realizing inc r emen tal AI gain s th r ough ta r g e t ed p r oduct development I n vesting and prioritizing e f f orts t o scale cust omers a t positi v e sit e margins T a r ge t ed % of o r de r s processed with no Presto human agent interventio n 3 L ess than 30% 30% 50% 60% 7 0 % Targeted site margins 3 Negative Near b reak even Positive Positive Highly P ositi v e A s w e c ontinue t o depl o y our AI t e ch n ology a n d r edu c e P r es t o human a gent h ou r s, w e seek t o i n c r ease si t e ma r gins Source (s ) : Prest o analysis Note(s): 1. Enhanced AI capability c urrently being rolled out at locations that use our AI technology. Expected to be completed by end of Q1'24 2. Calender years 3. Targeted percentage of orders processed with no Presto human agent intervention and targeted site margins are not projections or forecasts and certain occurences, either in our business or industry - wide, may cause actual results to vary materially from such targets Current progress at select locations 1

1 2 We have significant competitive advantages whi c h will all o w us t o scale our t e ch n ology a c r oss la r ge cus t o m e r s Source(s): “277,000” Presto analysis P r op r ieta r y m a c hi n e l e a r ni n g Human Interface O u r machin e learning i n t er f a c e delivers industry - leading levels of ac curac y an d o r de r deli v ery time r equi r ed t o ope r a t e a high - yield drive - thru business. P r o v en Abili t y t o Scale Our Platf o r ms f or Our C us t o m e r s O ver th e pas t 15 y ea r s, P r es t o has d e v eloped th e kn owled g e and t ools t o install, r oll - out, i n t eg r a te an d educ a t e r estau ra n t ope r a to r s th r ough depl oyin g o ver 277,000 Presto Touch tablets across three diverse customers. Busi n ess Model That is “ Sti c k y ” a n d High G r o w th W e typicall y enga g e in pilo t p r o g r ams t o demonst r a t e R OI , whil e customizing and familiarizing restaurant manag eme n t wit h our capabilities . W hen w e sign M S As, w e g ene r a t e a high l e vel of adoption resulting in large swit chin g c osts. Innovative T e c h n ology O u r t echnol o gy comp r ehensi v ely add r esses th e k e y challen g es of restaurant operators, and seamlessly i n t eg r a t es i n t o a restaurant’s existing technology stack - including enabling multiple bac k - end i n t eg r a tions and c ompl e x menu manag emen t.

1 3 ACTIVE ENG A GEMENT T otal number of s to r es in US a n d C an a d a 1 Presto’s oppor tuni t y at 100% pen et r ation ac r oss logos SIGN P I LOT ROLL OUT DE P L OY PILOT SIGN MSA Su c c ess a c r oss mu l tiple nationally recognized QSR brands S our ce ( s ) : S t o r e c o un t ; P r e s t o a n a l y s i s Note(s): 1. Includes total number of stores for each restaurant in U.S. and Canada, rather than the number of locations that have installed Presto technology 2. The Hi Auto solution powers Presto Voice at Checkers. All other brands use Presto’s own propietary voice technology 2, 7 5 0 俵俵俵俵俵 ( 俵 ) In discussions following deployment of pilot - - 1050 - 俵俵 BRAND A - - - 850 俵俵 BRAND B 4 5 0 - - - 俵俵 BRAND C 2 0 0 - - - 俵俵 BRAND D 3 5 0 俵俵俵 ( 俵 ) - - - - - 俵 O T H ER B R A N D S X 30 + - 850 俵俵俵俵俵 2

1 4 SIGNING BRANDS SIGNING FRANCHISEES SIGNING S T ORES A mu l ti - p r o n ged st r a t egy ta r gets b r a n d - l e v el a n d f r a n c hise - l e v el e n g a gem ent Presto’s sales and marketing t eams f ocuses on str a t egic g r o wth an d cust omer acquisitions by prioritizing and ta r g e ting b rands with rapid store roll - out potential. O ur sale s p r o c ess consists o f f our st eps: signing pilo t s wit h p o t e n tial customers, deploying these pilots and proving the return on investment, ne g o ti a ting mast er servi c e ag r eeme n ts (MSA), and rolling out Presto Voice across stores. O n c e w e h a ve signed u p b rands or franchisees with multiple stores, w e a r e able t o r apidl y ac celer a t e r oll - out with shor t sale s and impleme n t a tion c ycles.

1 5 $17M E x p an dable annual r e v enue oppo r tuni t y T he r e venue f r om loc a tions o f custome r s wit h which we have master service or pilot agreements, but Presto V oi c e is n o t y e t installed C u r r ent C ontr a c t ed L ocations Customers that have currently contracted for specific loc a tions th r ough mast er servi c e or pilo t ag r eeme n ts UN P A CKING THE MARKET O P PO R T UNI T Y $ 2. 5 B P r es t o V oi c e a dd r essable ma r k et si z e in US an d Canada $100M+ Total annual approachable revenue opportunity The total revenue from locations of restaurant g r oups wit h whic h w e h a ve mast er servi c e or pilo t agreements, but Presto Voice is not yet installed Presto Voice has an annual revenue opportunity of over $100m when rolled out across total appr o a c hable locations

1 6 P r es t o V oi c e W e seek t o a cc ele r a t e our r ollout of a c r oss locations that are expandable and approachable through existing agreements S T ORE ROL L O U T T ARGE T S J AN U A RY 2 0 2 4 – D E CEMBER 2 0 25 Li v e s t o r es, # Q 1 ’ 24 Q 1 ’ 25 Q 2 ’ 24 Q 2 ’ 25 Q 3 ’ 24 Q 3 ’ 25 Q 4 ’ 24 Q 4 ’ 25 T he loc a tions o f n e w r estau ra n t g r oups th a t h av e n o t y e t signed a mast er servi c e or pil o t ag r eeme n t New r e s t a ur a n t group locations T he t o tal loc a tions o f r estau ra n t g r oups wit h whic h w e mast er servi c e or pil o t ag r eeme n ts , but Pr es t o V oi c e is n o t y e t installed Total a pp r oa c h a bl e locations T he loc a tions o f cust omers with whic h w e h av e mast er servi c e or pil o t ag r eeme n ts , but Pr es t o V oi c e is n o t y e t installed E xp a nda bl e locations C ust ome r s th a t h a v e cur r e n tly c o n t ract ed f or specific loc a tions th r ough a mast er servi c e or pil o t agreements C o n tra c t e d locations S our ce ( s ) : S t o r e c o un t ; P r e s t o a n a l y s i s Note(s): 1. Growth in locations through June 30, 2024 is based on expansion within restaurant chains and franchise groups with which we have MSA’s. Growth thereafter assumes the addition of one or more additional restaurant chains or franchise group. Our store rollout targets are not projections or forecasts and certain occurences, either in our business or industry - wide, may cause actual results to vary materially from such targets 990 726 562 1 2 70 1 5 30 1890 2250 2 610

1 7 PRESTO LEADERSHIP TEAM X a vier is a Sil i c on V all e y serial e n t r ep r eneur who has f ounded s e v e r a l suc c essfu l sta r tups including F i r eclick ( a c qui r ed b y D igital R i ve r ), W ambo, and Li v eclic k er ( a c qui r ed b y Campaign Monitor). S tanl e y b r ings over 20 year s o f e xperien c e in a c c ou n ting an d fi n an c e with lar g e multin a tional public t echnol o g y c ompanies including Skillz, Rimini Street, and Lattice S emi c onduc t o r . H e is a C P A and holds a B achelor o f C omme r ce ( A cc ou n ting) f r om th e U ni v e r sity o f N ai r obi. K a t i s a n o pe r a ti o n a l s t r a t e g i s t w i t h a t a l e n t f o r b u i l d i n g s t r o n g c u s t o m e r r e l a ti o nsh i p s a n d s c a l i n g ne w dep l o y men t s . H er h o s pi t a li t y b a c k g r o u nd in cl u de s e v e r y t h in g f r o m G ene r a l M a n a g er t o o p e r a tio n a l a n d s t r a t e g i c l e a d e r s h i p r o le s a t O ld C h i c a go , R o ck B o t t o m B re w e r y , G o r d o n B ie r s ch , a nd Longhorn Steakhouse. B ill has l ed P r es t o ’ s s o ft wa r e and system development efforts for the past 10 year s . H e w or k ed on P2 P p r o to cols and wi r eless WAN a t M ic r os o ft . H e holds a mast e r s deg r ee from the University of Illinois at Urbana - Champaign. N a than is a corpo r a t e finan c e e xpert with over 25 year s o f e xperien c e in mana g eme n t c onsulting an d i n t erim mana g eme n t r oles f or global c ompanies. P r e viously he w as a S enior Managing Director with EY - Parthenon. J ustin is a r e venue - f ocused e n t r ep r eneur with over 20 year s o f e xperien c e d r iving the g r o wth o f suc c essfu l t echnol o gy c ompanies. H e w as c o - f ounder o f E v er y s t ep and Li v eclic k er ( a c qui r ed b y CM Group) and provided strategic leadership for WhatCounts, Insider, and Iterate.ai. Justin Foster CRO Nathan Cook In t e r im C F O P r es t o is led b y a highly expe r ie n c ed t e am Xavier Casanova CEO Stanley Mbugua CAO Susan Shinoff Gen e r al C ounsel & Co r po ra t e Secretary S usan has h eade d legal t eams or wa s di vision c ounsel a t E dmodo (H K G : 0777), Sirius XM (NASQ: Siri), an d G r a c en o t e (N Y SE: NLSN). H er e xpertise is in t echnol o g y an d AI. P r e vious t o in - house, she w or k ed for Quinn Emanuel Urquhart & Sullivan, LL P and S t e p t oe & J ohnson, LL P . Kat Hof f man - Flynt V P P r oje c t Mana gem ent Bill Healey CTO

Exhibit 99.2

Presto’s Voice^TM AI Solution Projected to Capitalize on Strong Momentum as Company Releases 2024 Projected Annualized Run Rate

Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru automation technology providers in the hospitality industry, today provided additional information to investors about its projected financial results for calendar year 2024.

As a result of the strong momentum being experienced in its Voice AI solution, Presto is estimating its projected annualized run rate (PARR) to be $17.6M at the end of calendar year 2024, which is directly correlated to the store count projection the company has already released (1270 stores by the end of 2024). We define PARR as the annualized revenue of contracts for our Presto Voice AI solution that are projected to be in effect at the end of the relevant period.

“These projections should convey the market-leading momentum we are seeing in our Presto Voice business as our store count continues to go up and we convert more of our signed and immediate revenue opportunity into live revenue. We expect to be a business of real scale over the course of 2024 and we expect to remain the market leader,” said Krishna Gupta, Chairman of Presto.

As of the date hereof, PARR reflects 404 currently contracted locations with 866 additional projected contracted locations by the end of 2024. As a result, a significant portion of the PARR is based on our expectation that we will roll out additional locations. Our pricing assumes the continuation of our pricing arrangements with Checkers and pricing assumptions which reflect our experience with recent additions of new locations.

We believe that our PARR is a useful measure of our overall expected volume at a particular point in time and of changes in the volume of business over time because it allows investors to understand how we expect our business to scale and eliminates the time impact associated with the signing of new contracts during a quarterly or annual period.

Our Voice contracts are generally for 12-month terms. Our two most significant Voice contracts can be terminated upon 2 months’ notice or on a location-by-location basis, respectively, if minimum service levels are not maintained. All of our contracts have “evergreen” provisions that extend their term automatically unless the customer provides notification of non-renewal. Therefore, unless a notice of non-renewal has been received, our PARR calculation assumes that each contract in place currently will continue through the end of the relevant reporting period.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that refer to 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 management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. Except as otherwise required by applicable law, Presto disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Presto cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Presto. In addition, Presto cautions you that the forward-looking statements contained in this press release are subject to the following risks and uncertainties: our ability to manage our growth effectively, to sustain our recent revenue growth or attract new customers; the limited operating history with our new Voice products in a new and developing market; our ability to roll out new locations within a specified amount of time; our ability to achieve revenue growth while our expenses increase; continued adverse impacts from COVID-19 (including as a result of global supply chain shortages); the loss of any of our three largest customers or a reduction in their business with us; our ability to improve and enhance the functionality, performance, reliability, design, security, or scalability of our platform to respond to customers’ evolving needs; our ability to protect the security of our customers’ information; changing privacy laws, regulations and standards, and our ability to comply with contractual obligations and laws related to data privacy and security; unfavorable conditions in the restaurant industry or the global economy, including with respect to food, labor, and occupancy costs; the availability of capital or financing on acceptable terms, if at all; financial covenants and other restrictions on our actions contained in our financing agreements that may limit our operational flexibility; the length and unpredictability of our sales cycles and the amount of investments required in sales efforts; material weaknesses in our internal control over financial reporting and, our ability to remediate these deficiencies; our ability to continue as a going concern; our ability to receive additional financing in a timely manner; shortages, price increases, changes, delays or discontinuations of hardware; our ability to maintain relationships with our payment processors; our relies on computer hardware, licensed software and services rendered by third parties; U.S. laws and regulations (including with respect to payment transaction processing), many of which are unsettled and still developing, and our or our customers’ ability to comply with such laws and regulations; significant changes in U.S. and international trade policies that restrict imports or increase tariffs; any requirements to collect additional sales taxes or be subject to other tax liabilities that may increase the costs to our customers; our ability to adequately protect our intellectual property rights; claims by third parties of intellectual property infringement; our use of open-source software in our platform; and other economic, business, competitive and/or regulatory factors affecting Presto’s business generally as set forth in our filings with the Securities and Exchange Commission.

Cover	Dec. 13, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2023
Entity File Number	001-39830
Entity Registrant Name	Presto Automation Inc.
Entity Central Index Key	0001822145
Entity Tax Identification Number	84-2968594
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	985 Industrial Road
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	817-9012
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	PRST
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	PRSTW
Security Exchange Name	NASDAQ