Ventoux CCM Acquisition Corp. ("Ventoux") (NASDAQ: VTAQ), a
publicly traded special purpose acquisition company, today
announced the confidential submission of a draft registration
statement on Form S-4 (the “Registration Statement”) on Friday,
December 17, 2021 with the U.S. Securities and Exchange Commission
(the “SEC”) relating to its previously announced business
combination with E La Carte, Inc. (“Presto”), a leading provider of
restaurant labor productivity technologies. Shares and warrants of
the combined company are expected to be listed on NASDAQ under the
ticker symbols “PRST” and “PRSTW”, respectively, upon the
consummation of the business combination.
“The submission of our draft registration statement with the SEC
is another step forward in our path to the successful closing of
our business combination with Presto,” said Ed Scheetz, CEO and
Chairman of Ventoux. “Presto’s mission of improving the
productivity of restaurant labor and customer experience through
digital transformation is top of mind for every restaurant brand
right now, and we look forward to working with the team throughout
this deSPAC process and beyond.”
The business combination is subject to the Registration
Statement being declared effective by the SEC, approval by
Ventoux’s shareholders, and other customary conditions.
About Presto
Presto overlays next-gen digital solutions onto the physical
world. Its enterprise-grade touch, vision, and voice technologies
help hospitality businesses thrive while delighting guests. With
over 250,000 systems shipped, it is 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.
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.
Additional Information and Where to Find It
In connection with the proposed business combination involving
Ventoux and Presto, Ventoux intends to publicly file a registration
statement, which will include a preliminary proxy
statement/prospectus, with the SEC. The final proxy
statement/prospectus will be sent to stockholders of Ventoux. 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.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or security holder. However, Ventoux, Presto, and certain
of their directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the
proposed business combination under the rules of the SEC.
Information about Ventoux’s directors and executive officers and
their ownership of Ventoux’s securities is set forth in filings
with the SEC, including Ventoux’s annual report on Form 10-K filed
with the SEC on March 30, 2021 and amended on June 22, 2021 and
December 3, 2021. To the extent that holdings of Ventoux’s
securities have changed since the amounts included in Ventoux’s
most recent annual report, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding the participants will
also be included in the proxy statement/prospectus, when it becomes
available. When available, these documents can be obtained free of
charge from the sources indicated above.
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, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; 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. These
forward-looking statements include, but are not limited to,
statements regarding Presto’s industry, future opportunities for
Ventoux, Presto and the combined company, the future results and
benefits of the proposed business combination, the satisfaction of
the closing conditions to the proposed business combination and the
likelihood and ability of the parties to successfully consummate
the proposed business combination. 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 to
complete the proposed business combination due to the failure to
obtain approval of the stockholders of Ventoux or Presto; (4) the
inability of Presto to satisfy other conditions to closing; (5)
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; (6) the
ability to meet stock exchange listing standards in connection with
and following the consummation of the proposed business
combination; (7) 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;
(8) 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; (9) 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); (10) Presto’s
limited operating history and history of net losses; (11) 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; (12) costs related to proposed
business combination; (13) changes in applicable laws or
regulations; (14) the possibility that Presto or the Company may be
adversely affected by other economic, business, regulatory, and/or
competitive factors; (15) Presto’s estimates of expenses and
profitability; (16) the evolution of the markets in which Presto
competes; (17) the ability of Presto to implement its strategic
initiatives and continue to innovate its existing products; (18)
the ability of Presto to adhere to legal requirements with respect
to the protection of personal data and privacy laws; (19)
cybersecurity risks, data loss and other breaches of Presto’s
network security and the disclosure of personal information; and
(20) the risk of regulatory lawsuits or proceedings relating to
Presto’s products or services. 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 purpose only, are not forecasts
and may not reflect actual results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211220005190/en/
Media: Rajul Misra & Brian Ruby media@presto.com (650)
817-9012 Investors: Ryan Gardella & Michael Bowen
investor@presto.com For Ventoux CCM Acquisition Corp. Brock
Strasbourger brock@ventouxccm.com (970) 948-9787
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