New Subscription from Cleveland Avenue Underpins Revised Merger
Deal Terms
Ventoux CCM Acquisition Corp. (“Ventoux”) (NASDAQ: VTAQ) and
Presto today announced revised merger deal terms resulting in a $60
million equity investment alongside approximately $40 million
expected from other sources, including $13 million held in
Ventoux’s trust account assuming no redemptions, into their
previously announced business combination which will result in
Presto becoming a publicly traded company.
Led by Cleveland Avenue, LLC (“Cleveland Avenue”), the $60
million equity injection will accelerate the deployment of Presto’s
technology throughout the restaurant industry. The revised merger
terms reflect a pre-money valuation for Presto of $525 million.
“We believe the additional capital provides a powerful vote of
confidence in the business combination and will give Presto all the
tools needed for an excellent start in its public life. We look
forward to continuing to work with the Presto team and our
investors in consummating this deal and maximizing value for all
stakeholders,” said Ed Scheetz, CEO & Chairman of Ventoux.
“Presto welcomes Cleveland Avenue to our investor syndicate - we
could not have found more aligned and strategic investors. Not only
do they know the industry inside out, they share our vision for
transforming physical industries with advanced digital automation,”
said Rajat Suri, Founder and CEO of Presto.
“Presto, Cleveland Avenue, and Ventoux are the perfect partners
for this next chapter in the public markets given our joint focus
on transforming the restaurant industry using the best
next-generation technology,” said Krishna K. Gupta, Chairman of
Presto and CEO of Remus Capital.
Cleveland Avenue’s Chief Financial and Investment Officer, Keith
Kravcik, will join Presto’s Board. He has been with Cleveland
Avenue since its inception in September 2015, and has a 30-year
career leading financial organizations, including having spent 16
years at McDonald’s Corporation.
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. Presto’s enterprise-grade voice, vision, and touch
technologies help hospitality businesses thrive while delighting
guests. With over 250,000 systems shipped, Presto 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 Cleveland Avenue, LLC
Founded by Don Thompson, the former President and CEO of
McDonald’s Corporation, Cleveland Avenue is a Chicago-based venture
capital firm that invests in lifestyle consumer brands and
technology companies that positively disrupt large and growing
market. Cleveland Avenue has tremendous experience investing in
innovative food and technology brands and restaurant operation
platforms with an impressive portfolio that includes Beyond Meat,
Footprint and Farmer’s Fridge.
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 preliminary proxy statement/prospectus, with the
SEC. The 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 February 23, 2022. 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, plans, objectives,
expectations and intentions with respect to future operations,
products and services and expectations regarding the proposed
business combination between Presto and Ventoux; 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 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 purposes only, are not forecasts
and may not reflect actual results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220726005457/en/
Rajul Misra VP of Marketing, Presto +1 (408) 659-6825
media@presto.com
Ryan Gardella Investor Relations investor@presto.com
Ventoux CCM Acquisition (NASDAQ:VTAQ)
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Ventoux CCM Acquisition (NASDAQ:VTAQ)
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