Merger VTAQ

Presto goes public via merger with Ventoux CCM Acquisition

, SPAC research

Presto, a leading provider of restaurant labor productivity technologies, and Ventoux CCM Acquisition Corp. today announced that they have entered into a definitive merger agreement that will result in Presto becoming a publicly listed company. The transaction values the combined company (the “Company”) at an estimated pro forma equity value of approximately $1 billion. Upon closing, the Company will be renamed Presto Technologies, Inc. and expects to list its common stock on Nasdaq.

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.

Pursuant to the business combination, Ventoux will acquire the Company through a reverse merger. The business combination values the Company at approximately $1.04 billion pro forma equity value, at $10.00 per share. The transaction will be funded by cash from the Ventoux trust account of approximately $172.5 million, assuming no redemptions by Ventoux’s stockholders, and $70 million of gross proceeds from the issuance of equity and convertible financings in the PIPE transaction. Following the transaction and after the payment of transaction expenses, the Company is expected to add over $223.3 million of cash to its balance sheet, assuming no redemptions. Assuming no redemptions of Ventoux’s shares, the current holders of the Company’s securities will hold approximately 77% of the issued and outstanding shares of common stock immediately following the close of the transaction.

Jefferies LLC is acting as exclusive financial advisor and exclusive capital markets advisor to Presto, and White & Case LLP is acting as legal advisor to Presto. Chardan and William Blair & Company, L.L.C. are acting as financial advisors to Ventoux. Woolery & Co. PLLC and Dentons US LLP are acting as legal advisors to Ventoux. William Blair & Company, L.L.C., Truist Securities, Inc. and Chardan are acting as placement agents for the PIPE financing and as capital markets advisors, and Mayer Brown, LLP is acting as legal advisor to the placement agents.

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