Ventoux CCM Acquisition Corp.

The lenders are insiders: Presto CA holds a secured promissory note dated March 21, 2024 with $4 million of principal and is among the lenders under the Credit Agreement dated September 21, 2022, while company director Keith Kravcik is Chief Investment Officer of all of Cleveland Avenue's investment funds, including the funds invested in Presto. Holders are therefore approving issuances to parties represented on their own board, on top of a split as deep as 1-for-100.

The cover of this amendment carries no number: it reads PROSPECTUS FOR SHARES OF COMMON STOCK OF VENTOUX CCM ACQUISITION CORP., with the share count absent as printed, so nothing about the size of the issuance can be taken from this version. The structure is the two-step form that ends in an LLC: Merger Sub I merges into Presto, which survives as a wholly owned subsidiary, and that survivor immediately merges into Ventoux Merger Sub II, LLC as part of the same overall transaction, with the LLC surviving and VTAQ renamed Presto Automation Inc.

The prospectus cover names no quantity at all — it offers simply shares of common stock of Ventoux CCM Acquisition Corp. — and the meeting date and time are blank, so this amendment fixes no number a reader could rely on. The structure is a two-step merger ending in an LLC: Merger Sub I merges into Presto, and the surviving corporation then merges into Ventoux Merger Sub II, which survives as a wholly owned subsidiary while VTAQ itself is renamed Presto Automation Inc. The second amendment to the merger agreement was signed the same day this amendment was filed.

The post-combination name in this version is Presto Technologies, Inc. — a fact worth pinning to the version rather than to the deal, since a company's intended name is exactly the kind of term that moves between amendments. The cover again carries no share count: it reads PROSPECTUS FOR SHARES OF COMMON STOCK OF VENTOUX CCM ACQUISITION CORP. with the number absent as printed. The meeting is likewise unfixed, stated for [ ], 2022 at [ ] a.m. Eastern time, so no meeting date is recorded.

With neither the date nor the time filled in on the cover, the deadline for exercising redemption rights is not stated in this version, and stockholders will not be able to attend in person under any circumstances — a 12-digit control number printed on the proxy card is the only way in. The transaction also uses two merger subsidiaries, one a corporation and one a limited liability company, so the structure completes in two steps rather than in a single merger.

The transaction is a two-step merger treated as one: Merger Sub I merges into Presto, which survives as a wholly owned subsidiary, and immediately afterwards, as part of the same overall transaction, that surviving corporation merges into Ventoux Merger Sub II, which survives. The target therefore ends as a limited liability company rather than a corporation, which is a different tax and governance outcome from the single-merger form the same words usually describe. No share count, exchange ratio or aggregate consideration appears on the cover of this initial filing.