The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Proposals.

Each of the Charter Amendment Proposal, Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced initial business combination (“Business Combination”) with E La Carte, Inc., d/b/a Presto, Inc., a Delaware corporation (“Presto”). As previously announced, on November 10, 2021, our merger subsidiaries Ventoux Merger Sub I, Inc. (“Ventoux Merger Sub I”) and Ventoux Merger Sub II, LLC (“Ventoux Merger Sub II”) and Presto entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) Ventoux Merger Sub I will merge with and into Presto, with Presto being the surviving corporation in the first merger and continuing (immediately following the first merger) as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction as the first merger, the surviving corporation will merge with and into Ventoux Merger Sub II, with Ventoux Merger Sub II being the surviving entity in the second merger and continuing (immediately following the second merger) as our wholly-owned subsidiary. Upon the closing, we will be renamed “Presto Technologies, Inc.” and our common stock and publicly traded warrants will continue to be listed on Nasdaq and trade under the ticker symbols “PRST” and “PRSTW,” respectively.

The Company’s prospectus for its IPO and Charter provide that the Company has until June 30, 2022 to complete the Business Combination. Whilebetween the Company and Presto are working towards satisfactioneach of Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP, Metropolitan Offshore Partners Fund VII, LP and CEOF Holdings LP (collectively, the “Lenders”), upon the operation of anti-dilution provisions contained therein (the “October Issuance Proposal”). Keith Kravcik, a director of the conditionsCompany, is the Chief Investment Officer of all of Cleveland Avenue’s various Investment Funds, including the funds invested in the Company, and the Lenders are lenders under that certain Credit Agreement (“Credit Agreement”) dated as of September 21, 2022, and as amended to completedate, by and among the Business Combination,Company, the Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 30, 2022 to hold a special meeting to obtain stockholder approval ofLenders and consummate the Business Combination. Accordingly, the Board believes that in order to be able to successfully complete the Business Combination, it is appropriate toother parties thereto;

3.      approve the Extension Proposals. If the Extension Proposals are approved, the Company expects to seek stockholder approvalissuance of the Business Combination. If stockholders approve the Business Combination, the Company expects to consummate the Business Combination as soon as practicable following stockholder approval, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. The Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete the Business Combination. For more information regarding the Business Combination and the Merger Agreement, please read the Current Report on Form 8-K relating to the Business Combination that we filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021, including the complete text of the Merger Agreement attached as an exhibit thereto, and the definitive proxy statement to be sent to the Company’s stockholders in connection with the vote to approve the Business Combination when it becomes available.

In connection with the Extension Proposals, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of common stock issuedCommon Stock in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Proposals. If the Extension Proposals are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Charter Amendment. As of the record date, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC (the “Sponsors”) own 2,728,875 and 1,493,625 shares of our common stock, respectively, and together with 90,000 shares of common stock held by our certain of our directors (or a fund that is affiliated with one of our directors), which we collectively refer to as the “Founder Shares,” that were issued to the Sponsors and our certain of our directors (or a fund that is affiliated with one of our directors) prior to our IPO, and 6,675,000 private placement warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsors in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or June      , 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Based upon the currentan amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately [•] at the timeexcess of the Special Meeting. The closing price19.99% of the Company’s common stock on May      , 2022 was $            . The Company cannot assure stockholders that they will be able to sell theiroutstanding Common Stock before the issuance of such shares, of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals.

If either of the Extension Proposals are not approved and we do not consummate the Business Combinationrequired by June 30, 2022, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equalNasdaq Listing Rule 5635(d), pursuant to the aggregate amount then on deposit interms of those certain Common Stock Purchase Agreements, dated November 17, 2023, by and between the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholdersCompany and the Boardpurchasers named therein upon the operation of anti-dilution provisions contained in accordance with applicable law, dissolvesuch agreements (the “November Issuance Proposal”);

4.      approve the potential issuance of shares of Common Stock underlying convertible notes and liquidate, subjectwarrants, in each case to the Company’s obligations under the Delaware General Corporation Law (“DGCL”) to provide for claimsan amount in excess of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsors and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension Proposals at any time without any further action by our stockholders.

The affirmative vote of at least a majority19.99% of the Company’s outstanding Common Stock before the issuance of such convertible notes, as required by and in accordance with Nasdaq Listing Rule 5635(d), pursuant to (i) the terms of those certain Securities Purchase Agreements, dated January 29, 2024, by and between the Company and the purchasers named therein and (ii) the terms of warrants to purchase shares of common stock, including the Founder Shares, will be required to approve the Charter Amendment Proposal. The approvalCommon Stock, respectively (the “January Issuance Proposal”); and

After careful consideration of all relevant factors, the Board has determined that the Extension Proposals and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instructionimportant to vote “FOR” such proposals.us.    

Under the DGCL and the Company’s Bylaws, no other business may be transacted at the Special Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Proposals, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we strongly urge you to read this material carefully andcast your vote your shares.promptly. You may vote over the Internet, as well as by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

VENTOUX CCM ACQUISITION CORP.
1 EAST PUTNAM AVENUE, FLOOR 4
GREENWICH, CT 06830

PRELIMINARY PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE      , 2022

The special meeting, which we refer to as the(the “Special Meeting”, of stockholders of Ventoux CCM Acquisition Corp., which we refer to as the “we”, “us”, “our” or the “Company”, will be held at          a.m. Eastern Time on June      , 2022 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/ventouxccm/2022). The Special Meeting will be held virtually on February 26, 2024 at 10:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/PRST2024SM. The Special Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting.

At the Special Meeting, our stockholders will be asked to:

1.      approve an amendment to the Second Amended and Restated Certificate of Incorporation of the Company to increase the total number of authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company from 180,000,000 shares to 100,000,000,000 shares (the “Charter Amendment Proposal”);

2.      approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock before the issuance of such shares, as required by and in accordance with Nasdaq Listing Rule 5635(d), pursuant to the terms of (i) that certain Securities Purchase Agreement, dated October 10, 2023, by and between the Company and Presto CA LLC, an entity affiliated with Cleveland Avenue LLC, upon the operation of anti-dilution provisions contained therein and (ii) those certain Warrants to Purchase Common Stock, dated October 16, 2023, by and between the Company and each of Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP, Metropolitan Offshore Partners Fund VII, LP and CEOF Holdings LP (collectively, the “Lenders”), upon the operation of anti-dilution provisions contained therein (the “October Issuance Proposal”). Keith Kravcik, a director of the Company, is the Chief Investment Officer of all of Cleveland Avenue’s various Investment Funds, including the funds invested in the Company, and the Lenders are lenders under that certain Credit Agreement (“Credit Agreement”) dated as of September 21, 2022, and as amended to date, by and among the Company, the Lenders and the other parties thereto;

3.      approve the issuance of shares of Common Stock in an amount in excess of 19.99% of the Company’s outstanding Common Stock before the issuance of such shares, as required by and in accordance with Nasdaq Listing Rule 5635(d), pursuant to the terms of those certain Common Stock Purchase Agreements, dated November 17, 2023, by and between the Company and the purchasers named therein upon the operation of anti-dilution provisions contained in such agreements (the “November Issuance Proposal”);

4.      approve the potential issuance of shares of Common Stock underlying convertible notes and warrants, in an amount in excess of 19.99% of the Company’s outstanding Common Stock before the issuance of such convertible notes, as required by and in accordance with Nasdaq Listing Rule 5635(d), pursuant to (i) the terms of those certain Securities Purchase Agreements, dated January 29, 2024, by and between the Company and the purchasers named therein and (ii) the terms of warrants to purchase shares of Common Stock, respectively (the “January Issuance Proposal”); and

5.      transact any other business that may properly come before the Special Meeting and any adjournments or postponements thereof.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced initial business combination (“Business Combination”) with E La Carte, Inc., d/b/a Presto, Inc., a Delaware corporation (“Presto”). As previously announced, on November 10, 2021, our merger subsidiaries Ventoux Merger Sub I, Inc. (“Ventoux Merger Sub I”) and Ventoux Merger Sub II, LLC (“Ventoux Merger Sub II”) and Presto entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) Ventoux Merger Sub I will merge with and into Presto, with Presto being the surviving corporation in the first merger and continuing (immediately following the first merger) as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction as the first merger, the surviving corporation will merge with and into Ventoux Merger Sub II, with Ventoux Merger Sub II being the surviving entity in the second merger and continuing (immediately following the second merger) as our wholly-owned subsidiary. Upon the closing, we will be renamed “Presto Technologies, Inc.” and our common stock and publicly traded warrants will continue to be listed on Nasdaq and trade under the ticker symbols “PRST” and “PRSTW,” respectively.

The Company’s prospectus for its IPO and Charter provide that the Company has until June 30, 2022 to complete the Business Combination. While the Company and Presto are working towards satisfaction of the conditions to complete the Business Combination, the Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 30, 2022 to hold a special meeting to obtain stockholder approval of and consummate the Business Combination. Accordingly, the Board believes that in order to be able to successfully complete the Business Combination, it is appropriate to approve the Extension Proposals. If each of the Extension Proposals are approved, the Company expects to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, the Company expects to consummate the Business Combination as soon as practicable following stockholder approval, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. The Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete the Business Combination. If the proposals for each of the Extension Proposals are approved, we plan to hold another stockholder meeting prior to the Extended Date (or the Additional Extension Date, if applicable) in order to seek stockholder approval of the Business Combination and related proposals. For more information regarding the Business Combination and the Merger Agreement, please read the Current Report on Form 8-K relating to the Business Combination that we filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021, including the complete text of the Merger Agreement attached as an exhibit thereto, and the definitive proxy statement to be sent to the Company’s stockholders in connection with the vote to approve the Business Combination when it becomes available.

In connection with the Extension Proposals, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of common stock issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Proposals. If the Extension Proposals are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Charter Amendment. As of the record date, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC owns 2,728,875 and 1,493,625 shares of our common stock, respectively, and together with 90,000 shares of common stock held by our certain of our directors (or a fund that is affiliated with one of our directors), which we collectively refer to as the “Founder Shares”, that were issued to the Sponsors and our certain of our directors (or a fund that is affiliated with one of our directors) prior to our IPO, and 6,675,000 private placement warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsors in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or June      , 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. In such event, the Company may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If either of the Extension Proposals are not approved and we do not consummate the Business Combination by June 30, 2022, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses)Nasdaq Listing Rule 5635(d), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the “DGCL”, to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsors and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the public shares.

If the Company liquidates, the Sponsors have agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsors would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.10. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.10, plus interest, due to unforeseen claims of creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because the Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC”, on December 28, 2020, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.

If each of the Extension Proposals are approved, the Company, pursuant to (i) the terms of the investment management trust agreement,those certain Securities Purchase Agreements, dated December 23, 2020,January 29, 2024, by and between the Company and Continentalthe purchasers named therein and (ii) the terms of warrants to purchase shares of Common Stock, Transfer & Trust Companyrespectively (the “Trust Agreement”“January Issuance Proposal”), will (i) remove from the Trust Account an amount, which we.

refer to as the “Withdrawal Amount”, equal to the numberMembers of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount and (iii) amend and restate the Trust Agreement to allow for the Business Combinationour management team are expected to be consummated prior to the Extension Date or the Additional Extension Date (if applicable). The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete the Business Combination on or before the Extension Date or the Additional Extension Date (if applicable). Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on the Business Combination through the Extension Date or the Additional Extension Date (if applicable) if the Extension Proposals are approved.

Our Board has fixed the close of business on April 27, 2022 as the date for determining the Company’s stockholders entitled to receive notice of and votepresent at the Special Meeting, where they will have an opportunity to make a statement if so desired and any adjournment thereof. Only holders of record of the Company’s common stock on that date are expected to be available to respond to appropriate questions.

Who is entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting, there were 21,562,500 shares of common stock outstanding. The Company’s warrants do not have voting rights in connection with the Extension Proposals or the Adjournment Proposal.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $27,500. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate the Business Combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate the Business Combination.

This Proxy Statement is dated __________, 2022 and is first being mailed to stockholders on or about __________, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on            , 2021: This notice of meeting and the accompanying proxy statement are available at

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGvote?

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        our ability to complete the Business Combination;

•        the anticipated benefits of the Business Combination;

•        our executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business, as a result of which they would receive expense reimbursements or other benefits;

•        our potential ability to obtain additional financing, if needed, to complete the Business Combination;

•        the volatility of the market price and liquidity of our securities;

•        the use of funds not held in the Trust Account; and

•        the competitive environment in which our successor will operate following the Business Combination.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our final prospectus dated December 23, 2020, as filed with the SEC on December 28, 2020 and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

BACKGROUND

We are a blank check company formed in Delaware on July 10, 2019, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

There are currently 21,562,500 shares of common stock issued and outstanding. In addition, we issued warrants to purchase 8,625,000 shares of common stock as part of our IPO and warrants to purchase 6,675,000 shares of common stock as part of the private placement with the Sponsors that we consummated simultaneously with the consummation of our IPO. Each whole warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per whole share, to be exercised only for a whole number of shares of our common stock. The warrants will become exercisable 30 days after the completion of our Business Combination and expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsors or its permitted transferees. We also issued 17,250,000 rights as part of our IPO. Each right entitles the holder thereof to receive one-twentieth (1/20) of one share of common stock upon the consummation of the Business Combination.

Approximately $[175] million (or approximately $[10.10] per public share) is being held in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, which we refer to as the “1940 Act”, with a maturity of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of the Business Combination or (ii) the distribution of the proceeds in the Trust Account as described below.

As previously announced, on November 10, 2021, we, our merger subsidiaries Ventoux Merger Sub I and Ventoux Merger Sub II and Presto entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) Ventoux Merger Sub I will merge with and into Presto, with Presto being the surviving corporation in the first merger and continuing (immediately following the first merger) as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction as the first merger, the surviving corporation will merge with and into Ventoux Merger Sub II, with Ventoux Merger Sub II being the surviving entity in the second merger and continuing (immediately following the second merger) as our wholly-owned subsidiary. Upon the closing, we will be renamed “Presto Technologies, Inc.” and our common stock and publicly traded warrants will continue to be listed on Nasdaq and trade under the ticker symbols “PRST” and “PRSTW,” respectively.

In order to finance transaction costs in connection with the Business Combination, the Sponsors have provided, in the form of loans, an aggregate of $2,100,000 to us to fund our expenses relating to investigating and selecting a target business and other working capital requirements in connection consummating the Business Combination. As of the date of the proxy, approximately 1,725,000 of such loans were drawn and outstanding.

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed.

SPECIAL MEETING OF COMPANY STOCKHOLDERS

This proxy statement is being provided to Company stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting, which will be held on            at            Eastern Time via live webcast. This proxy statement contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about            , 2022 to all stockholders of record of the Company as of April 27, 2021, the record date for the Special Meeting. Stockholders of record who owned Company Common Stock at the close of business on the record date are entitled to receive notice of, attend andRecord Date may vote at the Special Meeting. On the record date, there were 21,562,500 sharesThe only class of Company Common Stock outstanding.

Date, Time and Place of Special Meeting

The Special Meeting will be held on            at            Eastern Time via live webcast, or such other date, time and placestock entitled to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. You can participate in the meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/ventouxccm/2022 and entering the voter control number included on your proxy card. You will not be able to attend the meeting in person.

Voting Power; Record Date

As a stockholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast atis the Special Meeting if you owned sharesCompany’s common stock, par value $0.0001 per share (the “Common Stock”). Each holder of our Common Stock aton the close of business on April 27, 2021, whichRecord Date is the record date for the Special Meeting. You are entitled to one vote for each share of our Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.by such holder. On the record date,Record Date, there were 21,562,500            shares of Common Stock outstanding of which 17,250,000 are public shares and 4,312,500 are Founder Shares held by our Initial Stockholders.

Proposals at the Special Meeting

At the Special Meeting, Company stockholders will vote on the following proposals:

•        The Charter Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”), substantially in the form set forth in Annex A to the accompanying Proxy Statement (the “Charter Amendment”) to (i) extend the date by which the Company has to consummate a business combination for three months, from June 30, 2022 (the “Original Termination Date”) to September 30, 2022 (the “Extension” and such date, the “Extension Date”), and (ii) allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination for an additional three months after the Extension Date, from September 30, 2022 to December 30, 2022 (the “Additional Extension Date”) (the “Charter Amendment Proposal”);

•        The Trust Amendment Proposal — a proposal to amend the Investment Management Trust Agreement, dated December 23, 2020 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement substantially in the form set forth in Annex B to the accompanying proxy statement, to extend the date on which Continental must liquidate the trust account (the “Trust Account”) established in connection with the initial public offering (“IPO”) if the Company has not completed its initial business combination, from June 30, 2022 to the Extension Date, or the Additional Extension Date if applicable, (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Extension Proposals”); and

•        The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals (the “Adjournment Proposal”).

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Company stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Company’s Common Stock outstanding on the record date and entitled to vote at the Special MeetingMeeting.

December 31, 2022 if each of the Extension Proposals are approved). Our initial stockholders purchased the Founders Shares prior to the IPO for an aggregate purchase price of $25,000. Based on the closing price of the Company’s Common Stock on Nasdaq of $[            ] on [            ], 2022, such vested shares would be worth $[•];

•        the fact that, simultaneously with the closing of the IPO and over-allotment exercise, we consummated the sale of 4,450,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors. The warrants are each exercisable commencing on the later of 30 days following the closing of the Business Combination and 12 months from the closing of the IPO, which occurred on December 30, 2020, for one share of common stock at $11.50 per share. If we do not consummate a Business Combination transaction by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved), the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our Sponsors had an aggregate market value of $[            ] based upon the closing price of $[            ] per warrant on the Nasdaq on [            ], 2022.;

•        the fact that our Sponsors, officers and directors will lose their entire investment in us if we do not complete a business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved). Certain of them may continue to serve as officers and/or directors of New Presto after the closing of the Business Combination. As such, in the future they may receive any cash fees, stock options or stock awards that the New Presto Board determines to pay to its directors and/or officers.

•        the fact that our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved);

•        the fact that, in order to protect the amounts held in the Trust Account, certain of the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with whichLenders, the Company has discussed entering into a transaction agreement, reduce the amountagreed to raise aggregate gross cash proceeds of fundsnot less than $12 million on or before March 8, 2024 in the Trust Account to below $10.10 per share, except as to any claimsexchange for certain concessions and waivers by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claimsMetropolitan under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act;

•        the fact that, in order to protect the amounts held in the Trust Account, the Sponsors have agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act;

•        the fact that, following the closing of the Business Combination, our Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to the Company and remain outstanding.Credit Agreement. As of the date of this proxy statement/prospectus, our Sponsors have not made any advancesProxy Statement, the Company had raised $6 million of aggregate gross cash proceeds and therefore intends to us for working capital expenses. If we do not complete an initial Business Combination within the required period, we may useissue a portion of our workingthe additional authorized shares that may become available if the Amendment is approved in an additional capital held outside the Trust Accountraise prior to repay the working capital loans, but no proceeds held in the Trust Account would be usedMarch 8, 2024. The Company also intends to repay the working capital loans;

•        the fact that, following the consummationissue a portion of the Business Combination, we will continue to indemnify our existing directorsadditional authorized shares that may become available if the Amendment is approved as described in Proposal 2 (the October Issuance Proposal), Proposal 3 (the November Issuance Proposal) and officers and will maintain a directors’ and officers’ liability insurance policy;

•        the fact that, upon the closing of the Business Combination, subject to the terms and conditions of the Merger Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating

and consummating an initial Business Combination, and repayment of any other loans, if any, and on such terms as to be determinedProposal 4 (the January Issuance Proposal). As previously disclosed by the Company on February 2, 2024, net proceeds from time to time, made by our Sponsor or certain of our officersthe January 2024 Offering (as defined below), together with the Company’s other cash resources and directors to finance transaction costs in connection with an intended initial Business Combination. As of [            ], 2022, the total aggregate amount of out-of-pocket expenses expected to be repaid byprojects revenues, are sufficient for the Company upon consummationto sustain its operations through the end

•        The Company will disclose in a Current Report on Form 8-k prior to the Special Meeting the following information:

•        the amount of securities purchased in such transaction(s), along with the purchase price;

•        the purpose of such purchases;

•        the impact, if any, of the purchases on the likelihood that the business combination transaction will be approved;

•        the identities of security holders who sold such shares (if not purchased on the open market) or the nature of security holders (e.g. 5% security holders) who sold such shares; and

•        the number of securities for which the Company has received redemption requests pursuant to its redemption offer.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum. Abstentions will have the same effect as a vote “AGAINST” each of the Extension Proposals, but will have no effect on the Adjournment Proposal.

In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Special Meeting.

Voting Your Shares — Stockholders of Record

If you are a stockholder of record, you may vote online at the Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Special Meeting virtually and vote online, if you choose.

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://www.cstproxy.com/ventouxccm/2022 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [            ], 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting or attend the Special Meeting virtually to vote your shares online.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card

to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the Special Meeting virtually, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number ofadditional shares of Common Stock you held as ofand such shares would be available for issuance if the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.Amendment is approved.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Special Meeting, you must submit proof of your legal proxy reflectingWithout an increase in the number of yourauthorized shares along with your nameof Common Stock, we will be constrained in our ability to raise capital and email addresswill not be able to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on [            ], 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Special Meeting prior to the start time leaving ample time for the check in.fund our operations, which would adversely affect our financial performance and growth.

AttendingPotential Effects of the Special Meeting

Only Company stockholders on the record date or their legal proxy holders may attend the Special Meeting. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting bye-mailing a later-dated, signed proxy card to us at brock@ventouxccm.com, so that it is received by our Secretary prior to the Special Meeting or by attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

No Additional MattersAmendment

The Special Meeting has been called only to consider the approval of each of the Extension Proposals and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not includedproposed increase in this proxy statement, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions About Voting

If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Morrow Sodali, at (800) 662-5200 (toll free) or by email at VTAQ.info@investor.morrowsodali.com.

Redemption Rights

If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Youauthorized shares of Common Stock will not have any immediate effect on the rights of our existing stockholders. The Board will have the authority to issue the additional shares of Common Stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or rules of any stock exchange on which our securities may be listed. The issuance of additional shares of Common Stock will decrease the relative percentage of equity ownership of our existing stockholders, thereby diluting the voting power of their Common Stock, and, depending on the price at which additional shares may be issued, could also be abledilutive to redeem your publicthe earnings per share of our Common Stock.

It is possible that a subsequent issuance of these shares could have the effect of delaying or preventing a change in connection with any stockholder vote to approvecontrol of the Business Combination.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on June      , 2022 (two business days beforeCompany. Shares of authorized and unissued Common Stock could, within the Special Meeting) tender your shares physicallylimits imposed by applicable law, be issued in one or electronicallymore transactions that would make a change in control of the Company more difficult, and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Appraisal Rights

Appraisal rights are not available to holderstherefore, less likely. Issuances of additional shares of our Common Stock in connection withcould dilute the Extension Proposals.

Proxy Solicitation Costs

We will pay forearnings per share and book value per share of our outstanding Common Stock and dilute the entire coststock ownership or voting rights of soliciting proxies from our working capital. We have engaged Morrow Sodalia person seeking to assist inobtain control of the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $27,500. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officersCompany. While it may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate the Business Combination if the Extension is approved, we do not expect such paymentsdeemed to have a material effect onpotential anti-takeover effects, the proposal to increase the authorized Common Stock is not prompted by any specific effort of which we are aware to accumulate shares of our ability to consummateCommon Stock or obtain control of the Business Combination.

PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL

The Charter AmendmentCompany.

The Company is proposing to amend its Charter to extend the date by which the Company has to consummate the Business Combination to the Extension Date or the Additional Extension Date (if necessary).

The Charter Amendment Proposaladditional authorized shares of Common Stock, if and the Trust Amendment Proposal (the “Extension Proposals) are required for the implementationwhen issued, would be part of the Board’s plan to allowexisting class of Common Stock and would have the Company more time to complete the Business Combination.

If either of the Extension Proposals are not approvedsame rights and we have not consummated the Business Combination by June 30, 2022, we will (i) cease all operations except for the purpose of winding up, (ii)privileges as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account andCommon Stock currently outstanding. Stockholders do not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’have preemptive rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthlessCommon Stock. Therefore, should the Board determine to issue additional shares of Common Stock, existing stockholders would not have any preferential rights to purchase such shares in the eventorder to maintain their proportionate ownership thereof.

Effectiveness of our winding up. In the event of a liquidation, the Sponsors and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Warrants.Amendment

If our stockholders approved the Extension Proposals are approved, then weCharter Amendment Proposal, the Amendment will filebecome effective upon the filing of an amendment to the Charterour Certificate of Incorporation with the Secretary of State of the State of Delaware, substantially in the form set forth in Annex A hereto and amend the Trust Agreement substantially in the form set forth in Annex B hereto. We will remain a reporting company under the Exchange Act and our units, common stock, public warrants and rights will remain publicly traded.

A copy of the proposed amendmentwhich filing is expected to the Charter of the Company is attached to this Proxy Statement in Annex A. A copy of the proposed amendment to the Trust Agreement is attached to this Proxy Statement substantially in Annex B

Reasons for the Charter Amendment Proposal

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal (the “Extension Proposals”) and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced initial business combination (“Business Combination”) with E La Carte, Inc., d/b/a Presto, Inc., a Delaware corporation (“Presto”). As previously announced, on November 10, 2021, we, our merger subsidiaries Ventoux Merger Sub I and Ventoux Merger Sub II and Presto entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) Ventoux Merger Sub I will merge with and into Presto, with Presto being the surviving corporation in the first merger and continuing (immediately following the first merger) as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction as the first merger, the surviving corporation will merge with and into Ventoux Merger Sub II, with Ventoux Merger Sub II being the surviving entity in the second merger and continuing (immediately following the second merger) as our wholly-owned subsidiary. Upon the closing, we will be renamed “Presto Technologies, Inc.” and our common stock and publicly traded warrants will continue to be listed on Nasdaq and trade under the ticker symbols “PRST” and “PRSTW,” respectively.

The Company’s prospectus for its IPO and Charter provide that the Company has until June 30, 2022 to complete the Business Combination. While the Company and Presto are working towards satisfaction of the conditions to completion of the Business Combination, the Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 30, 2022 to hold a special meeting to obtain stockholder approval of and consummate the Business Combination. Accordingly, Board believes that in order to be able to successfully complete the Business Combination, it is appropriate to approve the Extension Proposals. If the Extension Proposals are approved, the Company expects to seek stockholder approval of the Business Combination. If stockholders approve

the Business Combination, the Company expects to consummate the Business Combinationoccur as soon as practicable following stockholder approval of this proposal. The text of Appendix A remains subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. The Board has determined that it is in the best interests of our stockholdersmodification to extend the dateinclude such changes as may be required by which the Company must complete the Business Combination. If the proposals for each of the Extension Proposals are approved, we plan to hold another stockholder meeting prior to the Extended Date (or the Additional Extension Date, if applicable) in order to seek stockholder approval of the Business Combination and related proposals. For more information regarding the Business Combination and the Merger Agreement, please read the Current Report on Form 8-K relating to the Business Combination that we filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021, including the complete text of the Merger Agreement attached as an exhibit thereto, and the definitive proxy statement to be sent to the Company’s stockholders in connection with the vote to approve the Business Combination when it becomes available.

The holders of at least a majority of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of the Business Combination. Additionally, our IPO prospectus and Charter provide for all public stockholders to have an opportunity to redeem their public shares if our corporate existence is extended as described above. Because we continue to believe that the Business Combination would be in the best interests of our stockholders, and because we will not be able to conclude the Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete the Business Combination beyond June 30, 2022 to the Extension Date or the Additional Extension Date. We intend to hold another stockholder meeting prior to the Extension Date in order to seek stockholder approval of the Business Combination.

If the Charter Amendment Proposal is Not Approved

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Therefore, approval of each of the Extension Proposals is a condition to extending the time we have to complete the Business Combination. Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension Proposals at any time without any further action by our stockholders.

If either of the Extension Proposals are not approved and we have not consummated the Business Combination by June 30, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsors and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Warrants.

If the Charter Amendment Proposal Is Approved

If the Charter Amendment Proposal is approved and the Trust Amendment Proposal is also approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware and as the Board deems necessary or advisable to implement the increase in our authorized shares.

Required Vote of Stockholders

To approve the increase in the form set forthnumber of authorized shares of Common Stock, the affirmative vote of a majority of the outstanding shares of Common Stock is required. Abstentions and broker non-votes will have the same effect as an “Against” vote on this proposal. However, this proposal is a routine matter and brokers and other nominees may generally vote in their discretion on routine matters and, therefore, broker nonAnnex A-votes heretoare not expected on this proposal.

Our Board unanimously recommends that you vote “FOR”
the Charter Amendment Proposal.

Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not extend the time to consummate the Business Combinationnet exercise at any time without any further action by our stockholders.

You are not being asked to vote on or before the Business Combination at this time. Ifdate that is the Extension is implemented and you do not elect to redeem your public shares,five year anniversary of the date of the issuance of the Warrants; provided, that you are a stockholder on the record date for a meeting to considerCompany shall not effect the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed.

If the Extension Proposals are approved, and we extend the time to consummate the Business Combination, the removalexercise of any portion of the Withdrawal Amount fromwarrant to the Trust Accountextent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Proposals are approved. We will not proceed with the Extension if redemptions or repurchasesexcess of our public shares cause us to have less than $5,000,001 of net tangible assets following approval4.99% of the Charter Amendment Proposal.

Redemption Rights

If the Extension Proposals are approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of thenCommon Stock outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve the Business Combination.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AMENDMENT PROPOSAL.

In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern Time on June , 2022 (two business days before the Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern Time on June , 2022 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Proposals are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their sharesimmediately after the vote at the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern Time on June      , 2022 (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and either of the Extension Proposals are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that either of the Extension Proposals will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Proposals would receive payment of the redemption price for such shares soon after the completion of the Charter Amendment and Trust Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returnedgiving effect to such stockholders.

If properly demanded,exercise. In addition, the Company will redeem each public share for a perThird Amendment Conversion Warrants are subject to anti-share-dilution price, payable in cash, equalprovisions relating to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[10.10] at the time of the Special Meeting. The closing pricefuture issuances or deemed issuances of the Company’s common stockCommon Stock from the issuance date of the Third Amendment Conversion Warrants to April 1, 2024 at a price per share below $2.00, upon the terms and subject to the conditions contained in the Third Amendment Conversion Warrants.

The description of the material terms of the CA Purchase Agreement and the Warrants (collectively, the “October Transaction Documents”) provided does not purport to be a complete description of all of the terms of such agreements. You can find the October Transaction Documents and further information about the Private Placement and Warrants in the Current Report on May , 2022 was $            .Form 8-K that we filed with the SEC on October 11, 2023.

If you exercise your redemption rights, you will be exchanging yourThe Company received gross proceeds of approximately $3.0 million from the Private Placement, prior to deducting fees and offering expenses. The Company did not receive any cash proceeds from the issuance of the Warrants, but did receive a reduction of $6.0 million of the Company’s secured debt.

In November 2023, the Company completed an offering of an aggregate of 7,750,000 shares of the Company’s common stock forCommon Stock (the “November 2023 Offering”). Such offering triggered anti-dilution adjustment provisions in the CA Purchase Agreement and the Warrants. The Company agreed with each of Presto CA and the Lenders that the “New Issuance Price” (as defined in the CA Purchase Agreement and Warrants, respectively) would be $1.00. As a result of the November 2023 Offering, the Company is required to issue an additional 1,500,000 shares of Common Stock to Presto CA and increase the amount of Common Stock issuable upon the exercise of the Warrants from 3,000,000 shares to 6,000,000 shares.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Treatment of Redemption of Common Stock

In the event that a holder’s common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a saleclosing price of the common stock under Section 302immediately preceding the signing of the Code. Whethersale agreement or (ii) the redemption qualifiesaverage closing price of the common stock for the five trading days immediately preceding the signing of the sale treatmentagreement.

The October 2023 Offering did not constitute a public offering under the Nasdaq Listing Rules. On October 9, 2023, the last trading day prior to the entry into the CA Purchase Agreement and the issuance of the Warrants, the closing price of the Common Stock was $1.66 and the average closing price of the Common Stock for the five trading days immediately preceding October 10, 2023 was $1.73. Immediately prior to entering into the October Transaction Documents, and the closing of the October 2023 Offering, we had 57,415,942 outstanding shares of Common Stock. As described above, as a result of the offering completed by the Company in November 2023, the Company agreed that the “New Issuance Price” (as defined in the CA Purchase Agreement and Warrants, respectively) for Presto CA and the Lenders would be $1.00. Further, after giving effect to the anti-dilution adjustments in each applicable October Transaction Document as a result of the November 2023 Offering and the January 2024 Offering, an aggregate of 13,500,000 shares of Common Stock (including shares issuable upon exercise of the Warrants) were to be issued in connection with the October 2023 Offering.

Accordingly, we are seeking stockholder approval under Nasdaq Listing Rule 5635(d) for the sale, issuance or potential issuance by us of Common Stock (or securities convertible into or exercisable for our Common Stock) in excess of 20% of the shares of our Common Stock outstanding immediately prior to the October 2023 Offering at an exercise price less than the Minimum Price as a result of the anti-dilution features of the October Transaction Documents, since such provisions result in the issuance of shares at less than the Minimum Price.

•        an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•        a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

Gain or Loss on a Redemption of Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a U.S. Holder will treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the common stock is held as part of a unit(the “January Offering Share Cap”) at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair market values of the common stock and the three-quarters of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its common stock so redeemed. A U.S. Holder’s adjusted tax basis in its common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of common stock or the U.S. Holder’s initial basis for common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Common Stock Treated as a Sale”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction for dividends from a domestic corporation if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividend income” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our common stock that elect to have their common stock of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) of common stock of the Company and is not a U.S. Holder.

Gain or Loss on a Redemption of Common Stock Treated as a Sale

If the redemption qualifies as a sale of common stock, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale of its common stock of the Company, unless:

•        the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty);

•        the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or

•        we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. We do not believe we are or have been a U.S. real property holding corporation.

Taxation of Distributions

If the redemption does not qualify as a sale of common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock”. Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Charter Amendment Proposal.

Required Vote

The affirmative vote by holders of at least a majority of the Company’s outstanding shares of common stock, including the Founder Shares, is required to approve the Charter Amendment Proposal. This means that, in addition to the 4,312,500 Founder Shares, the affirmative vote of at least 6,468,751 shares of common stock is needed in order to approve the Charter Amendment Proposal.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Therefore, approval of each of the Extension Proposals is a condition to extending the time we have to complete the Business Combination. Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension Proposals at any time without any further action by our stockholders.

The Sponsors and all of our directors, executive officers and their affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Charter Amendment Proposal. On the record date, the Sponsors and our directors and executive officers of the Company and their affiliates

beneficially owned and were entitled to vote an aggregate of 4,312,500 Founder Shares, representing approximately 20.0% of the Company’s issued and outstanding shares of common stock. The Sponsors and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Charter Amendment.

Interests of the Sponsors, Directors and Officers

When you consider the recommendation of our Board in favor of approval of the Charter Amendment Proposal, you should keep in mind that certain members of our Board and officers, as well as our Sponsors, have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including each of the Extension Proposals. These interests include, among other things:

•        the fact that none of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities;

•        the fact that each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. The Charter provides that the Company renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue, and to the extent the director or officer is permitted to refer that opportunity to the Company without violating another legal obligation. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect our search for an acquisition target;

•        the fact that if we are unable to complete our initial business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved). Our initial stockholders purchased the Founders Shares prior to the IPO for an aggregate purchase price of $25,000. Based on the closing price of the Company’s Common Stock on Nasdaq of $[            ] on [            ], 2022, such vested shares would be worth $[•];

•        the fact that, simultaneously with the closing of the IPOOffering absent shareholder approval. Absent the January Offering Share Cap, the total number of shares issuable under the Note is 36,000,000 and over-allotment exercise, we consummated the sale of 4,450,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors. The warrants are each exercisable commencing on the later of 30 days following the closing of the Business Combination and 12 months from the closing of the IPO, which occurred on December 30, 2020, for one share of common stock at $11.50 per share. If we do not consummate a Business Combination transaction by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved), the proceeds from the sale of the private placement warrants will be part of the liquidating distributionpursuant to the public stockholders and the warrants held by our initial stockholders will be worthless.Fifth Amendment Warrants is 5,323,298 shares. The warrants held by our Sponsors had an aggregate market value of $[            ] based upon the closing price of $[            ] per warrant on the Nasdaq on [            ], 2022.;January Offering Share Cap is 14,190,042.

•Subordination.    the fact that our Sponsors, officers and directors will lose their entire investment in us if we do not complete a business combination by June 30, 2022 (or December 31, 2022 if each of the Extension ProposalsThe Notes are approved). Certain of them may continue to serve as officers and/or directors of New Presto after the closing of the Business Combination. As such, in the future they may receive any cash fees, stock options or stock awards that the New Presto Board determines to pay to its directors and/or officers.

•        the fact that our initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved);

•        the fact that, in order to protect the amounts held in the Trust Account, certain of the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act;

•        the fact that, in order to protect the amounts held in the Trust Account, the Sponsors have agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act;

•        the fact that, following the closing of the Business Combination, our Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to the Company and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsors have not made any advances to us for working capital expenses. If we do not complete an initial Business Combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans;

•        the fact that, following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy;

•        the fact that, upon the closing of the Business Combination, subject to the terms and conditions of the Merger Agreement, our Sponsors, our officersSenior Indebtedness and directors and their respective affiliatesaddition provisions set forth in the Notes, including, without limitation, (i) the Notes are subordinated to the prior payment in cash in full of the Senior Indebtedness, (ii) no principal or interest may be entitledpaid in cash on the Notes prior to reimbursement forthe repayment in cash in full of the Senior Indebtedness, (iii) each Note holder authorizes the Agent to file any reasonable out-of-pocket expenses relatedclaim on its behalf, to identifying, investigatingvote its interest, and consummating an initial Business Combination,not to support and repayment ofnot impede any plan or other loans, if any, and on such terms as to be determinedsteps proposed by the Company from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costsAgent in connection with an intended initial Business Combination. Asany insolvency proceeding.

Triggering and Partial Waiver of [            ], 2022,Anti-dilution Protection Associated with Previously Issues Securities.

In addition, on January 30, 2024, the total aggregateCompany and its wholly owned subsidiary Presto Automation LLC, entered into a Fifth Amendment to Credit Agreement and Acknowledgment (the “Fifth Amendment”) with the “Agent, as administrative agent on behalf of the Lenders party to the Credit Agreement, and certain significant stakeholders of the Company party thereto. The Fifth Amendment was preceded by the Forbearance and Fourth Amendment to the Credit Agreement, dated January 22, 2024 (the “Forbearance Agreement”), by and among the Company, the Agent, the Lenders and certain significant stakeholders of the Company party thereto.

In connection with the effectiveness of the Fifth Amendment, the Company issued to the Lenders warrants to purchase 5,323,298 shares of Common Stock (the “Fifth Amendment Warrants”) reflecting a value equal to the amount of out-of-pocket expenses expectedinterest that would accrue on the outstanding loan under the Credit Agreement through December 31, 2024 at a rate of 4% per annum. The Fifth Amendment Warrants were required to be repaid byissued pursuant to the CompanyForbearance Agreement to account for the reduction in interest rate under the Credit Agreement from 12% to 8% upon consummationthe closing of the business combination is $[            ];

•        the fact that, upon the completion of the Business Combination, Chardan, who acted as the Company’s underwriters in the IPO and is an affiliate of one of our Sponsors, willOffering. The Warrants may be entitledexercised for cash or pursuant to a marketing fee of $6,037,500. Additionally, Jefferies LLC will receive $4,000,000 in fees in connection with certain financial advisory services provided to Presto. William Blair, Truist Securities and Chardan will also be entitled to receive approximately $[•] $[•] and $[•], respectively, in placement agent fees, which amounts are calculated based on the amounts raised in the PIPE Investment and the amount remaining in the Trust Account after redemptions. The placement agent fees disclosed herein to Blair, Truist Securities and Chardan assume no redemptions. If we were to fail to complete a business combination by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved), none of the above banks would receive their expected compensation for their respective roles as underwriters, financial advisors and placement agents, as applicable. Mr. Grossman is the President of Chardan and Mr. Weil is Managing Director and Co-Head of Fintech Investment Banking at Chardan;

•        the fact that, given the difference in the purchase price our Sponsors and directors paid for the Founders Shares as compared to the price of the units sold in the IPO, our Sponsors and directors may earn a positive rate of return on their investment even if New Presto Common Stock trades below the price paid for the units in the IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that our Sponsors, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC own 2,728,875 Founder Shares and 1,493,625 Founder Shares, respectively. Darla Anders Cindat USA LLC, an entity affiliated with one of our directors, and three of our other directors each own 22,500 Founder Shares. All of the Founder Shares will become worthless if an initial business combination is not completed by June 30, 2022;

•        the fact that the Sponsors own 4,450,00 Private Placement Warrants (valued at $1,112,500 based on a valuation as of September 30, 2021, the most recent date for which a valuation is available), all of which will become worthless if an initial business combination is not completed by June 30, 2022 (or December 31, 2022 if each of the Extension Proposals are approved). The Sponsors purchased the Private Warrants from the Company at the time of our IPO for $1.50 per warrant, amounting to an aggregate purchase price of $6,675,000;

•        the fact that the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to the public stockholders rather than liquidating the Company;

•        the fact that the Sponsors and the initial stockholders will enter into an amended Registration Rights Agreement which will provide them with registration rights; and

•        the fact that,net exercise at any time prior toon or before the Special Meeting, during a period when they are not then aware of any material nonpublic information regardingdate that is the Company or its securities, the initial stockholders, Presto and/or its affiliates and the Presto Founders and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire the Company’s Common Stock. Asfive year anniversary of the date of this proxy, the initial stockholders, Presto and/orissuance of the Warrants; provided, that the Company shall not effect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates andcollectively would beneficially own in excess of 4.99% of the Presto Founders and/Common Stock outstanding immediately after giving effect to such exercise. In addition, the Fifth Amendment Warrants are subject to anti-dilution provisions relating to future issuances or their affiliates have not made any purchasesdeemed issuances of shares and/or warrantsthe Company’s Common Stock from investors. If the Company,issuance date of the initial stockholders, Presto and/or its affiliates and the Presto Founders and/or their affiliates enter into any such arrangements:

•        any such purchases of securities would be madeFifth Amendment Conversion Warrants to April 1, 2024 at a price no higher thanper share below $0.40, upon the redemption price;terms and subject to the conditions contained in the Fifth Amendment Conversion Warrants.

•        Reasons for the Financingsshares acquired

We believe that the January 2024 Offering and the issuance of the Fifth Amendment Warrants was necessary in such transactions (i)light of the Company’s cash requirements at the time. The proceeds that we received from the January 2024 Offering allowed the Company to fund its business operations through the end of February 2024. We also believe that the provisions contained in the January Purchase Agreements, including the initial conversion rate of the Notes, and the terms of the Fifth Amendment Warrants were reasonable in light of market conditions and the size and type of the January 2024 Offering, and that we would not be voted in favorhave been able to complete the January 2024 Offering unless such provisions were offered.

Reasons for the Stockholder Approval

Our Common Stock is listed on the Nasdaq Capital Market, and as a result, we are subject to the Nasdaq Listing Rules. In order to comply with the Nasdaq Listing Rules and to satisfy conditions under the Exercise Agreement, we are seeking stockholder approval of approving the Business Combination and (ii) holders of such shares would waive their right to redemption rights with respect to such shares; andthis proposal.

•        The Company will disclose in a Current Report on Form 8-kNasdaq Listing Rule 5635(d) requires stockholder approval prior to the Special Meeting the following information:

•        the amountissuance of securities purchased in such transaction(s), alongconnection with a transaction other than a public offering involving the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) in an amount equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price less than the “Minimum Price”.

The Board’s Reasons for the Charter Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Charter Amendment is in the best interestsmarket price of the CompanyCommon Stock. In addition, if Proposal 2 (the October Issuance Proposal) and its stockholders. Our Board hasProposal 3 (the November Issuance Proposal) are approved, and declared advisable adoptionup to an aggregate of the Charter Amendment Proposal and recommends that you vote “FOR” such proposal.41,600,728 shares of Common Stock may be issued.

Our Charter provides that the Company has until June 30, 2022 to consummate the Business Combination.Vote Required

Our Charter states that if the Company’s stockholders approve an amendment to the Company’s Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete the Business Combination before June 30, 2022, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shallTo be net of taxes payable), dividedapproved by the number of then outstanding public shares. We believe that this Charter provision was included to protectstockholders, the Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable Business Combination in the timeframe contemplated by the Charter.

In addition,proposal must receive the affirmative vote of the holders of at least a majority of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, the Business Combination. Because we continue to believe that the Business Combination would be in the best interests of our stockholders and because we will not be able to conclude the Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete the Business Combination beyond June 30, 2022 to the Extension Date or the Additional Extension Date (if necessary).

The Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and completed.

After careful consideration of all relevant factors, the Board determined that the Charter Amendment is in the best interests of the Company and its stockholders.

Recommendation of the Board

Our Board unanimously recommends that our stockholders vote “FOR” the approval of the Charter Amendment Proposal.

PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL

The Trust Amendment

The Company is proposing to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account established in connection with the IPO if the Company has not completed its initial business combination from June 30, 2022 to the Extension Date of September 30, 2022, or if applicable, the Additional Extension Date of December 30, 2022.

The Charter Amendment Proposal and the Trust Amendment Proposal (the “Extension Proposals) are required for the implementation of the Board’s plan to allow the Company more time to complete the Business Combination.

Reasons for the Proposal

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal (the “Extension Proposals”) and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced initial business combination (“Business Combination”) with E La Carte, Inc., d/b/a Presto, Inc., a Delaware corporation (“Presto”). As previously announced, on November 10, 2021, we, our merger subsidiaries Ventoux Merger Sub I and Ventoux Merger Sub II and Presto entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) Ventoux Merger Sub I will merge with and into Presto, with Presto being the surviving corporation in the first merger and continuing (immediately following the first merger) as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction as the first merger, the surviving corporation will merge with and into Ventoux Merger Sub II, with Ventoux Merger Sub II being the surviving entity in the second merger and continuing (immediately following the second merger) as our wholly-owned subsidiary. Upon the closing, we will be renamed “Presto Technologies, Inc.” and our common stock and publicly traded warrants will continue to be listed on Nasdaq and trade under the ticker symbols “PRST” and “PRSTW,” respectively.

The Company’s prospectus for its IPO and Charter provide that the Company has until June 30, 2022 to complete the Business Combination. While the Company and Presto are working towards satisfaction of the conditions to completion of the Business Combination, the Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 30, 2022 to hold a special meeting to obtain stockholder approval of and consummate the Business Combination. Accordingly, Board believes that in order to be able to successfully complete the Business Combination, it is appropriate to approve the Extension Proposals. If the Extension Proposals are approved, the Company expects to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, the Company expects to consummate the Business Combination as soon as practicable following stockholder approval, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. The Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete the Business Combination. If the proposals for each of the Extension Proposals are approved, we plan to hold another stockholder meeting prior to the Extended Date (or the Additional Extension Date, if applicable) in order to seek stockholder approval of the Business Combination and related proposals. For more information regarding the Business Combination and the Merger Agreement, please read the Current Report on Form 8-K relating to the Business Combination that we filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021, including the complete text of the Merger Agreement attached as an exhibit thereto, and the definitive proxy statement to be sent to the Company’s stockholders in connection with the vote to approve the Business Combination when it becomes available.

Because we continue to believe that the Business Combination would be in the best interests of our stockholders, and because we will not be able to conclude the Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete the Business Combination beyond June 30, 2022 to the Extension Date or the Additional Extension Date. We intend to hold another stockholder meeting prior to the Extension Date in order to seek stockholder approval of the Business Combination.

The Trust Agreement currently provides that if the Company does not use the proceeds of the Trust Account to complete the Business Combination by June 30, 2022, the Trust Account is to be liquidated and its proceeds are to be distributed to the Company’s public stockholders of record as of such date, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses).

We believe that the provision of the Trust Agreement described in the preceding paragraph was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Trust Agreement. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing the Business Combination, and our entry into the Merger Agreement, approval of the Extension Proposals are warranted.

Required Vote

Approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least a majority of the shares of common stock sold in the IPO, on the record date. This means that, excluding the 4,312,500 Founder Shares, the affirmative vote of at least 8,625,001 shares of common stock is needed in order to approve the Trust Amendment Proposal.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Therefore, approval of each of the Extension Proposals is a condition to extending the time we have to complete the Business Combination. Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension Proposals at any time without any further action by our stockholders.

The Sponsors and all of our directors, executive officers and their affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Charter Amendment Proposal. On the record date, the Sponsors and our directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 4,312,500 Founder Shares, representing approximately 20.0% of the Company’s issued and outstanding shares of common stock. The Sponsors and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Charter Amendment.

Interests of the Sponsors and the Company’s Directors and Officers

For information regarding the interests of the Sponsors and the Company’s directors and officers in connection with the extending the time to complete the Business Combination, see “Proposal No. 1 — The Charter Amendment Proposal — Interests of the Sponsors and the Company’s Directors and Officers.”

Recommendation

After careful consideration of all relevant factors, our Board has determined that the Trust Amendment Proposal is in the best interests of the Company and its stockholders.

Our board of directors recommends that you vote “FOR” the Trust Amendment Proposal.

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal or the Trust Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond June 30, 2022.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal or the Trust Amendment Proposal.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special MeetingAbstentions and broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Recommendation of the Boardthis proposal.

Our Board BOARD unanimously recommends that our stockholdersyou vote “FOR” the approval of the AdjournmentCONVERTIBLE NOTE
Issuance Proposal.

(9)      The information reported is based on a Schedule 13G filed on February 15, 2022. According to the Schedule 13G, as of December 31, 2021, Bank of Montreal (as a parent holding company) has sole voting and dispositive power with respect to 1,202,033 shares of our common stock. The address for Bank of Montreal is 100 King Street West, 21st Floor, Toronto, M5X 1A1, Ontario, Canada.

(10)    The information reported is based on a Schedule 13G/A filed on February 4, 2022. According to the Schedule 13G/A, as of December 31, 2021, each of MMCAP International Inc. SPC and MM Asset Management Inc. has shared voting and dispositive power over 1,200,000 shares of our common stock. The address for MMCAP International Inc. is Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The address for MM Asset Management Inc. is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1, Canada.

(11)    The information is based on a Schedule 13G filed on February 12, 2021. According to the Schedule 13G, as of December 31, 2020, Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC Consequently, Mr. Thompson may be deemed to be indirect beneficial owners of 1,150,000 shares of our common stock held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. Mizuho Financial Group, Inc. hashave sole voting and dispositive power over such securities.the shares held directly by Presto CA. Mr. Thompson disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The principal business address of eachPresto CA is c/o Cleveland Avenue, 222 N. Canal St., Chicago, IL 60606.

(7)      Consists of Mizuho Financial Group, Inc. and Mizuho Bank, Ltd. is 1 – 5–5, Otemachi, Chiyoda — ku, Tokyo 100 – 8176, Japan.4,394,589 shares of Common Stock held of record by I2BF Global Investments LTD (“I2BF”). The business address of eachI2BF is c/o HSM Corporate Services Ltd. 68 Fort Street, PO Box 31726, Grand Cayman KY 1-1297, Cayman Islands.

(8)      Consists of Mizuho Americas(i) 1,108,171 shares of Common Stock and 1,875,000 private placement warrants held by Chardan International Investments, LLC and Mizuho Securities USA LLC is 1271 Avenue(“Chardan Investments”). 155,575 of the Americas,shares of Common Stock held by Chardan Investments are subject to vesting based upon achievement of certain stock price thresholds in accordance with the terms of the Merger Agreement. The business address for such entities is c/o Chardan Capital Markets LLC, 17 State Street, 21st Floor, New York, NY 10020.10004.

STOCKHOLDER PROPOSALS

We anticipate that the 2022 annual general meeting will be held no later than December 31, 2022. Any shareholder seeking to bring a proposal before the annual general meeting or to nominate a candidate for election to the Board must submit such proposal or nomination in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our Articles. Such proposals must have been received by us at our offices at Ventoux CCM Acquisition Corp., 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830 a reasonable time before we begin to print and send our proxy materials for our 2022 annual general meeting, which deadline will be disclosed prior to such in one of our SEC filings.

If either of the Extension Proposals are not approved, there will be no annual general meeting in 2022.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members ofsharing the same family.address by delivering a proxy statement or a single notice of internet availability of proxy materials addressed to those stockholders. This process, knownwhich is commonly referred to as “householding”, reducescan reduce the volume of duplicate information received at anyhouseholds. While the Company does not household, a number of brokerage firms with account holders have instituted householding. Once a stockholder has consented or receives notice from their broker that the broker will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together bothmore of the stockholders would likerevokes their consent. If your Proxy Statement, been househeld and you wish to receive onlyseparate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single setcopy, you may notify your broker. You can also request and we will promptly deliver a separate copy of the proxy materials by writing to: 985 Industrial Road, San Carlos, CA 94070 or by telephone at: (650) 817-9012.

Additional Filings

The Company’s reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website, https://presto.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Conduct, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, Strategic Finance Committee Charter, Corporate Governance Guidelines and amendments thereto are also available at our website, as described above. If we make any amendments to our Code of Conduct or grant any waiver, including any implicit waiver, from a provision of either code applicable to our CEO, CFO or principal accounting officer requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website. The content of our disclosure documents, the stockholders should follow these instructions:

•        If the shares are registered in the name of the stockholder, the stockholder should contact us at brock@ventouxccm.com to inform us of his or her request; or

•        If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website, at http://www.sec.gov.

If you would like additional copieshowever, is not part of this Proxy Statement or ifStatement.

You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, have questions aboutto the Company by writing to: 985 Industrial Road, San Carlos, CA 94070.

Stockholder Proposals for 2024 Annual Meeting of Stockholders

Stockholders of the Company may submit proposals tothat they believe should be presentedvoted upon at the Special Meeting, you should contactCompany’s annual meeting of Stockholders or nominate persons for election to the Board. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals meeting certain requirements may be eligible for inclusion in the Company’s proxy solicitation agent atstatement (the “2024 Proxy Statement”) for the following address and telephone number:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Toll Free: (800) 662-5200
Collect: (203) 658-9400
Email: VTAQ.info@investor.morrowsodali.com

You may also obtain these documents by requesting them via e-mail fromCompany’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). To be eligible for inclusion in the Company at brock@ventouxccm.com.

If you are a2024 Proxy Statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company no later than June 29, 2024 in addition to complying with certain rules and would likeregulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the 2023 Proxy Statement.

Alternatively, stockholders seeking to request documents, please do sopresent a stockholder proposal or nomination at the 2024 Annual Meeting, without having it included in the 2024 Proxy Statement, must timely submit notice of such proposal or nomination. To be timely, a stockholder’s notice must be received by ___, 2022,the Secretary at the principal executive offices of the Company not later than 5:00 p.m. Eastern Time on the 90th day nor earlier than 5:00 p.m. Eastern Time on the 120th day prior to the first anniversary of the 2023 Annual Meeting of Stockholders. For the 2024 Annual Meeting, this means that any such proposal or nomination must be submitted no earlier than August 8, 2024 and no later than September 7, 2024. Notwithstanding the foregoing, if the date of the 2024 Annual Meeting is more than 30 days before or more than 70 days after the first anniversary of the 2023 Annual Meeting, to be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company no earlier than 5:00 p.m. Eastern Time on the 120th day prior to the 2024 Annual Meeting and not later than the later of 5:00 p.m. Eastern Time on the 90th day prior to the 2024 Annual Meeting, or the 5:00 p.m. Eastern Time on the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by the Company.

IN WITNESS WHEREOF,, Ventoux CCM Acquisition Corp. the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate to be duly executed insigned by            , its            name and on its behalf by an authorized officer as of, this __            day of            June, 2022.,            .

ANNEX B

PROPOSED AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

[DATE]

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [DATE], by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 23, 2020, by and between the parties hereto (the “Trust Agreement”).

WHEREAS, on December 30, 2020, an aggregate of $174,225,000 was placed in the Trust Account from the IPO and sale of Private Warrants;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) to the Public Shareholders of record if the Company does not complete its initial business combination 18 months after the closing of the IPO in the event that the Company extended the time to complete the Business Combination by three months as set forth in the Trust Agreement;

WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(i) and Section 1(j) of the Trust Agreement may only be modified, amended or deleted with the affirmative vote of at least a majority of the outstanding shares of Common Stock sold in the IPO;

WHEREAS, pursuant to a special meeting of the shareholders of the Company, a majority of the outstanding shares of Common Stock sold in the IPO voted affirmatively to approve this Amendment;

WHEREAS, in connection with the execution of this Amendment, the extension of the deadline to consummate the Company’s initial business combination is being extended from the 18-month anniversary of the closing of the IPO to the 21-month anniversary of the IPO (i.e. from June 30, 2022 to September 30, 2022), with an option to further extended such deadline from the 21-month anniversary of the closing of the IPO to the 24-month anniversary of the IPO; and

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.1. Amendment to Trust Agreement. Section 1(i) and Section 1(j) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 21-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 24 months from the closing of the IPO but has not completed the Business Combination within such 24-month period, the 24-month anniversary of the Closing (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

“(j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions set forth in the Extension Letter. Furthermore, upon receipt of an additional extension letter (“Additional Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the deadline to consummate the Company’s initial business combination, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Additional Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions set forth in the Additional Extension Letter.”

1.2 Exhibit E to the Trust Agreement. The following form of Additional Extension Letter shall be appended to Trust Agreement as Exhibit E:

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez

Re:    Trust Account — Extension Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to paragraph 1(j) of the Investment Management Trust Agreement, as amended on [______________], 2022, (“Trust Agreement”) between Ventoux CCM Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from September 30, 2022 to December 30, 2022 (the “Additional Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.

cc: Chardan Capital Markets, LLC

2. Miscellaneous Provisions.

2.1 Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

2.2 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3 Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

2.4 Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

2.5 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6 Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.