Romulus II directly owns 3,608,384 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock. Romulus III directly owns 8,225,642 shares of Common Stock, representing approximately 16.2% of the outstanding Common Stock. Romulus ELC directly owns 159,209 shares of Common Stock, representing approximately 0.3% of the outstanding Common Stock. Romulus II GP, as the general partner of each of Romulus II, Romulus III and Romulus ELC, and Krishna K. Gupta and Neil Chheda, as the managing members of Romulus II GP, may each be deemed to beneficially own the shares of Common Stock held directly by Romulus II, Romulus III and Romulus ELC.
Zaffran directly owns 638,076 shares of Common Stock, representing approximately 1.3% of the outstanding Common Stock. KKG Enterprises directly owns 279,680 shares of Common Stock, representing approximately 0.6% of the outstanding Common Stock. Krishna K. Gupta, as the sole general partner of Zaffran and sole managing member of KKG Enterprises, may be deemed to beneficially own the shares of Common Stock held directly by Zaffran and KKG Enterprises. As of the date of this Statement, Mr. Gupta also held 1,200,000 restricted stock units, of which 429,565 shall vest within 60 days and are included in the beneficial ownership totals reported herein.
The foregoing excludes the contingent right of Romulus I, Romulus II, Romulus III, Romulus ELC, Zaffran and KKG Enterprises to receive an aggregate of up to 3,761,549 Earn-Out Shares (as defined and described in Item 6 of this Statement).
(c) Except as described herein, none of the Reporting Persons has effected any transaction of the Issuer’s Common Stock in the last 60 days.
(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Merger Agreement
On the Closing Date, pursuant to the Agreement and Plan of Merger, dated as of November 10, 2021 (the “Merger Agreement”), as amended by that certain Amendment to Agreement and Plan of Merger, dated as of April 1, 2022 (“Amendment No. 1”), as further amended by that Second Amendment to Agreement and Plan of Merger, dated as of July 25, 2022 (“Amendment No. 2”), by and among the Issuer (f/k/a Ventoux CCM Acquisition Corp.), Ventoux Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer (“Ventoux Merger Sub I”), Ventoux Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Issuer (“Ventoux Merger Sub II”), and E La Carte, Inc., a Delaware corporation (d/b/a Presto, Inc. “Legacy Presto”), (a) Ventoux Merger Sub merged with and into Legacy Presto, with Legacy Presto being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of the Issuer (the “Surviving Corporation”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of the Issuer (the “Mergers” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”)
At the Effective Time of the First Merger on the Closing Date (the “Effective Time”), each share of Common Stock of Legacy Presto issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive shares of Common Stock of the Issuer. Pursuant to the Merger Agreement, the Reporting Persons received an aggregate of 13,150,390 shares of Common Stock.
