Presto Automation (PRST) 10-Q 18 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information Line Items
Entity Registrant Name	PRESTO AUTOMATION INC.
Trading Symbol	PRST
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		50,639,837
Amendment Flag	false
Entity Central Index Key	0001822145
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39830
Entity Tax Identification Number	84-2968594
Entity Address, Address Line One	985 Industrial Road
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	(650)
Local Phone Number	817-9012
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 59,249	$ 3,017
Accounts receivable, net of allowance for doubtful accounts of $126 and $353 as of September 30, 2022 and June 30, 2022, respectively	2,063	1,518
Inventories	484	869
Deferred costs, current	6,662	8,443
Prepaid expenses and other current assets	1,001	707
Total current assets	69,459	14,554
Deferred costs, net of current portion	1,157	2,842
Deferred transaction costs		5,765
Property and equipment, net	1,691	1,975
Intangible assets, net	5,630	4,226
Goodwill	1,156	1,156
Other long-term assets	766	18
Total assets	79,859	30,536
Current liabilities:
Accounts payable	4,612	5,916
Accrued liabilities	7,282	6,215
Financing obligations, current	7,216	8,840
Term loans, current		25,443
Convertible promissory notes and embedded warrants, current		89,663
Deferred revenue, current	6,640	10,532
Total current liabilities	25,750	146,609
Term loans, noncurrent	49,424
PPP loans		2,000
Warrant liabilities	1,999	4,149
Deferred revenue, net of current portion	699	237
Other long-term liabilities	820
Total liabilities	78,692	152,995
Commitments and Contingencies (Refer to Note 8)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value–1,500,000 shares authorized as of September 30, 2022 and June 30, 2022, respectively; no shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively
Common stock, $0.0001 par value–180,000,000 shares authorized as of September 30, 2022 and June 30, 2022, respectively; 50,639,837 and 27,574,417 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively	5	3
Additional paid-in capital	167,156	78,321
Accumulated deficit	(165,994)	(200,783)
Total stockholders’ equity (deficit)	1,167	(122,459)
Total liabilities and stockholders’ equity (deficit)	$ 79,859	$ 30,536

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance (in Dollars)	$ 126	$ 353
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	50,639,837	27,574,417
Common stock, shares outstanding	50,639,837	27,574,417

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Revenue
Total revenue	$ 7,779,000	$ 7,229,000
Cost of revenue
Total cost of revenue	7,227,000	6,822,000
Gross profit	552,000	407,000
Operating expenses:
Research and development	6,388,000	4,001,000
Sales and marketing	2,399,000	1,174,000
General and administrative	5,924,000	1,974,000
Loss on infrequent product repairs		435,000
Total operating expenses	14,711,000	7,584,000
Loss from operations	(14,159,000)	(7,177,000)
Change in fair value of warrants and convertible promissory notes	59,822,000	(13,574,000)
Interest expense	(3,376,000)	(1,388,000)
Loss on early extinguishment of debt	(7,758,000)
Other financing and financial instrument (costs) income, net	(1,768,000)
Other income, net	2,028,000	2,630,000
Total other income (expense), net	48,948,000	(12,332,000)
Income (loss) before provision for income taxes	34,789,000	(19,509,000)
Provision for income taxes
Net income (loss) and comprehensive income (loss)	$ 34,789,000	$ (19,509,000)
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ 1.18	$ (0.72)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ 0.86	$ (0.72)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in Shares)	29,521,505	27,137,792
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in Shares)	40,366,902	27,137,792
Platform
Revenue
Total revenue	$ 4,820,000	$ 4,537,000
Cost of revenue
Total cost of revenue	4,292,000	4,022,000
Transaction
Revenue
Total revenue	2,959,000	2,692,000
Cost of revenue
Total cost of revenue	2,644,000	2,334,000
Depreciation and impairment
Cost of revenue
Total cost of revenue	$ 291,000	$ 466,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements Of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2021	$ 28	$ 5	$ 74,417	$ (144,469)	$ (70,019)
Balance (in Shares) at Jun. 30, 2021	28,343,420	5,132,354
Retrospective application of recapitalization (Note 1)	$ (28)	$ (2)	30
Retrospective application of recapitalization (Note 1) (in Shares)	(28,343,420)	21,980,406
Adjusted balance, beginning of period		$ 3	74,447	(144,469)	(70,019)
Adjusted balance, beginning of period (in Shares)		27,112,760
Issuance of common stock upon exercise of stock options			20		20
Issuance of common stock upon exercise of stock options (in Shares)		78,916
Stock-based compensation			485		485
Net income (loss)				(19,509)	(19,509)
Balance at Sep. 30, 2021		$ 3	74,952	(163,978)	(89,023)
Balance (in Shares) at Sep. 30, 2021		27,191,676
Balance at Jun. 30, 2022	$ 28	$ 6	78,290	(200,783)	(122,459)
Balance (in Shares) at Jun. 30, 2022	28,343,420	6,196,257
Retrospective application of recapitalization (Note 1)	$ (28)	$ (3)	31
Retrospective application of recapitalization (Note 1) (in Shares)	(28,343,420)	21,378,160
Adjusted balance, beginning of period		$ 3	78,321	(200,783)	(122,459)
Adjusted balance, beginning of period (in Shares)		27,574,417
Issuance of common stock upon exercise of stock options			36		36
Issuance of common stock upon exercise of stock options (in Shares)		43,712
Issuance of common stock upon net exercise of warrants
Issuance of common stock upon net exercise of warrants (in Shares)		136,681
Issuance of common stock (Note 10)			1,000		1,000
Issuance of common stock (Note 10) (in Shares)		133,333
Issuance of common stock upon vesting of restricted stock units (Note 12)
Issuance of common stock upon vesting of restricted stock units (Note 12) (in Shares)		399,960
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 10)			2,412		2,412
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 10) (in Shares)		323,968
Conversion of convertible notes into common stock (Note 7)		$ 1	41,391		$ 41,392
Conversion of convertible notes into common stock (Note 7) (in Shares)		8,147,938			8,147,938
Warrants issued with Credit Agreement (Note 7)			2,076		$ 2,076
Reclassification of liability classified warrants to equity (Note 11)			830		830
Contribution by shareholder in conjunction with Credit Agreement (Note 7)			2,779		2,779
Earnout shares for option and RSU holders			178		178
Merger and PIPE Financing (Note 1)		$ 1	35,737		35,738
Merger and PIPE Financing (Note 1) (in Shares)		13,879,828
Stock-based compensation			2,396		2,396
Net income (loss)				34,789	34,789
Balance at Sep. 30, 2022		$ 5	$ 167,156	$ (165,994)	$ 1,167
Balance (in Shares) at Sep. 30, 2022		50,639,837

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities
Net income (loss)	$ 34,789	$ (19,509)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and impairment	462	535
Stock-based compensation	2,175	479
Earnout share stock-based compensation	178
Noncash expense attributable to fair value liabilities assumed in Merger	34
Change in fair value of liability classified warrants	(11,551)	1,457
Change in fair value of warrants and convertible promissory notes	(48,271)	12,117
Amortization of debt discount and debt issuance costs	1,371	88
Loss on debt extinguishment	7,758
Paid-in-kind interest expense	281
Share and warrant cost on termination of convertible note agreement	2,412
Forgiveness of PPP Loan	(2,000)	(2,599)
Change in fair value of unvested founder shares liability	(1,175)
Noncash lease expense	76
Loss on disposal off property and equipment	14
Changes in operating assets and liabilities:
Accounts receivable, net	(545)	(502)
Inventories	385	132
Deferred costs	3,466	2,828
Prepaid expenses and other current assets	260	352
Other long-term assets		(83)
Accounts payable	1,678	(2,363)
Vendor financing facility		(3,722)
Accrued liabilities	477	(1,485)
Deferred revenue	(3,430)	(3,139)
Net cash used in operating activities	(11,156)	(15,414)
Cash Flows from Investing Activities
Purchase of property and equipment	(47)	(76)
Payments relating to capitalized software	(1,327)	(373)
Net cash used in investing activities	(1,374)	(449)
Cash Flows from Financing Activities
Proceeds from the exercise of common stock options	36	19
Proceeds from the issuance of term loans	60,250
Payment of debt issuance costs	(1,094)
Repayment of term loans	(32,980)
Payment of penalties and other costs on extinguishment of debt	(5,734)
Proceeds from issuance of convertible promissory notes and embedded warrants		500
Principal payments of financing obligations	(886)	(186)
Proceeds from the issuance of common stock	1,000
Contributions from Merger and PIPE financing, net of transaction costs and other payments	49,840
Payments of deferred transaction costs	(1,670)
Net cash provided by financing activities	68,762	333
Net increase (decrease) in cash and cash equivalents	56,232	(15,530)
Cash and cash equivalents at beginning of period	3,017	36,909
Cash and cash equivalents at end of period	59,249	21,379
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capitalization of stock-based compensation expense to capitalized software	221	6
Capital contribution from shareholder in conjunction with Credit Agreement	2,779
Issuance of warrants in conjunction with Credit Agreement	2,076
Issuance of warrants in conjunction with Lago Term Loan	843
Convertible note conversion to common stock	41,392
Reclassification of warrants from liabilities to equity	830
Recognition of liability classified warrants upon Merger	9,388
Recognition of Unvested Founder Shares liability	1,588
Forgiveness of PPP Loan	(2,000)	(2,599)
Transaction costs recorded in accounts payable and accrued liabilities	220	551
Right of use asset in exchange for operating lease liability	$ 308

Summary of Business and Signifi

Summary of Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Business and Significant Accounting Policies	1. Summary of Business and Significant Accounting Policies Description of Business Presto Automation Inc. and subsidiaries (together, “Presto” or the “Company”) is headquartered in San Carlos, California. Prior to the Merger (as defined below), the Company operated as E la Carte, Inc. (“Legacy Presto”). E la Carte, Inc. was incorporated in the State of Delaware in October 2008. In 2018, E la Carte, Inc. together with its subsidiary adopted “Presto” as its trade name or doing business as (“ dba The Company is the developer of the Presto Smart Dining system (“Presto Touch”), Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux”) and its subsidiaries, then a special purpose acquisition corporation, ac Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and with the close of the Merger remained significant shareholders in the Company. Trust Proceeds and PIPE investment Following the closing of the Ventoux’s initial public offering on December 30, 2020, $151,500 was placed in a trust account, (the “Trust”), for which various redemptions of amounts in the Trust were made up until the date of the Merger. At the closing date of the Merger, $9,498 of unredeemed funds were released to Ventoux from the Trust. In connection with the execution of the Merger, Ventoux entered into separate subscription with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55,400, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. Upon consummation of the Merger, Presto received approximately $49,840 from the Trust and PIPE, net of transaction costs and other payments as set forth as follows: Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144 ) Total $ 49,840 (1) Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger and as of September 30, 2022 $220 of transaction costs incurred by Legacy Presto remain unpaid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431. Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes converted into Legacy Presto common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Presto were automatically converted into shares of Legacy Presto common stock, and all outstanding warrants for Legacy Presto shares were either exercised or exchange into warrants of common stock of Presto. Upon the consummation of the Merger, each share of Legacy Presto common stock issued and outstanding was canceled and converted into the right to receive 0.8099 shares (the “Exchange Ratio”) of common stock of Ventoux. canceled and converted using the Exchange Ratio with the holders receiving equivalent Earnout Arrangement with holders of Legacy Presto common stock and outstanding equity awards Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows: ● 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“ VWAP ● an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity Unvested Founder Share Arrangement with Founders At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such Unvested Founder Shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date., (iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date. A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable unvested founder shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any unvested founder shares shall automatically vest. As of September 30, 2022, all of the unvested founder shares remain unvested as the conditions to vesting have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly such instruments are liability classified. With the closing of the Merger the Company recorded $1,588 within other long-term liabilities. During the period from the closing of the Merger until September 30, 2022, the Company recorded a gain on remeasurement of the liability of $1,175 which is included in other financing and financial instrument (costs) income, net in the condensed consolidated statement of operations and comprehensive income (loss). Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change the name of Ventoux to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 shares, of which 180,000,000 shares are designated as common stock, $0.0001 par value per share; and 1,500,000 shares designated preferred stock, $0.0001 par value per share. Immediately following the closing of the Merger, there were 50,639,837 18,415,453 shares of the Company’s common stock outstanding. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Ventoux was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Presto issuing stock for the net assets of Ventoux, accompanied by a recapitalization. Total net liabilities of Ventoux assumed by the Company was $9,768, which is inclusive of a liability for the private warrants of $9,389. The remaining net liabilities assumed were immaterial to the Company. Such amount, excludes the 55,400 in PIPE proceeds raised by Ventoux immediately prior to the Merger. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1,070,000, (ii) the last day of the fiscal year following the fifth anniversary of the completion of Ventoux’s initial public offering, which occurred on December 30, 2020, (iii) the date on which the Company issued more than $1,000,000 in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC The condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“ FASB Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2022, and the related condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of stockholders’ equity (deficit), and condensed consolidated statements of cash flows for the three months ended September 30, 2022, and 2021 and amounts relating to the interim periods included in the accompanying notes to the interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022, and its results of operations and cash flows for the three months ended September 30, 2022, and 2021. The results for the three months ended September 30, 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.2 of the Current Report on Form 8-K as filed with the SEC on September 27, 2022. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements. Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses, and disclosures. Accordingly, actual amounts could differ from those estimates, and those differences could be material. Uses of estimates include, but are not limited to, the collectability of accounts receivable, the useful lives of property and equipment and intangible assets, inventory valuation, the fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, earnout arrangements and unvested founder shares, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology-based companies, including a limited operating history; dependence on key individuals; rapid technological changes; competition from substitute products and larger companies; the need for additional financing to fund future operations; and the successful development, marketing, and outsourced manufacturing of the Company’s products and services as well as the impact of the novel coronavirus disease (“ COVID-19 Impact of COVID-19 The Company was and is subject to risks and uncertainties as a result of the outbreak of a novel strain of coronavirus, designated “COVID-19” and declared to be a pandemic in March 2020. The Company first began to experience impacts from COVID-19 in March 2020, as federal, state and local governments reacted to the COVID-19 pandemic by encouraging or requiring social distancing, instituting shelter-in-place orders, and requiring, in varying degrees, reduced operating hours, restaurant dine-in and/or indoor dining limitations, capacity limitations or other restrictions that largely limited restaurants to off-premise sales (take-out and delivery) in the early stages of the pandemic. Over the course of the three months ended September 30, 2022, and the fiscal years ended 2022 and 2021, certain of these restrictions were relaxed as incidents of infection from the initial outbreak declined, but many of the restrictions were reinstituted as incidents of infection surged. The degree and duration of restriction varied by individual geographic area. The extent of the continuing impact of the COVID-19 pandemic on the Company’s business remains highly uncertain and difficult to predict, as the operating status of restaurants remains fluid and subject to change as government authorities modify existing restrictions or implement new restrictions on restaurant operations in response to changes in the number of COVID-19 infections and the availability and acceptance of vaccines in their respective jurisdictions. Additionally, economies worldwide have been negatively impacted by the COVID-19 pandemic, which resulted in a global economic recession. The Company has taken several actions to mitigate the effects of the COVID-19 pandemic on its operations and franchisees. In April 2020, the Company received a loan of approximately $2,599 under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“ PPP In the three months ended September 30, 2021, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID-19 related actions by its customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. To prevent disruption to customers’ businesses, the Company incurred $435 of loss on infrequent customer repairs related to this issue for the three months ended September 30, 2021, which is presented as a separate line item on the Company’s condensed consolidated statement of operations and comprehensive income (loss). The Company has claimed to recover the costs from its third-party subcontractor who manufactures the hardware, for which the Company received a favorable arbitrator ruling. Refer to Note 8 for further details. The severity of the continued impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, how long the pandemic will last, whether/when recurrences of the virus may arise, what restrictions on in-restaurant dining may be enacted or re-enacted, the availability and acceptance of vaccines, the timing, and extent of customer re-engagement with its brands and, in general, what the short- and long-term impact on consumer discretionary spending the COVID-19 pandemic might have on the Company and the restaurant industry as a whole, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be impacted adversely by future dine-in restrictions and the failure of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by it and its franchisees. As such, the extent to which the COVID-19 pandemic may continue to materially impact the Company’s financial condition , liquidity, or results of operations remains highly uncertain. Liquidity and Capital Resources As of September 30, 2022 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $59,249 and $3,017, respectively, which were held for working capital purposes. Since inception, the Company has financed its operations primarily through financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. The Company has incurred recurring operating losses since its inception, including operating losses of $14,159 and $7,177 for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and June 30 ,2022, respectively, the Company had an accumulated deficit of $165,994 and $200,783 and the Company expects to generate operating and net losses for the near term. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from customers. While the Company received net cash of $49,840 from the completion of the Merger and raised net cash proceeds of $13,730 from the issuance of new debt and payment of certain legacy debt obligations, additional capital infusion will be necessary in order to fund currently anticipated expenditures, and to meet the Company’s obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, subscription renewal activity, billing frequency, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. The Company intends to secure additional fundings from either public or private financing sources, and these plans for additional financings are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Concentrations of Risks, Significant Customers and Investments The Company’s financial instruments are exposed to concentrations of credit risk and consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. The following three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues during the three months ended September 30: 2022 2021 Customer A 57 % 48 % Customer B 23 % 26 % Customer C 1 12 % 17 % 92 % 91 % 1 The decrease in revenue is attributable to the customer relationship cancellation with certain franchisees within Customer C. The following three restaurant logos accounted for more than 10% of accounts receivable as of September 30, 2022 and June 30, 2022: September 30, June 30, 2022 Customer A 39 % 31 % Customer B 17 % 41 % Customer C* — % — % Customer D 22 % 11 % 78 % 83 % * Customers with a dash accounted for less than 10% of accounts receivable at period end. The Company is exposed to vendor concentration risk as it supplies tablets from one vendor. The Company’s operating results could be adversely affected should the vendor increase prices or incur disruptions in its tablet supply. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). The Company has no components of other comprehensive income (loss). Therefore, net income (loss) equals comprehensive income (loss) for all periods presented. Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“ CODM The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States. Leases The Company leases real estate facilities under a non-cancelable operating lease with remaining lease terms of 6 months to 3 years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted ASU No. 2016-02, Leases Topic 842 Upon adoption the Company recorded a right of use asset (“ROU”) and an operating lease liabilities. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease liability is measured and recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes; lease expense from these leases are recognized on a straight-line basis over the lease term. Net Income (Loss) Per Share The Company computes earnings per share (“EPS”) following ASC Topic 260, Earnings per share. Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the if-converted method; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation. Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842, Leases The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $510 and $516, respectively, as of July 1, 2022. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and comprehensive income (loss) and the accompanying condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Topic 326: Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326) In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity, In March 2020 with an update in January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, Reference Rate Reform (Topic 848), LIBOR

Revenue

Revenue	9 Months Ended
	Sep. 30, 2022
Revenue Disclosure Text Block [Abstract]
Revenue	2. Revenue Contract Balances The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable is recorded when the Company contractually has the right to consideration. In some arrangements, a right to consideration for its performance under the customer contract may occur before invoicing to the customer, resulting in contract assets. The amount of contract assets included within accounts receivable before allowances, in the condensed consolidated balance sheets was $731 and $516 as of September 30, 2022 and June 30, 2022, respectively. Contract liabilities consist of deferred revenue. Deferred revenue represents amounts that have been invoiced in advance of revenue recognition, and the balance is recognized as revenue when transfer of control to customers has occurred or services have been provided. The current portion of deferred revenue balances are recognized during the following 12-month period. The following table summarizes the activity in deferred revenue: Deferred Deferred revenue, beginning of year – June 30, 2021 $ 25,623 Additions 4,481 Revenue recognized (19,335 ) Deferred revenue, end of period – June 30, 2022 10,769 Additions 681 Revenue recognized (4,111 ) Deferred revenue, end of period – September 30, 2022 $ 7,339 As of September 30, 2022, approximately $8,109 of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $7,410 of these remaining performance obligations over the next 12 months with the balance recognized thereafter. On July 29, 2019, the Company entered into an arrangement with Customer A whereby it agreed to provide a $5,000 marketing development payment once the roll out phase was completed, which occurred on June 4, 2020, with the payment coming due on July 4, 2020. This payment is treated as an offset to revenue recognized under the contract over 4 years and interest accrues on the unpaid balance at a rate of 12% per annum. The payment due on July 4, 2020 was not paid by the Company. During the three months ended September 30, 2022 and 2021, the Company had incurred $0 and $170 of interest expense, respectively. On September 29, 2021, the Company entered into a settlement agreement with Customer A regarding the payment of a $5,000 marketing development payment and related accrued interest to be made to the customer and $2,000 in handheld services to be provided to the customer under a previous contract. Through the settlement agreement, the Company agreed to provide certain alternative installation and replacement services with a value of $2,000 and cover expenses on behalf of the customer related to a liquid ingress issue resulting from COVID-19 of $3,333. The liquid ingress issue was a result of the Company’s devices failure primarily due to the use of extremely strong commercial disinfectant solutions by the Company’s customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. In return, the customer agreed to reduce the payment to be made from $5,000 to $3,200, waive the related accrued interest of $805 and no longer request a refund on a $2,000 payment it had previously made for handheld services. Of the amounts, $2,879 was accounted for as contra-loss on infrequent product repairs, $2,434 as a reduction to accounts payable for the principal and accrued interest owed, $274 as a reduction to deferred revenue, and $171 as prepaid interest as of and for the fiscal year ended June 30, 2021. Subsequently, $171 interest expense was recognized against the prepaid interest balance, $3,200 was recognized as a reduction to accounts payable for the payment of the outstanding marketing development amount in October 2021 and $252 and $32 was recognized as revenue relating to the installation and replacement services provided as part of the contract modification as of and for the three months ended September 30, 2022 and 2021, respectively. The Company will continue to offset revenue recognized based on the original $5,000 marketing development fund. On October 29, 2021, the Company entered into an arrangement with a customer whereby it issued a warrant to purchase 404,961 shares of common stock. Refer to Note 11 for further details. The fair value of the warrant is treated as a reduction to the transaction price of the customer contract and will be recorded as contra-revenue. Contra-revenue recognized related to the warrant was not material for the three months ended September 30, 2022. Transaction Revenue The commissions paid to restaurants under the Company’s revenue share agreement ranged between 83%-96% and 77%-98% of premium content revenue by customer logo for the three months ended September 30, 2022 and 2021, respectively. Disaggregation of Revenue No single country other than the United States represented 10% or more of the Company’s revenue during the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021, $400 and $634 of revenues were from leasing arrangements.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	3. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company elected the fair value option to account for the convertible promissory notes and embedded warrants because the Company believes it more accurately reflects the value of the debt in the financial statements. Changes in the fair value of the convertible promissory notes and embedded warrants were included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). The following table provides a summary of all financial instruments measured at fair value on a recurring basis as of September 30, 2022 and June 30, 2022: September 30, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities: Unvested founder shares liability $ — $ — $ 413 $ 413 Warrant liabilities — — 1,999 1,999 Total $ — $ — $ 2,412 $ 2,412 June 30, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities: Convertible promissory notes and embedded warrants $ — $ — $ 89,663 $ 89,663 Warrant liabilities — — 4,149 4,149 Total $ — $ — $ 93,812 $ 93,812 The fair value of the unvested founder shares liability was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The expected annual volatility of our common stock was estimated to be 76.2% and 76.0% as of the Merger date and September 30, 2022, respectively, based on the historical volatility of comparable publicly traded companies. The fair value of the convertible promissory notes and embedded warrants is determined based on “Level 3” inputs, due to a lack of market data over inputs such as the probability weighting of the various scenarios that can impact the settlement. The principal amount of the convertible promissory notes, embedded warrants and accrued interest is measured at fair value using the Monte Carlo valuation model. The valuation model utilized various key assumptions, such as enterprise value and management assessments of the probability of expected future events, including conversion upon next financing of private preferred stock, conversion upon a next financing in a public liquidity event, conversion upon a change in control, conversion upon maturity and default. A public liquidity event is defined as the issuance and sale of shares in an initial public offering or a deSPAC. As part of the convertible promissory notes and embedded warrants valuation at each reporting date, the Company determined that credit risk associated with the convertible notes was immaterial. The Company estimated the fair value of the convertible promissory notes, embedded warrants and accrued interest using the following weighted average assumptions: As of June 30, 2022 Next Next Change in Maturity Default Probability of conversion 10 % 80 % 5 % 5 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — — The fair value of the warrant liabilities are determined based on “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs (volatility, stock price, risk-free rate, expected term, and dividend yield), used in the Black-Scholes-Merton model. The following table indicates the weighted-average assumptions made in estimating the fair value: As of As of 2022 2022 Risk-free interest rate 4.05 % 3.00 % Expected term (in years) 5.40 5.93 Expected volatility 61.31 % 65.72 % Expected dividend yield — — Exercise price $ 10.32 $ 7.48 The following table sets forth a summary of the difference between the carrying amount and the fair value of Level 3 convertible promissory notes and embedded warrants for which the fair value option was elected: June 30, 2022 Carrying Amount Fair Value Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663 The following table sets forth a summary of changes in the fair value of Level 3 convertible promissory notes and embedded warrants, Level 3 warrant liabilities and Level 3 unvested founder shares liability, for the three months ended September 30, 2022 and 2021: Convertible Warrant Unvested Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 500 — — Change in fair value 12,117 1,457 — Balance at September 30, 2021 $ 75,198 $ 2,891 $ — Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830 ) — Issuance of warrants — 843 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271 ) (11,551 ) (1,175 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at September 30, 2022 $ — $ 1,999 $ 413 The Company measures certain non-financial assets and liabilities, including property and equipment, intangible assets, and inventory, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of property and equipment, intangible assets and inventory.

Consolidated Balance Sheet Comp

Consolidated Balance Sheet Components	9 Months Ended
	Sep. 30, 2022
Consolidated Balance Sheet Components [Abstract]
Consolidated Balance Sheet Components	4. Consolidated Balance Sheet Components Inventories Inventories consisted of the following: As of As of 2022 2022 Finished goods $ 484 $ 869 Total inventories $ 484 $ 869 Property and Equipment, net Property and equipment, net consisted of the following: As of As of 2022 2022 Tablets $ 5,663 $ 5,663 Computer equipment 544 519 Software 20 562 Total property and equipment 6,227 6,744 Less: accumulated depreciation (4,536 ) (4,769 ) Property and equipment, net $ 1,691 $ 1,975 Depreciation expense was $318 and $505 for the three months ended September 30, 2022 and 2021, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: As of As of 2022 2022 Capitalized software $ 4,593 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 6,044 4,586 Less: accumulated amortization (414 ) (360 ) Intangible assets, net $ 5,630 $ 4,226 Intangible assets have weighted-average amortization periods as follows: Years Capitalized software 4 Developed technology 4 Domain Name 15 Amortization expense of intangible assets was $115 and $30 for the three months ended September 30, 2022 and 2021, respectively. Within capitalized software on September 30, 2022 and June 30, 2022, $4,305 and $2,786, respectively, are in process capitalized software costs and accordingly, the amortization of such costs are excluded from the table below. Total future amortization expense for intangible assets was estimated as follows: 2023 $ 235 2024 350 2025 339 2026 335 2027 10 Thereafter 56 Total $ 1,325 Accrued Liabilities Accrued liabilities consisted of the following: As of As of 2022 2022 Accrued expenses $ 2,863 $ 2,176 Repair cost reserve (Refer to Note 8) 229 724 COVID-19 deferred compensation and deferred payroll tax 198 204 Accrued sales tax 89 86 Accrued vacation 939 874 Accrued interest 232 402 Operating lease liability - current portion 349 — Accrued other 2,383 1,749 Total accrued liabilities $ 7,282 $ 6,215

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	5. Leases At September 30, 2022 the Company recorded a right of use asset of $748 within other noncurrent assets on condensed consolidated balance sheet. The Company also has $349 of operating lease liabilities, current and $407 presented within other long-term liabilities on condensed consolidated balance sheet at September 30, 2022. For the three months ended September 30, 2022, the Company recorded operating lease costs of $95 including variable operating lease costs of $15. Supplemental information related to the Company’s operating lease was as follows for the three months ended September 30, 2022: Operating cash flows used for operating lease $ 95 Operating lease liability arising from obtaining ROU asset (1) $ 824 Weighted average remaining lease term 2.0 years Weighted average discount rate 15.0 % (1) Amount includes (i) $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, (ii) $308 related to the Company entering into a new non-cancelable operating lease agreement during the three months ending September 30, 2022. Future minimum lease payments under the Company’s non-cancelable operating leases with an initial lease term in excess of one year subsequent to September 30, 2022 are as follows: Remainder of 2023 $ 336 2024 404 2025 143 Gross lease payments 883 Less: imputed interest (127 ) Present value of net future minimum lease payments $ 756 As of September 30, 2022, the present value of net future minimum lease payments is recorded in the amount of $349 within accrued liabilities on the condensed consolidated balance sheet and $407 within other long-term liabilities on the condensed consolidated balance sheet. Under the previous lease accounting standard ASC 840, Leases, the aggregate future minimum lease payments under the Company’s non-cancelable operating lease, as of June 30, 2022, was as follows: 2023 $ 273 2024 218 2025 127 Total $ 618 Rent expense for the three months ended September 30, 2021 was $108.

Financing Obligations

Financing Obligations	9 Months Ended
	Sep. 30, 2022
Financing Obligation Disclosure [Abstract]
Financing Obligations	6. Financing Obligations The Company’s financing obligations, net of discounts, consist of the following: As of As of 2022 2022 Receivable financing facility $ 5,803 $ 5,911 Equipment financing facility 1,413 2,929 Total financing obligations 7,216 8,840 Less: financing obligations, current (7,216 ) (8,840 ) Total financing obligations, noncurrent $ — $ — Receivable financing facility On April 27, 2021, the Company entered into an investment arrangement in which the Company provides future receivables available to an outside investor to invest in, in exchange for an upfront payment. Through this arrangement, the Company obtains financing in the form of a large upfront payment, which the Company accounts for as a borrowing by recording the proceeds received as a financing obligation, which will be repaid through payments collected from accounts receivable debtors relating to future receivables. The financing obligation is non-recourse; however, the Company is responsible for collections as the Company must first collect payments from the debtors and remit them to the investor. The Company recognizes interest on the financed amount using the effective interest method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by the investor with the present value of the cash amounts paid by the investor to the Company. The receivable financing facility has a term of 5 years and the arrangement allows the Company and the financier to mutually agree to roll forward the Company’s borrowings as they come due. On August 15, 2021, November 16, 2021, February 22, 2022, May 31, 2022, and August 18, 2022 in accordance with the terms of the receivable financing facility, the Company rolled forward the receivable financing facility, enabling the Company to continue its quarterly borrowings for a minimum of a rolling twelve-months. Subject to the approval of the financier, the Company expects to continue rolling forward the receivable financing facility. Equipment financing facility Beginning in 2019, the Company entered into arrangements with third party financiers to secure payments of certain tablet purchases. Such arrangements generally have terms ranging from 3 – 5 years and interest rates ranging from 8%-14%. The Company then leases the tablets monetized by the financiers to one of its customers through operating leases that have 4-year terms. In fiscal year 2022 and during the three months ended September 30, 2022, due to the Company’s liquidity position and other commitments, the Company postponed certain payments on certain arrangements with third party financiers, which resulted in the Company defaulting on said arrangements. The Company is seeking to remedy the matter via repayment agreements with its third-party financiers. Non-payment under the arrangements permits the financiers to declare the amounts owed under the arrangement due and payable and exercise their right to secure the tablets under lease. Although we intend to repay, we have classified all of our obligations under these arrangements as short-term within financing obligations, current as of September 30, 2022 and June 30, 2022.

Debt Arrangements

Debt Arrangements	9 Months Ended
	Sep. 30, 2022
Debt Arrangements [Abstract]
Debt Arrangements	7. Debt Arrangements The Company’s outstanding debt, net of debt discounts, consists of the following: As of As of 2022 2022 Convertible promissory notes $ — $ 89,663 Term loans 49,424 25,443 PPP Loan — 2,000 Total debt 49,424 117,106 Less: debt, current — (115,106 ) Total debt, noncurrent $ 49,424 $ 2,000 Convertible promissory notes As of June 30, 2022, the Company had convertible notes outstanding to various investors, all of which were accounted for under the fair value option. As of June 30, 2022, the fair value of such convertible promissory notes was $89,663. In conjunction with the Merger all convertible promissory notes converted into shares of common stock. Further, certain convertible notes which were together with warrants also had the related warrants converted into shares of common stock. As a consequence of the note and warrant conversion, 8,147,938 shares of common stock were issued. Immediately prior to conversion, the convertible promissory notes were remeasured to the then fair value of $41,392, resulting in a gain on remeasurement of $48,271 which was recorded within on the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2022. As a consequence of the conversion, $41,392 was reclassified into additional paid-in capital. During the three months ended September 30, 2021 the Company issued $500 of convertible promissory notes and recorded a loss on remeasurement of $12,117 on all outstanding convertible promissory notes which was recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss). Term loans Horizon Term Loan On March 4, 2021, the Company entered into a loan agreement (the “Horizon Loan”) with Horizon Technology Finance Corporation, which provided the Company with $15,000, bears interest at prime rate plus 6.5% per annum, and has a term of 54 months from each loan funding date. The Horizon Loan payment terms require repayment of accrued interest only on the outstanding principal amount over the first 24 payment dates and an equal payment of principal plus accrued interest on the next 30 payment dates identified in the notes applicable to the loan. The Company pledged certain assets against the Horizon Loan. The Horizon Loan contains financial covenants that require the maintenance of an unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. On March 11, 2022, the Company amended the Horizon Loan to shorten the total term to 24 months. In connection with the entry into the Credit Agreement (defined below), on September 21, 2022 the Company repaid the Horizon Loan making a cash disbursement of $17,012, of which $15,000 was repayment of principal and $649 was payment of interest expense and accrued interest. Further, $1,737 was recorded as a loss on early extinguishment of debt on the condensed consolidated statement of operations and comprehensive income (loss) Lago Term Loans On March 11, 2022, the Company entered into a loan agreement (the “Lago Loan”) with Lago Innovation Fund I & II, LLC, which provided the Company with $12,600, bears interest at the greater of 12% plus the greater of 1% or 30 day LIBOR, bears 2% payable in kind interest, and matures on April 1, 2023. The Company pledged certain assets against the Lago Loan. The Lago Loan payment terms require repayment of accrued interest only on the outstanding principal over the first 12 payment dates and payment of principal plus remaining accrued interest on the last payment date identified in the notes applicable to the loan. The Company may prepay at any time for a fee, dependent on the time of prepayment. The Lago Loan contains financial covenants that require the maintenance of unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. The Company issued 205,602 warrants to purchase common stock with the Lago Loan. Refer to Note 11 for further details. On August 4, 2022, the Company amended the Lago Loan which provided the Company with $5,250. Further, as part of the amendment to the Lago Loan, the Company issued an additional 169,310 warrants to purchase common stock with the additional tranche. The Company determined that the amendment with the lender should be accounted for as an extinguishment and recorded a loss on early extinguishment of debt of $6,022 on its condensed consolidated statement of operations and comprehensive income (loss). In connection with the entry into the Credit Agreement (defined below) on September 21, 2022, the Company repaid all outstanding loans by making a cash disbursement of $22,351, of which $17,850 was repayment of principal and $130 was payment of payable in kind interest. Further $4,371 of cash was paid related to prepayment and other penalties. Credit Agreement On September 21, 2022, in connection with the consummation of the Merger, the Company entered into a Credit Agreement (the “Credit Agreement”) with the subsidiary guarantors party thereto, Metropolitan Partners Group Administration, LLC, as administrative, payment and collateral agent (the “Agent”), the lenders (“Lenders”) and other parties party thereto, pursuant to which the Lenders extended term loans having an aggregate original principal amount of $55,000 (the “Term Loans”). The Term Loans were borrowed in full on September 21, 2022. Amounts outstanding under the Credit Agreement will incur interest at the rate of 15% per annum. During the first 18 months following the closing date, the Company may elect to pay a portion of the accrued and unpaid interest by capitalizing the amount of such interest on a monthly basis and adding the same to the principal balance of the Term Loans, after which such capitalized interest shall accrue interest at the interest rate and otherwise constitute principal under the Term Loan (“PIK Interest”). With respect to interest accruing during the first six months after the closing date, the Company may elect for 100% of the interest payment to be capitalized as PIK Interest on a monthly basis. With respect to interest accruing after the six month anniversary of the closing date, but before the 18 month anniversary of the closing date, the Company may elect for 50% of the interest payment to be capitalized as PIK Interest on a monthly basis. The Term Loans mature on March 21, 2025. The Term Loans may be prepaid by the Company; however, any voluntary or mandatory prepayment made prior to the 18 month anniversary of the closing date must be accompanied by payment of a make whole premium equal to the interest and fees that would have accrued on the aggregate principal amount of the Term Loans (including any interest that could have been capitalized as PIK Interest during such period) from the date of payment through the 18 month anniversary of the closing date. The Term Loans may not be reborrowed once repaid. The Company is required to pay the Agent certain upfront fees and administrative fees in connection with the Term Loans. The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets. The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant and maximum net leverage ratio of 1.20 to 1.00. The Credit Agreement also contains customary affirmative and restrictive covenants, including covenants regarding the incurrence of additional indebtedness or liens, investments, transactions with affiliates, delivery of financial statements, payment of taxes, maintenance of insurance, dispositions of property, mergers or acquisitions, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. The Credit Agreement also includes customary representations and warranties, events of default and termination provisions, upon which the Term Loans may be accelerated and the interest rate applicable to any outstanding payment obligations will increase by 5%. As of September 20, 2022, the Company was in compliance with all applicable covenants. In conjunction with the Credit agreement, the Company issued 1,500,000 warrants to purchase common stock to the Lenders. Such warrants were determined to be equity classified and the Company recorded the value associated with such warrants of $2,076 within additional paid in capital, with an offsetting debt discount being recorded. Refer to Note 11 for further details on the aforementioned warrants. As a condition to entering into the Credit Agreement, the Sponsors agreed to transfer 600,000 Presto Automation Inc. shares to the Lender to the Credit Agreement. The share transfer by the Sponsor to the Lenders to the Credit Agreement was such that the substance of the transaction was that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to the Lenders as an incentive for the Lenders to enter into the Credit Agreement. Accordingly, the Company recorded the transaction as debt issuance costs discount of $2,779 in condensed consolidated balance sheet with an offsetting increase to additional paid-in capital for the contribution. The Company incurred other debt issuance costs associated with professional services and fees paid to the lender of $1,006 in conjunction with the signing of the Credit Agreement which were recorded as a debt discount. During the three months ended September 30, 2022, the Company recorded PIK interest expense amounts of $229, which has been reflected as an increase to the outstanding debt balance. Further, during the three months ended September 30, 2022 the Company recorded interest expense associated with the amortization of debt discounts in the amount $56. Accordingly at September 30, 2022, the term loans, noncurrent balance of $49,424 reflects $55,000 of principal and $229 PIK interest accrual, as reduced by unamortized debt issuance costs of $5,805. Paycheck Protection Program Loans In April 2020, we obtained a Paycheck Protection Program (“PPP”) loan for $2,599 through the U.S. Small Business Administration. In March 2021, a second PPP loan was obtained in the amount of $2,000, for a total of $4,599 received in PPP loans. The loans were to be fully forgiven if the funds received were used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. The Company utilized the funds for these purposes and applied for loan forgiveness of the PPP funds. The Company’s accounting policy provides that if the loans are forgiven, the forgiven loan balance will be recognized as income in the period of forgiveness. During the three months ended September 30, 2021, the Company received forgiveness of the first PPP loan of $2,599 and recognized income on forgiveness within other income, net during the three months ended September 30, 2021. During the three months ended September 30, 2022, the Company received forgiveness of the second PPP loan of $2,000 and recognized income on forgiveness within other income, net during the three months ended September 30, 2022. As of September 30, 2022, future principal payments on debt were as follows: Year Ended June 30, 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Warranties, Indemnification, and Contingencies The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. In the three months ended September 30, 2022 and 2021, the Company has incurred costs to refurbish customer tablets of $658 and $617 recorded in cost of platform revenue in the Company’s condensed consolidated statement of operations and comprehensive income (loss). In connection with the service level agreements, the Company has recorded $229 and $724 in accrued liabilities in the condensed consolidated balance sheets for expected repair costs for customer tablets currently in the Company’s return merchandise authorization process as of September 30, 2022 and June 30, 2022, respectively. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify the Company’s directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. Legal Proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In general, the resolution of a legal matter could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable, and subject to significant uncertainties. At this time, the Company does not have any such matters that, if resolved unfavorably, would have a material impact on its financial condition, results of operations or cash flows. In June 2022, the Company received a favorable arbitrator ruling related to a matter with its third-party subcontractor and was awarded approximately $11,304 in damages related to the Company’s loss on infrequent product repairs and to cover its legal expenses. The award has not met the criteria to be considered realizable as of September 30, 2022. As a result, the Company has not recognized any gain related to this settlement in its condensed consolidated statement of operations and comprehensive income (loss).

Loss on Infrequent Product Repa

Loss on Infrequent Product Repairs	9 Months Ended
	Sep. 30, 2022
Loss on Infrequent Product Repairs [Abstract]
Loss on Infrequent Product Repairs	9. Loss on Infrequent Product Repairs During the three months ended September 30, 2021, the Company experienced an increase in hardware returned for repair or replacement using a Return Merchandise Authorization (“ RMA The standard warranty the Company provides covers regular wear and tear and does not cover any damage caused by mishandling of the product. However, given the nature of issues, the Company, in order to prevent disruption to the Company’s customers’ businesses, incurred approximately $435 of repair and replacement expenses related to this issue during the three months ended September 30, 2021. The Company provided repair and replacement of its hardware devices to all of its customers as a one-time only offer due to COVID-19. The Company has also made a claim to recover the costs from its third-party subcontractor who manufactures the hardware.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	10. Stockholders’ Equity (Deficit) Effective with the closing of the closing of the Merger the Company restated its articles of incorporation. Under the amended and restated articles of incorporation the Company is authorized to issue 180,000,000 shares of common stock and 1,500,000 shares of preferred stock. The holders of common stock shall have the right to one vote for each share of common stock held. The holders of non-voting common stock do not have the right to vote on any matter. On September 15, 2022, the Company (then Legacy Presto), received an equity investment of $1,000 from an investor in exchange for 133,333 shares in the Company. Further, such investor held a significant portion of outstanding convertible notes on the date the investment was made. The Company recorded the proceeds received as an increase to additional paid-in capital. On September 21, 2022, in connection with the closing of the Merger, Ventoux and Legacy Presto and a proposed convertible note lender (“Silver Rock”) agreed to terminate the proposed amended and restated convertible note subscription agreement, dated July 25, 2022, which was to be funded at the closing of the Merger. Pursuant to the termination agreement, Silver Rock agreed to the termination in exchange for 400,000 shares of common stock of Legacy Presto which were converted into 322,868 shares of Company common stock pursuant to the terms of the Merger Agreement. The share transfer was determined to be termination fee valued at $1,646 recorded within on the condensed consolidated statement of operations and comprehensive income (loss), with an offsetting increase to additional paid-in capital. The Company also agreed to pay certain expenses of Silver Rock in the amount of $531 which is recorded within on the condensed consolidated statement of operations and comprehensive income (loss). In addition to the consideration transferred directly by the Company, 500,000 warrants to purchase common stock, held by the Sponsors, were transferred to Silver Rock. The substance of the warrant transfer by the Sponsor to Silver Rock under the termination agreement was such that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to Silver Rock in exchange for termination of the convertible note agreement. Accordingly, the Company recorded the transaction as an other financing cost of $766 within on the condensed consolidated statement of operations and comprehensive income (loss) with an offsetting increase to additional paid-in capital for the contribution. The Company has the following shares of common stock reserved for future issuance: As of Warrants to purchase common stock 18,415,453 Options to purchase common stock and RSUs 12,976,520 Stock options available for future grants 4,617,400 Earnout shares 15,000,000 51,009,373

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Disclosure Of Warrants Abstract
Warrants	11. Warrants Since inception, the Company has issued warrants in conjunction with various debt financings. The Company accounts for its warrants in accordance with ASC 815-40 as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants are classified as liabilities when there is variability in the number of shares, and when the variability is not related to an implicit or explicit input to the valuation of the Company. Liability-classified warrants are remeasured at each reporting date until settlement, with changes in the fair value recognized in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). Warrants that meet the fixed-for-fixed criteria or contain variability related to an implicit or explicit input to the valuation of the Company are classified as equity instruments. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. During the period from June 30, 2022, through the date of the Merger, the Company had various warrant transactions: ● The issuance of 169,309 warrants to purchase common stock in conjunction with an amendment to the warrant agreement with Lago Loan, such amendment occurring in August of 2022. ● In September 2022, the holder of 141,970 warrants net exercised such warrants with the Company issuing 136,681 common shares to the holder. ● The issuance at the Merger date of 1,500,000 warrants to the Lenders to the Credit Agreement. ● With the Merger, the Company assumed 8,625,000 public warrants and 6,125,000 private warrants. ● With the consummation of the Merger and the repayment of the Horizon loan, 294,725 of previously liability classified warrants were reclassified to equity in the amount of $830. The following tables represent the warrants on common stock outstanding at September 30, 2022 and June 30, 2022: As of September 30, 2022 Expiration date Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common March 2026 $ 9.25 86,532 6 Liability Common July 2027 $ 0.37 402,679 6 Equity Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common [B] $ 6.53 294,725 [B] 10 Equity Common March 2032 $ 8.16 374,912 10 Liability Common September 2027 $ 11.50 1,500,000 5 Equity Common September 2027 $ 8.21 8,625,000 5 Equity Common September 2027 $ 11.50 6,125,000 5 Liability Total 18,415,453 As of June 30, 2022 Expiration date Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common March 2026 $ 9.25 86,532 10 Liability Common July 2027 $ 7.80 402,679 10 Liability Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common March 2031 $ 6.53 294,725 [B] 10 Liability Common March 2032 $ 8.16 205,602 10 Liability Total 4,713,303 [A] — Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering. [B] — Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant intrinsic value of $1,925 over the exercise price of $6.53 as of September 30, 2022 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities. [C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one [D] — Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger. [E] — Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 265,249 and 321,943 remained contingent as of September and June 30, 2022. Expense related to these warrants will be recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss). [F] – Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2022
Stock-Based Compensation [Abstract]
Stock-Based Compensation	12. Stock-Based Compensation Prior to the Merger, the Company utilized the 2018 equity incentive plan (“ 2018 Plan 2008 Plan Effective with the Merger, the Board of Directors adopted the 2022 Incentive Award Plan (the “2022 Plan”). As of September 30, 2022, the number of shares of common stock reserved for future issuance under the 2022 Plan was 4,617,400 . The Board of Directors may grant incentive and non-statutory stock options and restricted stock units (“RSUs”) to employees, outside directors, investors and consultants at an exercise price of not less than 100% of the fair market value, as determined by the Board of Directors, at the date of grant. Awards generally vest ratably over periods determined by the Board of Directors, generally 4 years, and expire no later than ten years from the date of grant. For options subject to the one-year cliff, the expense is recognized as 25% of the total option value, which is recognized on a straight-line basis over the first year and remaining option expense continues to be recognized straight-line as vesting occurs monthly thereafter. In July 2022, the Company granted 836,657 RSUs to its employees and consultants that contain a service-based vesting condition and a performance-based vesting condition, with a grant date fair value of $8.26 per RSU. Such RSUs are in addition to the 350,426 of RSUs that were outstanding at June 30, 2022, which contain the same vesting conditions. The service-based vesting condition is generally satisfied by rendering continuous service for 5 years, with 20% vesting each year. The performance-based vesting condition is satisfied in connection with an initial public offering or a change in control. However, the consummation of the deSPAC does not result in satisfaction of the performance condition. The Company did not record compensation expense during the three months ended September 30, 2022 related to these RSUs as achievement of the performance-based vesting condition was not deemed probable of occurring. As of September 30, 2022, $9,108 of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.71 years, subject to the performance-based vesting condition being satisfied or deemed probable at which point the Company will recognize a cumulative adjustment for the service condition satisfied at such point. In September 2022, the Company granted 1,200,000 of RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs shall vest on September 30, 2022, 56.67% of the RSUs shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third anniversary of the vesting commencement date. The Company recorded compensation expense during the three months ended September 30, 2022 related to the RSUs of $1,824. As of September 30, 2022, $3,649 of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 2.96 years. The RSUs time-based vesting would accelerate upon an acquisition of the Company. A deSPAC does not meet the definition of an acquisition as defined in the 2018 Plan. During fiscal year 2021, the Company granted 600,752 Effective with the closing of the Merger, the performance condition was achieved for the second group of . The Company recognized expense associated with these options in the amount of $27 for the three months ended September 30, 2022. In the event of voluntary or involuntary termination of employment with the Company for any reason, with or without cause, all unvested options are forfeited and all vested options must be exercised within a 90-day period under the 2018 Plan and within a 30-day period under the 2008 Plan or they are forfeited. The following summary of the equity incentive plan activity for the three months ended September 30, 2022 is shown collectively for the 2022 Plan, the 2018 Plan and the 2008 Plan: Number of Weighted- Weighted- Aggregate Balance – June 30, 2022 13,845,291 $ 0.59 6.66 — Retrospective application of recapitalization (2,631,676 ) 0.14 — — Adjusted Balance – beginning of period 11,213,615 0.73 6.66 Exercised (43,712 ) $ 0.76 — — Forfeited and expired (117,601 ) $ 1.15 — — Balance – September 30, 2022 11,052,302 $ 0.73 6.43 — Vested and expected to vest at September 30, 2022 11,052,302 $ 0.73 6.43 $ 14,554 Exercisable at September 30, 2022 8,840,903 $ 0.42 5.84 $ 13,793 The aggregate intrinsic value of options exercised during the three months ended September 30, 2022 was $56. The following is a summary of the equity incentive plan RSU activity for the three months ended September 30, 2022 for the 2022 Plan and the 2018 Plan: Number of Awards Weighted- Unvested Balance – June 30, 2022 432,666 $ 6.46 Retrospective application of recapitalization (82,240 ) $ 1.52 Adjusted, unvested balance – beginning of period 350,426 $ 7.98 Granted 2,036,657 $ 6.75 Vested (399,960 ) $ 4.56 Forfeited (62,905 ) $ 6.46 Unvested Balance - September 30, 2022 1,924,218 $ 6.93 Stock-based compensation expense Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees was $2,175 and $479 for the three months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense, excluding stock-based compensation in capitalized software, by function is as follows: Three months Three months Research and development $ 151 $ 105 Sales and marketing 98 99 General and administrative 1,926 275 $ 2,175 $ 479 Stock-based compensation allocated to cost of goods sold was not material for the three months ended September 30, 2022 and 2021. The weighted-average grant date fair value of options vested during the three months ended September 30, 2022 was $1.38. As of September 30, 2022, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $3,796, which is expected to be recognized over a weighted-average period of 2.89 years. Further, for the three months ended September 30, 2022 the Company recorded $178 of stock-based compensation expense associated with earnout shares granted to holders of common stock held by current employees and directors and holders of options and RSUs. Refer to Note 1 for further discussion of compensation recorded related to earnout shares granted to holders of common stock, options and RSUs. Employee Stock Purchase Plan Effective with the closing of the Merger, the Company adopted and employee stock purchase plan (“ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated 6 month offering periods. At the end of each offering period, employees are able to purchase shares at the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of the offering period and (ii) 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the NASDAQ on such date. There was no activity under the plan during the three months ended September 30, 2022. Other Stock-based Compensation In connection with the acquisition of CyborgOps (see Note 15), the Company issued 475,638 shares of common stock to former employees of CyborOps who have continued employment with the Company, and are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. The shares vest in monthly increments over four years commencing on June 11, 2022. The fair value was determined to be $8.75 per share based on the acquisition date fair value. During the three months ended September 30, 2022, the Company recognized $264 of stock-based compensation expense related to these awards. As of September 30, 2022, unrecognized stock-based compensation expense was $3,799, which is expected to be recognized over a weighted-average period of 3.62 years.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	13. Income Taxes The Company is subject to U.S. federal, state, and local corporate income taxes. The Company’s income tax expense was not material for the three months ended September 30, 2022 and 2021. The Company does not expect any material changes in tax position for the remainder of the fiscal year.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	14. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented: Three months ended 2022 2021 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ 34,789 $ (19,509 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 29,521,505 27,137,792 Add: Weighted average dilutive effect of stock options, RSUs and warrants 10,845,397 — Weighted average shares outstanding - diluted 40,366,902 27,137,792 Net income (loss) per share attributable to common stockholders, basic $ 1.18 $ (0.72 ) Net income (loss) per share attributable to common stockholders, diluted $ 0.86 $ (0.72 ) The potential weighted average shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: Three months ended 2022 2021 Stock options and RSUs 221,140 11,570,149 Convertible notes — 3,435,080 Common stock warrants 2,887,771 4,747,754 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 3,108,911 19,752,983 Warrants to purchase a weighted average of 2,887,771 shares of common stock were outstanding during the three months ended September 30, 2022 but were not included in the computation of diluted EPS because the warrants’ exercise price was greater than the average market price of the common shares. The Company excluded a weighted average of 906,553 and 300,375 RSU’s and options from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions have not been satisfied as of September 30, 2022 and 2021, respectively. The Company excluded a weighted average of 1,630,435 earnout shares from the calculation of diluted EPS as they are subject to market conditions for which the necessary conditions have not been satisfied as of September 30, 2022.

Cyborg Ops

Cyborg Ops	9 Months Ended
	Sep. 30, 2022
Cyborg Ops [Abstract]
Cyborg Ops	15. Cyborg Ops As a consequence, to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps became due and payable resulting in an expense of $1,946, of which $1,878, and $68 has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	16. Related Party Transactions The Company has certain convertible promissory notes and embedded warrants with entities in which a member of the Company’s board of directors is an officer of the entity and has a financial interest in the entity (“affiliated entities”). As of June 30, 2022, $9,566 of the Company’s convertible promissory notes and embedded warrants balance is due to a related party, all of which are due within 12 months. The convertible promissory notes and embedded warrants converted into shares of common stock during the three months ended September 30, 2022. Refer to Note 7 for further details. During the three months ended September 30, 2022, the Company received an equity investment of $1,000 from an investor in exchange for 133,333 shares in the Company. Refer to Note 10 for further details. In addition, the Company granted 1,200,000 of RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. Refer to Note 12 for further details.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent Events There have been no subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Description of Business	Description of Business Presto Automation Inc. and subsidiaries (together, “Presto” or the “Company”) is headquartered in San Carlos, California. Prior to the Merger (as defined below), the Company operated as E la Carte, Inc. (“Legacy Presto”). E la Carte, Inc. was incorporated in the State of Delaware in October 2008. In 2018, E la Carte, Inc. together with its subsidiary adopted “Presto” as its trade name or doing business as (“ dba The Company is the developer of the Presto Smart Dining system (“Presto Touch”),
Merger with Ventoux CCM Acquisition Corp.	Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux”) and its subsidiaries, then a special purpose acquisition corporation, ac Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and with the close of the Merger remained significant shareholders in the Company. Trust Proceeds and PIPE investment Following the closing of the Ventoux’s initial public offering on December 30, 2020, $151,500 was placed in a trust account, (the “Trust”), for which various redemptions of amounts in the Trust were made up until the date of the Merger. At the closing date of the Merger, $9,498 of unredeemed funds were released to Ventoux from the Trust. In connection with the execution of the Merger, Ventoux entered into separate subscription with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55,400, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. Upon consummation of the Merger, Presto received approximately $49,840 from the Trust and PIPE, net of transaction costs and other payments as set forth as follows: Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144 ) Total $ 49,840 (1) Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger and as of September 30, 2022 $220 of transaction costs incurred by Legacy Presto remain unpaid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431. Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes converted into Legacy Presto common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Presto were automatically converted into shares of Legacy Presto common stock, and all outstanding warrants for Legacy Presto shares were either exercised or exchange into warrants of common stock of Presto. Upon the consummation of the Merger, each share of Legacy Presto common stock issued and outstanding was canceled and converted into the right to receive 0.8099 shares (the “Exchange Ratio”) of common stock of Ventoux. canceled and converted using the Exchange Ratio with the holders receiving equivalent Earnout Arrangement with holders of Legacy Presto common stock and outstanding equity awards Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows: ● 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“ VWAP ● an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity Unvested Founder Share Arrangement with Founders At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such Unvested Founder Shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date., (iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date. A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable unvested founder shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any unvested founder shares shall automatically vest. As of September 30, 2022, all of the unvested founder shares remain unvested as the conditions to vesting have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly such instruments are liability classified. With the closing of the Merger the Company recorded $1,588 within other long-term liabilities. During the period from the closing of the Merger until September 30, 2022, the Company recorded a gain on remeasurement of the liability of $1,175 which is included in other financing and financial instrument (costs) income, net in the condensed consolidated statement of operations and comprehensive income (loss). Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change the name of Ventoux to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 shares, of which 180,000,000 shares are designated as common stock, $0.0001 par value per share; and 1,500,000 shares designated preferred stock, $0.0001 par value per share. Immediately following the closing of the Merger, there were 50,639,837 18,415,453 shares of the Company’s common stock outstanding. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Ventoux was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Presto issuing stock for the net assets of Ventoux, accompanied by a recapitalization. Total net liabilities of Ventoux assumed by the Company was $9,768, which is inclusive of a liability for the private warrants of $9,389. The remaining net liabilities assumed were immaterial to the Company. Such amount, excludes the 55,400 in PIPE proceeds raised by Ventoux immediately prior to the Merger.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1,070,000, (ii) the last day of the fiscal year following the fifth anniversary of the completion of Ventoux’s initial public offering, which occurred on December 30, 2020, (iii) the date on which the Company issued more than $1,000,000 in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer.
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC The condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“ FASB
Unaudited Interim Condensed Consolidated Financial Statements	Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2022, and the related condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of stockholders’ equity (deficit), and condensed consolidated statements of cash flows for the three months ended September 30, 2022, and 2021 and amounts relating to the interim periods included in the accompanying notes to the interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2022, and its results of operations and cash flows for the three months ended September 30, 2022, and 2021. The results for the three months ended September 30, 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.2 of the Current Report on Form 8-K as filed with the SEC on September 27, 2022. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements. Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses, and disclosures. Accordingly, actual amounts could differ from those estimates, and those differences could be material. Uses of estimates include, but are not limited to, the collectability of accounts receivable, the useful lives of property and equipment and intangible assets, inventory valuation, the fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, earnout arrangements and unvested founder shares, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.
Risk and Uncertainties	Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology-based companies, including a limited operating history; dependence on key individuals; rapid technological changes; competition from substitute products and larger companies; the need for additional financing to fund future operations; and the successful development, marketing, and outsourced manufacturing of the Company’s products and services as well as the impact of the novel coronavirus disease (“ COVID-19
Impact of COVID-19	Impact of COVID-19 The Company was and is subject to risks and uncertainties as a result of the outbreak of a novel strain of coronavirus, designated “COVID-19” and declared to be a pandemic in March 2020. The Company first began to experience impacts from COVID-19 in March 2020, as federal, state and local governments reacted to the COVID-19 pandemic by encouraging or requiring social distancing, instituting shelter-in-place orders, and requiring, in varying degrees, reduced operating hours, restaurant dine-in and/or indoor dining limitations, capacity limitations or other restrictions that largely limited restaurants to off-premise sales (take-out and delivery) in the early stages of the pandemic. Over the course of the three months ended September 30, 2022, and the fiscal years ended 2022 and 2021, certain of these restrictions were relaxed as incidents of infection from the initial outbreak declined, but many of the restrictions were reinstituted as incidents of infection surged. The degree and duration of restriction varied by individual geographic area. The extent of the continuing impact of the COVID-19 pandemic on the Company’s business remains highly uncertain and difficult to predict, as the operating status of restaurants remains fluid and subject to change as government authorities modify existing restrictions or implement new restrictions on restaurant operations in response to changes in the number of COVID-19 infections and the availability and acceptance of vaccines in their respective jurisdictions. Additionally, economies worldwide have been negatively impacted by the COVID-19 pandemic, which resulted in a global economic recession. The Company has taken several actions to mitigate the effects of the COVID-19 pandemic on its operations and franchisees. In April 2020, the Company received a loan of approximately $2,599 under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“ PPP In the three months ended September 30, 2021, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID-19 related actions by its customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. To prevent disruption to customers’ businesses, the Company incurred $435 of loss on infrequent customer repairs related to this issue for the three months ended September 30, 2021, which is presented as a separate line item on the Company’s condensed consolidated statement of operations and comprehensive income (loss). The Company has claimed to recover the costs from its third-party subcontractor who manufactures the hardware, for which the Company received a favorable arbitrator ruling. Refer to Note 8 for further details. The severity of the continued impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, how long the pandemic will last, whether/when recurrences of the virus may arise, what restrictions on in-restaurant dining may be enacted or re-enacted, the availability and acceptance of vaccines, the timing, and extent of customer re-engagement with its brands and, in general, what the short- and long-term impact on consumer discretionary spending the COVID-19 pandemic might have on the Company and the restaurant industry as a whole, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be impacted adversely by future dine-in restrictions and the failure of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by it and its franchisees. As such, the extent to which the COVID-19 pandemic may continue to materially impact the Company’s financial condition , liquidity, or results of operations remains highly uncertain.
Liquidity and Capital Resources	Liquidity and Capital Resources As of September 30, 2022 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $59,249 and $3,017, respectively, which were held for working capital purposes. Since inception, the Company has financed its operations primarily through financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. The Company has incurred recurring operating losses since its inception, including operating losses of $14,159 and $7,177 for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and June 30 ,2022, respectively, the Company had an accumulated deficit of $165,994 and $200,783 and the Company expects to generate operating and net losses for the near term. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from customers. While the Company received net cash of $49,840 from the completion of the Merger and raised net cash proceeds of $13,730 from the issuance of new debt and payment of certain legacy debt obligations, additional capital infusion will be necessary in order to fund currently anticipated expenditures, and to meet the Company’s obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, subscription renewal activity, billing frequency, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. The Company intends to secure additional fundings from either public or private financing sources, and these plans for additional financings are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Concentrations of Risks, Significant Customers and Investments	Concentrations of Risks, Significant Customers and Investments The Company’s financial instruments are exposed to concentrations of credit risk and consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. The following three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues during the three months ended September 30: 2022 2021 Customer A 57 % 48 % Customer B 23 % 26 % Customer C 1 12 % 17 % 92 % 91 % 1 The decrease in revenue is attributable to the customer relationship cancellation with certain franchisees within Customer C. The following three restaurant logos accounted for more than 10% of accounts receivable as of September 30, 2022 and June 30, 2022: September 30, June 30, 2022 Customer A 39 % 31 % Customer B 17 % 41 % Customer C* — % — % Customer D 22 % 11 % 78 % 83 % * Customers with a dash accounted for less than 10% of accounts receivable at period end.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). The Company has no components of other comprehensive income (loss). Therefore, net income (loss) equals comprehensive income (loss) for all periods presented.
Segment Information	Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“ CODM The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States.
Leases	Leases The Company leases real estate facilities under a non-cancelable operating lease with remaining lease terms of 6 months to 3 years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted ASU No. 2016-02, Leases Topic 842 Upon adoption the Company recorded a right of use asset (“ROU”) and an operating lease liabilities. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease liability is measured and recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes; lease expense from these leases are recognized on a straight-line basis over the lease term.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company computes earnings per share (“EPS”) following ASC Topic 260, Earnings per share. Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the if-converted method; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842, Leases The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $510 and $516, respectively, as of July 1, 2022. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and comprehensive income (loss) and the accompanying condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Topic 326: Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326) In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity, In March 2020 with an update in January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, Reference Rate Reform (Topic 848), LIBOR

Summary of Business and Signi_2

Summary of Business and Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Trust and PIPE, net of fees and expenses	Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144 ) Total $ 49,840
Schedule of aggregated as a single customer for reporting purposes	2022 2021 Customer A 57 % 48 % Customer B 23 % 26 % Customer C 1 12 % 17 % 92 % 91 % September 30, June 30, 2022 Customer A 39 % 31 % Customer B 17 % 41 % Customer C* — % — % Customer D 22 % 11 % 78 % 83 %

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue Disclosure Text Block [Abstract]
Schedule of deferred revenue	Deferred Deferred revenue, beginning of year – June 30, 2021 $ 25,623 Additions 4,481 Revenue recognized (19,335 ) Deferred revenue, end of period – June 30, 2022 10,769 Additions 681 Revenue recognized (4,111 ) Deferred revenue, end of period – September 30, 2022 $ 7,339

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements [Abstract]
Schedule of financial instruments measured at fair value on a recurring basis	September 30, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities: Unvested founder shares liability $ — $ — $ 413 $ 413 Warrant liabilities — — 1,999 1,999 Total $ — $ — $ 2,412 $ 2,412 June 30, 2022 Level 1 Level 2 Level 3 Total Financial Liabilities: Convertible promissory notes and embedded warrants $ — $ — $ 89,663 $ 89,663 Warrant liabilities — — 4,149 4,149 Total $ — $ — $ 93,812 $ 93,812
Schedule of estimated the fair value of the convertible promissory notes	As of June 30, 2022 Next Next Change in Maturity Default Probability of conversion 10 % 80 % 5 % 5 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — —
Schedule of fair value of the warrant liabilities	As of As of 2022 2022 Risk-free interest rate 4.05 % 3.00 % Expected term (in years) 5.40 5.93 Expected volatility 61.31 % 65.72 % Expected dividend yield — — Exercise price $ 10.32 $ 7.48
Schedule of fair value of Level 3 convertible promissory notes	June 30, 2022 Carrying Amount Fair Value Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663
Schedule of fair value of Level 3 convertible promissory notes and embedded warrants	Convertible Warrant Unvested Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 500 — — Change in fair value 12,117 1,457 — Balance at September 30, 2021 $ 75,198 $ 2,891 $ — Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830 ) — Issuance of warrants — 843 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271 ) (11,551 ) (1,175 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at September 30, 2022 $ — $ 1,999 $ 413

Consolidated Balance Sheet Co_2

Consolidated Balance Sheet Components (Tables)	9 Months Ended
	Sep. 30, 2022
Consolidated Balance Sheet Components [Abstract]
Schedule of inventories	As of As of 2022 2022 Finished goods $ 484 $ 869 Total inventories $ 484 $ 869
Schedule of property and equipment	As of As of 2022 2022 Tablets $ 5,663 $ 5,663 Computer equipment 544 519 Software 20 562 Total property and equipment 6,227 6,744 Less: accumulated depreciation (4,536 ) (4,769 ) Property and equipment, net $ 1,691 $ 1,975
Schedule of intangible assets	As of As of 2022 2022 Capitalized software $ 4,593 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 6,044 4,586 Less: accumulated amortization (414 ) (360 ) Intangible assets, net $ 5,630 $ 4,226
Schedule of intangible assets have weighted-average amortization periods	Years Capitalized software 4 Developed technology 4 Domain Name 15
Schedule of total future amortization expense for intangible assets	2023 $ 235 2024 350 2025 339 2026 335 2027 10 Thereafter 56 Total $ 1,325
Schedule of accrued liabilities	As of As of 2022 2022 Accrued expenses $ 2,863 $ 2,176 Repair cost reserve (Refer to Note 8) 229 724 COVID-19 deferred compensation and deferred payroll tax 198 204 Accrued sales tax 89 86 Accrued vacation 939 874 Accrued interest 232 402 Operating lease liability - current portion 349 — Accrued other 2,383 1,749 Total accrued liabilities $ 7,282 $ 6,215

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of company’s operating lease	Operating cash flows used for operating lease $ 95 Operating lease liability arising from obtaining ROU asset (1) $ 824 Weighted average remaining lease term 2.0 years Weighted average discount rate 15.0 % (1) Amount includes (i) $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, (ii) $308 related to the Company entering into a new non-cancelable operating lease agreement during the three months ending September 30, 2022.
Schedule of company’s non-cancelable operating leases	Remainder of 2023 $ 336 2024 404 2025 143 Gross lease payments 883 Less: imputed interest (127 ) Present value of net future minimum lease payments $ 756
Schedule of aggregate future minimum lease payments	2023 $ 273 2024 218 2025 127 Total $ 618

Financing Obligations (Tables)

Financing Obligations (Tables)	9 Months Ended
	Sep. 30, 2022
Financing Obligation Disclosure [Abstract]
Schedule of financing obligations net of discounts consist	As of As of 2022 2022 Receivable financing facility $ 5,803 $ 5,911 Equipment financing facility 1,413 2,929 Total financing obligations 7,216 8,840 Less: financing obligations, current (7,216 ) (8,840 ) Total financing obligations, noncurrent $ — $ —

Debt Arrangements (Tables)

Debt Arrangements (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Arrangements [Abstract]
Schedule of outstanding debt and net of debt discounts	As of As of 2022 2022 Convertible promissory notes $ — $ 89,663 Term loans 49,424 25,443 PPP Loan — 2,000 Total debt 49,424 117,106 Less: debt, current — (115,106 ) Total debt, noncurrent $ 49,424 $ 2,000
Schedule of future principal payments on debt	Year Ended June 30, 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of shares of common stock reserved for future issuance	As of Warrants to purchase common stock 18,415,453 Options to purchase common stock and RSUs 12,976,520 Stock options available for future grants 4,617,400 Earnout shares 15,000,000 51,009,373

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2022
Disclosure Of Warrants Abstract
Schedule of warrants on common stock outstanding	As of September 30, 2022 Expiration date Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common March 2026 $ 9.25 86,532 6 Liability Common July 2027 $ 0.37 402,679 6 Equity Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common [B] $ 6.53 294,725 [B] 10 Equity Common March 2032 $ 8.16 374,912 10 Liability Common September 2027 $ 11.50 1,500,000 5 Equity Common September 2027 $ 8.21 8,625,000 5 Equity Common September 2027 $ 11.50 6,125,000 5 Liability Total 18,415,453 As of June 30, 2022 Expiration date Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common March 2026 $ 9.25 86,532 10 Liability Common July 2027 $ 7.80 402,679 10 Liability Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common March 2031 $ 6.53 294,725 [B] 10 Liability Common March 2032 $ 8.16 205,602 10 Liability Total 4,713,303

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Stock-Based Compensation [Abstract]
Schedule of the equity incentive plan RSU activity	Number of Weighted- Weighted- Aggregate Balance – June 30, 2022 13,845,291 $ 0.59 6.66 — Retrospective application of recapitalization (2,631,676 ) 0.14 — — Adjusted Balance – beginning of period 11,213,615 0.73 6.66 Exercised (43,712 ) $ 0.76 — — Forfeited and expired (117,601 ) $ 1.15 — — Balance – September 30, 2022 11,052,302 $ 0.73 6.43 — Vested and expected to vest at September 30, 2022 11,052,302 $ 0.73 6.43 $ 14,554 Exercisable at September 30, 2022 8,840,903 $ 0.42 5.84 $ 13,793
Schedule of the equity incentive plan RSU activity	Number of Awards Weighted- Unvested Balance – June 30, 2022 432,666 $ 6.46 Retrospective application of recapitalization (82,240 ) $ 1.52 Adjusted, unvested balance – beginning of period 350,426 $ 7.98 Granted 2,036,657 $ 6.75 Vested (399,960 ) $ 4.56 Forfeited (62,905 ) $ 6.46 Unvested Balance - September 30, 2022 1,924,218 $ 6.93
Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software	Three months Three months Research and development $ 151 $ 105 Sales and marketing 98 99 General and administrative 1,926 275 $ 2,175 $ 479

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of net loss per share attributable to common stockholders	Three months ended 2022 2021 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ 34,789 $ (19,509 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 29,521,505 27,137,792 Add: Weighted average dilutive effect of stock options, RSUs and warrants 10,845,397 — Weighted average shares outstanding - diluted 40,366,902 27,137,792 Net income (loss) per share attributable to common stockholders, basic $ 1.18 $ (0.72 ) Net income (loss) per share attributable to common stockholders, diluted $ 0.86 $ (0.72 )
Schedule of net loss per share attributable to common stockholders	Three months ended 2022 2021 Stock options and RSUs 221,140 11,570,149 Convertible notes — 3,435,080 Common stock warrants 2,887,771 4,747,754 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 3,108,911 19,752,983

Summary of Business and Signi_3

Summary of Business and Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Dec. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Jul. 31, 2022	Jul. 01, 2022	Aug. 31, 2021	Mar. 31, 2021	Apr. 30, 2020
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Trust accounting	$ 151,500
Unredeemed funds	$ 9,498
Aggregate of shares (in Shares)					7,133,687
Aggregate of purchase price					$ 55,400
Net of fees and expenses					$ 49,840
Utilizing proceeds from trust, description					Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger and as of September 30, 2022 $220 of transaction costs incurred by Legacy Presto remain unpaid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431.
Converted per share (in Dollars per share)		$ 0.8099			$ 0.8099
Shares issued (in Shares)		600,000			600,000
Grant date fair value of per share (in Dollars per share)					$ 0.73
Garnt fair value of shares issued (in Shares)					15,000,000
Stock-based compensation expense					$ 178
General and administrative					132
Research and development expenses					32
Sales and marketing expenses					14
Stock-based compensation					$ 13,917
Weighted average period					2 years 2 months 23 days
Compensation expense					$ 1,024
weighted average period					4 years 8 months 15 days
Founders shares, description					At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions:  (i)the first 25% of such Unvested Founder Shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,    (ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date.,     (iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and     (iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date.
Other long-term liabilities		$ 1,588			$ 1,588
Liability amount		$ 1,175			$ 1,175
Capital stock, shares (in Shares)		181,500,000			181,500,000
Designated as common stock, shares (in Shares)					180,000,000
Common stock par value (in Dollars per share)		$ 0.0001		$ 0.0001	$ 0.0001
Designated preferred stock, shares (in Shares)					1,500,000
Preferred stock par value (in Dollars per share)		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares issued (in Shares)		50,639,837		27,574,417	50,639,837
Common stock, shares outstanding (in Shares)		50,639,837		27,574,417	50,639,837
Warrants to purchase shares (in Shares)		18,415,453			18,415,453
Common stock price per shares (in Dollars per share)					$ 0.8099
Total net liabilities		$ 9,768			$ 9,768
Private warrants		9,389			$ 9,389
PIPE proceeds amount (in Shares)					55,400
Total annual gross revenue		1,070,000			$ 1,070,000
Non-convertible debt		1,000,000			1,000,000
Loan amount						$ 2,000		$ 2,599	$ 2,000	$ 2,599
Loss on infrequent customer repairs			$ 435
Cash and cash equivalents		59,249		$ 3,017	59,249
Operating losses		14,159	$ 7,177
Accumulated deficit		$ 165,994		$ 200,783	165,994
Net cash					49,840
Net cash proceeds					$ 13,730
Reportable segment					1
Lease terms		12 months			12 months
Operating lease ROU asset							$ 510
Operating lease liability							$ 516
Common Stock [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Grant date fair value of per share (in Dollars per share)					$ 3.17
Garnt fair value of shares issued (in Shares)					4,771,116
Minimum [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Lease terms		6 months			6 months
Maximum [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Lease terms		3 years			3 years
Revenues [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Ownership percentage		10%
Accounts Receivable [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Ownership percentage				10%	10%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Ownership percentage					10%
Common Stock [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)					15,000,000
Third Anniversary [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)		7,500,000			7,500,000
Common stock price per share (in Dollars per share)		$ 12.5			$ 12.5
Fifth Anniversary [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)		7,500,000			7,500,000
Common stock price per share (in Dollars per share)		$ 15			$ 15

Summary of Business and Signi_4

Summary of Business and Significant Accounting Policies (Details) - Schedule of Trust and PIPE, net of fees and expenses $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Trust And Pipe Net Of Fees And Expenses Abstract
Cash—Ventoux Trust and working capital cash	$ 9,584
Cash—PIPE investment	55,400
Less: transaction costs and other payments	(15,144)	[1]
Total	$ 49,840
[1]Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger and as of September 30, 2022 $220 of transaction costs incurred by Legacy Presto remain unpaid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431.

Summary of Business and Signi_5

Summary of Business and Significant Accounting Policies (Details) - Schedule of aggregated as a single customer for reporting purposes	3 Months Ended				6 Months Ended		9 Months Ended
	Sep. 30, 2022		Sep. 30, 2021		Jun. 30, 2022		Sep. 30, 2022
Concentration Risk [Line Items]
Total revenues percentage	92%		91%		83%		78%
Customer A [Member]
Concentration Risk [Line Items]
Total revenues percentage	57%		48%		31%		39%
Customer B [Member]
Concentration Risk [Line Items]
Total revenues percentage	23%		26%		41%		17%
Customer C [Member]
Concentration Risk [Line Items]
Total revenues percentage	12%	[1]	17%	[1]		[2]		[2]
Customer D [Member]
Concentration Risk [Line Items]
Total revenues percentage					11%		22%
[1]The decrease in revenue is attributable to the customer relationship cancellation with certain franchisees within Customer C.[2]Customers with a dash accounted for less than 10% of accounts receivable at period end.

Revenue (Details)

Revenue (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended
	Oct. 31, 2021	Sep. 29, 2021	Jul. 29, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Oct. 29, 2021
Revenue (Details) [Line Items]
Accounts receivable				$ 731		$ 731		$ 516
Performance obligations for customer contracts						8,109
Revenue recognized						$ 7,410
Marketing development payment		$ 5,000	$ 5,000
Interest accrued percent						12%
Interest expense				0	$ 170
Accrued interest		2,000
Cover expenses		2,000
Resulting from covid-19		3,333
Related accrued interest		805
Longer request a refund		2,000
Contra-loss							$ 2,879
Reduction to accounts payable							2,434
Reduction to deferred revenue							274
Prepaid interest							$ 171
Interest expense recognized	$ 171
Prepaid interest balance	$ 3,200
Contract modification				252	$ 32
Marketing development fund				$ 5,000
Warrant purchase issued (in Shares)									404,961
United states represented				10%	10%
Leasing arrangements				$ 400	$ 634
Maximum [Member]
Revenue (Details) [Line Items]
Reduce the payment		5,000
Revenue share agreement percentage				96%	98%
Minimum [Member]
Revenue (Details) [Line Items]
Reduce the payment		$ 3,200
Revenue share agreement percentage				83%	77%

Revenue (Details) - Schedule of

Revenue (Details) - Schedule of deferred revenue - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Schedule of Deferred Revenue [Abstract]
Deferred revenue, beginning	$ 10,769	$ 25,623
Additions	681	4,481
Revenue recognized	(4,111)	(19,335)
Deferred revenue, ending	$ 7,339	$ 10,769

Fair Value Measurements (Detail

Fair Value Measurements (Details)	9 Months Ended
	Sep. 30, 2022
Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Volatility of our common stock percentage	76.20%
Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Volatility of our common stock percentage	76%

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial instruments measured at fair value on a recurring basis - Financial Liabilities [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Financial Liabilities:
Unvested founder shares liability	$ 413
Convertible promissory notes and embedded warrants		$ 89,663
Warrant liabilities	1,999	4,149
Total	2,412	93,812
Level 1 [Member]
Financial Liabilities:
Unvested founder shares liability
Convertible promissory notes and embedded warrants
Warrant liabilities
Total
Level 2 [Member]
Financial Liabilities:
Unvested founder shares liability
Convertible promissory notes and embedded warrants
Warrant liabilities
Total
Level 3 [Member]
Financial Liabilities:
Unvested founder shares liability	413
Convertible promissory notes and embedded warrants		89,663
Warrant liabilities	1,999	4,149
Total	$ 2,412	$ 93,812

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Probability of conversion
Expected term (in years)
Discount rate
Next Financing - Private [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Probability of conversion	10%
Expected term (in years)	3 months 18 days
Discount rate	16.50%
Next Financing - Public [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Probability of conversion	80%
Expected term (in years)	2 months 12 days
Discount rate	16.50%
Change in Control [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Probability of conversion	5%
Expected term (in years)	2 months 12 days
Discount rate	16.50%
Maturity Date [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Probability of conversion	5%
Expected term (in years)	3 months 18 days
Discount rate

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the warrant liabilities - $ / shares	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Schedule Of Fair Value Of The Warrant Liabilities Abstract
Risk-free interest rate	3%	4.05%
Expected term (in years)	5 years 11 months 4 days	5 years 4 months 24 days
Expected volatility	65.72%	61.31%
Expected dividend yield
Exercise price (in Dollars per share)	$ 7.48	$ 10.32

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Fair Value Of Level3 Convertible Promissory Notes Abstract
Carrying Amount Convertible promissory notes and embedded warrants	$ 51,816		$ 3,435,080
Amount Charged to Earnings Convertible promissory notes and embedded warrants	37,847
Fair Value Convertible promissory notes and embedded warrants	89,663
Carrying Amount Total	51,816
Amount Charged to Earnings Total	37,847
Fair Value Total	$ 89,663

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes and embedded warrants - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Convertible Promissory Notes and Embedded Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes and embedded warrants [Line Items]
Balance	$ 89,663	$ 62,581
Reclassification of liability classified warrants to equity
Issuance of warrants
Recognition of warrants and unvested founder shares liabilities assumed upon Merger
Issuance of convertible promissory notes		500
Change in fair value	(48,271)	12,117
Conversion of warrant liabilities and convertible promissory notes	(41,392)
Balance		75,198
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes and embedded warrants [Line Items]
Balance	4,149	1,434
Reclassification of liability classified warrants to equity	(830)
Issuance of warrants	843
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	9,388
Issuance of convertible promissory notes
Change in fair value	(11,551)	1,457
Conversion of warrant liabilities and convertible promissory notes
Balance	1,999	2,891
Earnout Liability [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes and embedded warrants [Line Items]
Balance
Reclassification of liability classified warrants to equity
Issuance of warrants
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	1,588
Issuance of convertible promissory notes
Change in fair value	(1,175)
Conversion of warrant liabilities and convertible promissory notes
Balance	$ 413

Consolidated Balance Sheet Co_3

Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022
Consolidated Balance Sheet Components [Abstract]
Depreciation expense	$ 318	$ 505
Amortization expense	115	$ 30
Capitalized software costs	$ 4,305		$ 2,786

Consolidated Balance Sheet Co_4

Consolidated Balance Sheet Components (Details) - Schedule of inventories - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Schedule Of Inventories Abstract
Finished goods	$ 484	$ 869
Total inventories	$ 484	$ 869

Consolidated Balance Sheet Co_5

Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 6,227	$ 6,744
Less: accumulated depreciation	(4,536)	(4,769)
Property and equipment, net	1,691	1,975
Tablets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	5,663	5,663
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	544	519
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 20	$ 562

Consolidated Balance Sheet Co_6

Consolidated Balance Sheet Components (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 6,044	$ 4,586
Less: accumulated amortization	(414)	(360)
Intangible assets, net	5,630	4,226
Capitalized Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	4,593	3,135
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,300	1,300
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 151	$ 151

Consolidated Balance Sheet Co_7

Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods	9 Months Ended
	Sep. 30, 2022
Capitalized Software [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	4 years
Developed Technology [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	4 years
Domain Name [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	15 years

Consolidated Balance Sheet Co_8

Consolidated Balance Sheet Components (Details) - Schedule of total future amortization expense for intangible assets $ in Thousands	Sep. 30, 2022 USD ($)
Schedule Of Total Future Amortization Expense For Intangible Assets Abstract
2023	$ 235
2024	350
2025	339
2026	335
2027	10
Thereafter	56
Total	$ 1,325

Consolidated Balance Sheet Co_9

Consolidated Balance Sheet Components (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Schedule Of Accrued Liabilities Abstract
Accrued expenses	$ 2,863	$ 2,176
Repair cost reserve (Refer to Note 8)	229	724
COVID-19 deferred compensation and deferred payroll tax	198	204
Accrued sales tax	89	86
Accrued vacation	939	874
Accrued interest	232	402
Operating lease liability - current portion	349
Accrued other	2,383	1,749
Total accrued liabilities	$ 7,282	$ 6,215

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Jun. 30, 2022
Leases [Abstract]
Right of use asset	$ 748		$ 748
Operating lease liabilities	349		349
Other long-term liabilities	407		407
Operating lease costs	95
Variable operating lease costs	15
Operating leases			516
Non-cancelable operating lease	308
Minimum lease payments	349		349
Other long-term liabilities lease	$ 407		$ 407
Rent expense		$ 108

Leases (Details) - Schedule of

Leases (Details) - Schedule of company’s operating lease $ in Thousands	3 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Company SOperating Lease Abstract
Operating cash flows used for operating lease	$ 95
Operating lease liability arising from obtaining ROU asset (1)	$ 824	[1]
Weighted average remaining lease term	2 years
Weighted average discount rate	15%
[1](1)Amount includes (i) $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, (ii) $308 related to the Company entering into a new non-cancelable operating lease agreement during the three months ending September 30, 2022.

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of company’s non-cancelable operating leases $ in Thousands	Sep. 30, 2022 USD ($)
Schedule Of Company SNon Cancelable Operating Leases Abstract
Remainder of 2023	$ 336
2024	404
2025	143
Gross lease payments	883
Less: imputed interest	(127)
Present value of net future minimum lease payments	$ 756

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of aggregate future minimum lease payments $ in Thousands	Jun. 30, 2022 USD ($)
Schedule Of Aggregate Future Minimum Lease Payments Abstract
2023	$ 273
2024	218
2025	127
Total	$ 618

Financing Obligations (Details)

Financing Obligations (Details)	1 Months Ended		9 Months Ended
	Sep. 30, 2022	Apr. 27, 2021	Sep. 30, 2022
Financing Obligations (Details) [Line Items]
Receivable financing facility term		5 years
Equipment financing facility term			4 years
Minimum [Member]
Financing Obligations (Details) [Line Items]
Equipment financing facility term	3 years
Maximum [Member]
Financing Obligations (Details) [Line Items]
Equipment financing facility term	5 years
Third Party Financiers [Member] | Minimum [Member]
Financing Obligations (Details) [Line Items]
Interest rates ranging percentage	8%		8%
Third Party Financiers [Member] | Maximum [Member]
Financing Obligations (Details) [Line Items]
Interest rates ranging percentage	14%		14%

Financing Obligations (Detail_2

Financing Obligations (Details) - Schedule of financing obligations net of discounts consist - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Schedule of Financing Obligations Net of Discounts Consist [Abstract]
Receivable financing facility	$ 5,803	$ 5,911
Equipment financing facility	1,413	2,929
Total financing obligations	7,216	8,840
Less: financing obligations, current	(7,216)	(8,840)
Total financing obligations, noncurrent

Debt Arrangements (Details)

Debt Arrangements (Details) - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 04, 2022	Sep. 21, 2022	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 11, 2022	Mar. 04, 2021	Apr. 30, 2020
Debt Arrangements (Details) [Line Items]
Convertible promissory notes							$ 89,663,000
Warrant conversion shares of common stock (in Shares)				8,147,938
Fair value				$ 41,392,000
Remeasurement of Fair value				$ 48,271,000
Additional paid in capital						$ 41,392,000
Convertible promissory notes					$ 500,000
Loss on remeasurement					$12,117
Loan amount			$ 2,000,000						$ 15,000,000
Interest rate		100%		50%		50%			6.50%
Cash disbursement		$ 17,012,000
Repayment of cash		15,000,000
Interest expense		649,000
Loss on extinguishment	$ 6,022	$ 1,737,000		$ (7,758,000)
Interest bears								$ 12,600,000
bears interest								12%
Maturity date								Apr. 01, 2023
Purchase of common stock (in Shares)						205,602
Additional loan amount	$ 5,250,000
Warrants to purchase common stock (in Shares)	169,310
Interest expense				$ 0	170,000
Credit agreement interest rate		15%
Credit agreement description						The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant and maximum net leverage ratio of 1.20 to 1.00.
Outstanding payment obligation						5%
Warrants to purchase common stock (in Shares)						1,500,000
Additional paid in capital						$ 2,076,000
Sponsor shares (in Shares)				600,000		600,000
Debt issuance costs				$ 2,779,000		$ 2,779,000
Professional services						1,006,000
Interest expense amount				229,000
Amortization of debt discounts				56,000
Term loans non current				49,424,000		49,424,000
Principal balance				55,000,000		55,000,000
Interest accrual						229,000
Un amortized debt issuance expense				5,805,000		$ 5,805,000
Loan amount										$ 2,599,000
Loans received			$ 4,599,000
Mortgage interest percentage						60%
Minimum [Member]
Debt Arrangements (Details) [Line Items]
bears interest								1%
Maximum [Member]
Debt Arrangements (Details) [Line Items]
bears interest								2%
Credit Agreement [Member]
Debt Arrangements (Details) [Line Items]
Cash disbursement		$ 22,351,000
Repayment of cash		17,850,000
Loss on extinguishment		55,000,000
Interest expense		130,000
Cash paid to prepayment		$ 4,371,000
First PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income					$ 2,599,000
Second PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income				$ 2,000,000

Debt Arrangements (Details) - S

Debt Arrangements (Details) - Schedule of outstanding debt and net of debt discounts - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Schedule Of Outstanding Debt And Net Of Debt Discounts Abstract
Convertible promissory notes	$ 89,663
Term loans	25,443	49,424
PPP Loan	2,000
Total debt	117,106	49,424
Less: debt, current	(115,106)
Total debt, noncurrent	$ 2,000	$ 49,424

Debt Arrangements (Details) -_2

Debt Arrangements (Details) - Schedule of future principal payments on debt $ in Thousands	Sep. 30, 2022 USD ($)
Schedule Of Future Principal Payments On Debt Abstract
2023 (remaining)
2024
2025	55,000
Total future payments on debt obligations	$ 55,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Refurbish customer tablets		$ 658	$ 617
Accrued liabilities	$ 724	$ 229
Damages related to the company’s loss	$ 11,304

Loss on Infrequent Product Re_2

Loss on Infrequent Product Repairs (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Loss on Infrequent Product Repairs [Abstract]
Repair and replacement expenses	$ 435

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) (Details) - USD ($)	1 Months Ended		3 Months Ended
	Sep. 21, 2022	Sep. 15, 2022	Sep. 30, 2022	Jun. 30, 2022
Stockholders' Equity (Deficit) (Details) [Line Items]
Shares of common stock			180,000,000	180,000,000
Shares of preferred stock			1,500,000	1,500,000
Equity investment (in Dollars)		$ 1,000,000
Investor in exchange		133,333	133,333
Termination in exchange	400,000
Financing costs (in Dollars)	$ 1,646,000
Agreed to pay expenses (in Dollars)	531
Warrants of purchase			2,887,771
Financing Interest Expense (in Dollars)	$ 766,000
Common Stock [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Converted shares	322,868
Warrants of purchase	500,000

Stockholders' Equity (Deficit_3

Stockholders' Equity (Deficit) (Details) - Schedule of shares of common stock reserved for future issuance	3 Months Ended
	Sep. 30, 2022 shares
Schedule of Shares of Common Stock Reserved For Future Issuance [Abstract]
Warrants to purchase common stock	18,415,453
Options to purchase common stock and RSUs	12,976,520
Stock options available for future grants	4,617,400
Earnout shares	15,000,000
Total common stock reserved for future issuance	51,009,373

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Aug. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Warrants (Details) [Line Items]
Issuance of warrants	169,309
Warrants net exercised		265,249	321,943
Common stock, shares issued		136,681
Credit agreement		1,500,000
Warrants Equity Amount (in Dollars)		$ 830
Aggregate warrant intrinsic value (in Dollars)		$ 1,925
Warrant exercise price (in Dollars per share)		$ 6.53
Expire term		10 years
Warrants issued		404,961
Minimum [Member]
Warrants (Details) [Line Items]
Expire term		5 years
Maximum [Member]
Warrants (Details) [Line Items]
Expire term		1 year
Warrant [Member]
Warrants (Details) [Line Items]
Warrants net exercised		141,970
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants net exercised		8,625,000
Private Warrants [Members]
Warrants (Details) [Line Items]
Warrants net exercised		6,125,000
IPO [Member]
Warrants (Details) [Line Items]
Expire term		10 years
Issuance term		5 years
Horizon Loans [Member]
Warrants (Details) [Line Items]
Warrants net exercised		294,725

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of warrants on common stock outstanding - $ / shares		6 Months Ended		9 Months Ended
		Jun. 30, 2022		Sep. 30, 2022
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Exercise Price		$ 4,713,303
Number of Shares				18,415,453
Common [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$7.80			[1]
Exercise Price		$ 12,811		$ 7.8
Number of Shares		7		12,811
Term (years)				Equity
Classification	[1]	[C]
Common 1 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$7.80			[1]
Exercise Price		$ 41,636		$ 7.8
Number of Shares		7		41,636
Term (years)				Equity
Classification	[1]	[C]
Common 2 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$7.80			[1]
Exercise Price		$ 16,654		$ 7.8
Number of Shares		7		16,654
Term (years)				Equity
Classification	[1]	[C]
Common 3 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$9.25		March 2026
Exercise Price		$ 84,461		$ 9.25
Number of Shares		10		84,461
Term (years)				Liability
Classification		March 2026
Common 4 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$0.37		June 2028
Exercise Price		$ 141,970		$ 0.01
Number of Shares		10		404,961	[2]
Term (years)				Equity
Classification		October 2027
Common 5 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$0.01			[3]
Exercise Price		$ 2,575,190		$ 0.37
Number of Shares			[4]	178,395
Term (years)				Equity
Classification	[4]	[D]
Common 6 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$0.01		March 2026
Exercise Price		$ 404,961	[2]	$ 0.37
Number of Shares		6.7		57,952
Term (years)				Liability
Classification		June 2028
Common 7 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$0.37		March 2026
Exercise Price		$ 178,395		$ 9.25
Number of Shares		10		86,532
Term (years)				Liability
Classification		March 2026
Common 8 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$0.37		July 2027
Exercise Price		$ 57,952		$ 0.37
Number of Shares		10		402,679
Term (years)				Equity
Classification		March 2026
Common 9 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$9.25			[5]
Exercise Price		$ 86,532		$ 8.16
Number of Shares		10		182,158
Term (years)
Classification		March 2026
Common 10 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$7.80		January 2031
Exercise Price		$ 402,679		$ 8.16
Number of Shares		10		27,577
Term (years)				Liability
Classification		July 2027
Common 11 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$8.16			[6]
Exercise Price		$ 182,158		$ 6.53
Number of Shares			[5]	294,725	[6]
Term (years)				Equity
Classification	[5]	[A]
Common 12 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$8.16		March 2032
Exercise Price		$ 27,577		$ 8.16
Number of Shares		10		374,912
Term (years)				Liability
Classification		January 2031
Common 13 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$6.53		September 2027
Exercise Price		$ 294,725	[6]	$ 11.5
Number of Shares		10		1,500,000
Term (years)				Equity
Classification		March 2031
Common 14 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		$8.16		September 2027
Exercise Price		$ 205,602		$ 8.21
Number of Shares		10		8,625,000
Term (years)				Equity
Classification		March 2032
Common 15 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date				September 2027
Exercise Price				$ 11.5
Number of Shares				6,125,000
Term (years)				Liability
[1]Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur.[2]Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 265,249 and 321,943 remained contingent as of September and June 30, 2022. Expense related to these warrants will be recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss).[3]Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.[4]Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger.[5]Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.[6]Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant intrinsic value of $1,925 over the exercise price of $6.53 as of September 30, 2022 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities.

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Jun. 11, 2022	Jul. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Common stock reserved for future issuance (in Shares)					4,617,400
Percentage of fair market value					100%
Stock based compensation term					4 years
Share based expense percentage					20%
Grant date fair value (in Shares)		836,657
Grant date fair value (in Dollars per share)					$ 4.56
Common stock shares issued (in Shares)		350,426
Vesting period					5 years
Unrecognized stock-based compensation			$ 9,108,000		$ 9,108,000
Weighted average period of recognition					4 years 8 months 15 days
Share based compensation, description					In September 2022, the Company granted 1,200,000 of RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs shall vest on September 30, 2022, 56.67% of the RSUs shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third anniversary of the vesting commencement date. The Company recorded compensation expense during the three months ended September 30, 2022 related to the RSUs of $1,824. As of September 30, 2022, $3,649 of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 2.96 years.	fiscal year 2021, the Company granted 600,752 performance-based options that contained a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied by rendering continuous service for 4 years after the performance-based vesting condition occurs. The performance-based vesting condition is satisfied in connection with a financing event or a public liquidity event for a first group of 300,376 options and in connection with a public liquidity event for a second group of 300,376 options. A financing event occurred as of June 30, 2021 that satisfied the performance-based vesting condition for the first group of 300,376 options. Effective with the closing of the Merger, the public liquidity event performance condition was achieved for the second group of 300,376 options.
Stock based compensation expense			27
Aggregate intrinsic value of options exercised			$ 56,000		$ 56,000
Stock-based compensation expense (in Shares)			4,617,400		4,617,400
Employee stock purchase plan, Description					The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated 6 month offering periods. At the end of each offering period, employees are able to purchase shares at the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of the offering period and (ii) 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the NASDAQ on such date.
Weighted-average period					3 years 7 months 13 days
Capitalized Software [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense			$ 2,175,000	$ 479,000
RSUs outstanding
Stock-Based Compensation (Details) [Line Items]
Share based expense percentage					25%
Grant date fair value (in Dollars per share)		$ 8.26
Stock-based compensation expense [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation			$ 3,796,000		$ 3,796,000
Grant date fair value (in Dollars per share)			$ 1.38
Stock-based compensation expense (in Shares)			178		178
Other Stock-based Compensation [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock shares issued (in Shares)					475,638
Vesting period	4 years
Unrecognized stock-based compensation			$ 3,799,000		$ 3,799,000
Stock based compensation expense					$ 264,000
Grant date fair value (in Dollars per share)					$ 8.75

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of of the equity incentive plan activity - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022
Schedule Of Of The Equity Incentive Plan Activity Abstract
Number of Options Outstanding,Balance	13,845,291
Weighted- Average Exercise Price,Balance	$ 0.59
Weighted- Average Remaining Contractual Life (years),Balance	6 years 7 months 28 days
Aggregate Intrinsic Value,Balance
Number of Options Outstanding,Retrospective application of recapitalization	(2,631,676)
Weighted- Average Exercise Price,Retrospective application of recapitalization	$ 0.14
Weighted- Average Remaining Contractual Life (years),Retrospective application of recapitalization
Aggregate Intrinsic Value,Retrospective application of recapitalization
Number of Options Outstanding,Adjusted Balance	11,213,615
Weighted- Average Exercise Price,Adjusted Balance	$ 0.73
Weighted- Average Remaining Contractual Life (years),Adjusted Balance	6 years 7 months 28 days
Number of Options Outstanding,Exercised	(43,712)
Weighted- Average Exercise Price,Exercised	$ 0.76
Weighted- Average Remaining Contractual Life (years),Exercised
Aggregate Intrinsic Value,Exercised
Number of Options Outstanding,Forfeited and expired	(117,601)
Weighted- Average Exercise Price,Forfeited and expired	$ 1.15
Weighted- Average Remaining Contractual Life (years),Forfeited and expired
Aggregate Intrinsic Value,Forfeited and expired
Number of Options Outstanding,Balance	11,052,302
Weighted- Average Exercise Price,Balance	$ 0.73
Weighted- Average Remaining Contractual Life (years),Balance	6 years 5 months 4 days
Aggregate Intrinsic Value,Balance
Number of Options Outstanding,Vested and expected to vest	11,052,302
Weighted- Average Exercise Price,Vested and expected to vest	$ 0.73
Weighted- Average Remaining Contractual Life (years),Vested and expected to vest	6 years 5 months 4 days
Aggregate Intrinsic Value,Vested and expected to vest	$ 14,554
Number of Options Outstanding,Exercisable	8,840,903
Weighted- Average Exercise Price,Exercisable	$ 0.42
Weighted- Average Remaining Contractual Life (years),Exercisable	5 years 10 months 2 days
Aggregate Intrinsic Value,Exercisable	$ 13,793

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of the equity incentive plan RSU activity	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Schedule Of The Equity Incentive Plan Rsu Activity Abstract
Number of Awards Outstanding,Unvested Balance | shares	432,666
Weighted- Average Grant Date Fair Value,Unvested Balance | $ / shares	$ 6.46
Number of Awards Outstanding,Retrospective application of recapitalization | shares	(82,240)
Weighted- Average Grant Date Fair Value,Retrospective application of recapitalization | $ / shares	$ 1.52
Number of Awards Outstanding,Adjusted, unvested balance | shares	350,426
Weighted- Average Grant Date Fair Value,Adjusted, unvested balance | $ / shares	$ 7.98
Number of Awards Outstanding,Granted | shares	2,036,657
Weighted- Average Grant Date Fair Value,Granted | $ / shares	$ 6.75
Number of Awards Outstanding,Vested | shares	(399,960)
VWeighted- Average Grant Date Fair Value,ested | $ / shares	$ 4.56
Number of Awards Outstanding,Forfeited | shares	(62,905)
Weighted- Average Grant Date Fair Value,Forfeited | $ / shares	$ 6.46
Number of Awards Outstanding,Unvested Balance | shares	1,924,218
Weighted- Average Grant Date Fair Value,Unvested Balance | $ / shares	$ 6.93

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Stock Based Compensation Expense Excluding Stock Based Compensation In Capitalized Software Abstract
Research and development	$ 151	$ 105
Sales and marketing	98	99
General and administrative	1,926	275
Total	$ 2,175	$ 479

Net Income (Loss) Per Share (De

Net Income (Loss) Per Share (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Warrants to purchase	2,887,771
Options to purchase		906,553	300,375
Diluted EPS		1,630,435

Net Income (Loss) Per Share (_2

Net Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss) attributable to common stockholders, basic and diluted (in Dollars)	$ 34,789	$ (19,509)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic	29,521,505	27,137,792
Add: Weighted average dilutive effect of stock options, RSUs and warrants	10,845,397
Weighted average shares outstanding - diluted	40,366,902	27,137,792
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ 1.18	$ (0.72)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ 0.86	$ (0.72)

Net Income (Loss) Per Share (_3

Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022
Schedule Of Net Loss Per Share Attributable To Common Stockholders Abstract
Stock options and RSUs	$ 221,140	$ 11,570,149
Convertible notes		3,435,080	$ 51,816
Common stock warrants	2,887,771	4,747,754
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	$ 3,108,911	$ 19,752,983

Cyborg Ops (Details)

Cyborg Ops (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Cyborg Ops [Abstract]
Operations and comprehensive income (loss)	$ 1,946
Research and development	1,878
Sales and marketing	$ 68

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Sep. 15, 2022	Sep. 30, 2022	Jun. 30, 2022
Related Party Transactions [Abstract]
Convertible promissory notes			$ 9,566
Equity investment		$ 1,000
Investor in exchange (in Shares)	133,333	133,333
Restricted stock expense		$ 1,200,000
Fair value of RSU		$ 4.56