Presto Automation (PRST) S-1 1 May 23 IPO registration Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	PRESTO AUTOMATION INC.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001822145
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	94070

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 38,211	$ 3,017
Accounts receivable, net of allowance for doubtful accounts of $137 and $353 as of December 31, 2022 and June 30, 2022, respectively	2,572	1,518
Inventories	649	869
Deferred costs, current	4,780	8,443
Prepaid expenses and other current assets	2,265	707
Total current assets	48,477	14,554
Deferred costs, net of current portion	436	2,842
Investment in non-affiliate	2,000
Deferred transaction costs		5,765
Property and equipment, net	1,489	1,975
Intangible assets, net	6,942	4,226
Goodwill	1,156	1,156
Other long-term assets	674	18
Total assets	61,174	30,536
Current liabilities:
Accounts payable	2,982	5,916
Accrued liabilities	4,356	6,215
Financing obligations, current	6,786	8,840
Term loans, current		25,443
Convertible promissory notes and embedded warrants, current		89,663
Deferred revenue, current	3,533	10,532
Total current liabilities	17,657	146,609
Term loans, noncurrent	52,022
PPP loans		2,000
Warrant liabilities	2,362	4,149
Deferred revenue, net of current portion	609	237
Other long-term liabilities	748
Total liabilities	73,398	152,995
Commitments and Contingencies (Refer to Note 8)
Stockholders’ deficit:
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of December 31, 2022 and June 30, 2022, respectively; no shares issued and outstanding as of December 31, 2022 and June 30, 2022 respectively
Common stock, $0.0001 par value-180,000,000 shares authorized as of December 31, 2022 and June 30, 2022, and 51,231,608 and 27,974,439 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively	5	3
Additional paid-in capital	170,794	78,321
Accumulated deficit	(183,023)	(200,783)
Total stockholders’ deficit	(12,224)	(122,459)
Total liabilities and stockholders’ deficit	$ 61,174	$ 30,536

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance (in Dollars)	$ 137	$ 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	51,231,608	27,974,439
Common stock, shares outstanding	51,231,608	27,974,439

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 7,352	$ 7,696	$ 14,709	$ 14,925
Cost of revenue
Total cost of revenue	7,343	6,484	14,267	13,306
Gross profit	9	1,212	442	1,619
Operating expenses:
Research and development	5,112	3,805	11,381	7,806
Sales and marketing	2,227	1,651	4,626	2,825
General and administrative	6,276	2,158	12,200	4,132
Loss on infrequent product repairs		28		463
Total operating expenses	13,615	7,642	28,207	15,226
Loss from operations	(13,606)	(6,430)	(27,765)	(13,607)
Change in fair value of warrants and convertible promissory notes	(378)	(16,196)	59,444	(29,770)
Interest expense	(3,030)	(868)	(6,406)	(2,256)
Loss on extinguishment of debt and financing obligations	(337)		(8,095)
Other financing and financial instrument (costs) income, net			(1,768)
Other income, net	327	11	2,355	2,641
Total other income (expense), net	(3,418)	(17,053)	45,530	(29,385)
Income (loss) before provision for income taxes	(17,024)	(23,483)	17,765	(42,992)
Provision for income taxes	5	24	5	24
Net income (loss) and comprehensive income (loss)	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.44	$ (1.58)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.35	$ (1.58)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in Shares)	50,998,941	27,211,309	40,475,200	27,157,425
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in Shares)	50,998,941	27,211,309	50,775,172	27,157,425
Platform
Revenue
Total revenue	$ 4,131	$ 5,134	$ 8,529	$ 9,671
Cost of revenue
Total cost of revenue	4,219	3,793	8,208	7,815
Transaction
Revenue
Total revenue	3,221	2,562	6,180	5,254
Cost of revenue
Total cost of revenue	2,833	2,230	5,477	4,564
Depreciation and impairment
Cost of revenue
Total cost of revenue	$ 291	$ 461	$ 582	$ 927

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			58		58
Issuance of common stock upon exercise of stock options (in Shares)		147,864
Stock-based compensation (Note 11)			954		954
Net income				(43,016)	(43,016)
Balance at Dec. 31, 2021		$ 3	75,459	(187,485)	(112,023)
Balance (in Shares) at Dec. 31, 2021		27,260,624
Balance at Sep. 30, 2021	$ 28	$ 5	74,922	(163,978)	(89,023)
Balance (in Shares) at Sep. 30, 2021	28,343,420	5,211,270
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	74,952	(163,978)	(89,023)
Adjusted balance, beginning of period (in Shares)		27,191,676
Issuance of common stock upon exercise of stock options			38		38
Issuance of common stock upon exercise of stock options (in Shares)		68,948
Stock-based compensation (Note 11)			469		469
Net income				(23,507)	(23,507)
Balance at Dec. 31, 2021		$ 3	75,459	(187,485)	(112,023)
Balance (in Shares) at Dec. 31, 2021		27,260,624
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)	21,778,182
Adjusted balance, beginning of period		$ 3	78,321	(200,783)	(122,459)
Adjusted balance, beginning of period (in Shares)		27,974,439
Issuance of common stock upon exercise of stock options			60		60
Issuance of common stock upon exercise of stock options (in Shares)		146,823
Fair value of issued warrants on common stock			853		853
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 9)			1,000		1,000
Issuance of common stock (Note 9) (in Shares)		133,333
Issuance of common stock upon vesting of restricted stock units (Note 11)
Issuance of common stock upon vesting of restricted stock units (Note 11) (in Shares)		488,598
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 9)			2,412		2,412
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 9) (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
Warrants issued with Credit Agreement (Note 7)			2,076		2,076
Reclassification of liability classified warrants to equity (Note 10)			830		830
Contribution by shareholder in conjunction with Credit Agreement (Note 7)			2,779		2,779
Earnout shares stock-based compensation (Note 1)			1,874		1,874
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 (Note 11)			3,461		3,461
Net income				17,760	17,760
Balance at Dec. 31, 2022		$ 5	170,794	(183,023)	(12,224)
Balance (in Shares) at Dec. 31, 2022		51,231,608
Balance at Sep. 30, 2022		$ 5	167,156	(165,994)	1,167
Balance (in Shares) at Sep. 30, 2022		51,039,859
Issuance of common stock upon exercise of stock options			24		24
Issuance of common stock upon exercise of stock options (in Shares)		103,111
Fair value of issued warrants on common stock			853		853
Issuance of common stock upon vesting of restricted stock units (Note 11)
Issuance of common stock upon vesting of restricted stock units (Note 11) (in Shares)		88,638
Earnout shares stock-based compensation (Note 1)			1,696		1,696
Stock-based compensation (Note 11)			1,065		1,065
Net income				(17,029)	(17,029)
Balance at Dec. 31, 2022		$ 5	$ 170,794	$ (183,023)	$ (12,224)
Balance (in Shares) at Dec. 31, 2022		51,231,608

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net income (loss)	$ 17,760	$ (43,016)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and impairment	845	1,053
Stock-based compensation	3,002	954
Earnout share stock-based compensation	1,874
Contra-revenue associated with warrant agreement (Refer to Note 2)	615
Noncash expense attributable to fair value liabilities assumed in Merger	34
Change in fair value of liability classified warrants	(11,188)	2,768
Change in fair value of warrants and convertible promissory notes	(48,271)	26,909
Amortization of debt discount and debt issuance costs	1,884	175
Loss on extinguishment of debt and financing obligations	8,095
Paid-in-kind interest expense	2,366
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	(1,160)
Noncash lease expense	168
Loss on disposal off property and equipment	14
Changes in operating assets and liabilities:
Accounts receivable, net	(1,054)	(459)
Inventories	219	(321)
Deferred costs	6,308	5,958
Prepaid expenses and other current assets	(1,155)	599
Other long-term assets		(83)
Accounts payable	1,388	(4,777)
Vendor financing facility		(6,792)
Accrued liabilities	(2,090)	(2,656)
Deferred revenue	(6,627)	(7,305)
Other long-term liabilities		(699)
Net cash used in operating activities	(26,561)	(30,291)
Cash Flows from Investing Activities
Purchase of property and equipment	(171)	(109)
Payments relating to capitalized software	(2,459)	(787)
Investment in non-affiliate	(2,000)
Net cash used in investing activities	(4,630)	(896)
Cash Flows from Financing Activities
Proceeds from the exercise of common stock options	60	58
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	(6,144)
Proceeds from issuance of convertible promissory notes and embedded warrants		500
Proceeds from issuance of financing obligations		439
Principal payments of financing obligations	(2,657)	(978)
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	(1,890)	(105)
Net cash provided (used in) by financing activities	66,385	(86)
Net increase (decrease) in cash and cash equivalents	35,194	(31,273)
Cash and cash equivalents at beginning of period	3,017	36,909
Cash and cash equivalents at end of period	38,211	5,636
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capitalization of stock-based compensation expense to capitalized software	459	9
Issuance of warrants (Refer to Note 2)	853
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		3,720
Right of use asset in exchange for operating lease liability	$ 308

Summary of Business and Signifi

Summary of Business and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2022
Summary of Business and Significant Accounting Policies [Abstract]
Summary of Business and Significant Accounting Policies	1. Description of Business Presto Automation Inc. and its 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 Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux” or “VTAQ”) and its subsidiaries, then a special purpose acquisition corporation, acquired Legacy Presto via a series of mergers, whereby Legacy Presto became a limited liability company and a wholly owned subsidiary of Ventoux (the “Merger”). Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co -sponsors 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. On 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 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) Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes were 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 exchanged 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 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 • VWAP • The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity -40 -out -based -based As of December 31, 2022, unrecognized stock -based -average -based -based -vest -average -based shares held by current employees and directors were forfeited. The Earnout shares given to common stockholders not held by current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid -in 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) (ii) (iii) (iv) 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 December 31, 2022, all of the unvested founder shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity -linked -40 -term Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change its name from Ventoux CCM Acquisition Corp. to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP Business Combinations -combination -combination -combination in the unaudited condensed consolidated financial statements represents the accounts of Presto and its wholly owned subsidiaries as if Legacy Presto is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger (0.8099 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 but excludes the $55,400 in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company. 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) for the six months ended December 31, 2022. 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 -year Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“ SEC FASB 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 December 31, 2022, and its results of operations for the three and six months ended December 31, 2022 and 2021 and cash flows for the six months ended December 31, 2022, and 2021. The results for the three and six months ended December 31, 2022 and 2021, 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 99.1 of the Current Report on Form 8 -K on December 16, 2022, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements. Revision of Prior Financial Statements For the three months ended September 30, 2022, platform revenue was overstated by $422 and platform cost of revenue was overstated by $422 as the Company recognized revenue generated from Customer D (refer to Concentration of Risks, Significant Customers and Investments section below) using the AI Platform on a gross basis in its condensed consolidated statement of operations. For the three and six months ended December 31, 2022, the Company determined revenue recognized from Customer D should be recognized on a net basis as the Company is the agent in this relationship between its hardware and software vendor and the customer (refer to Note 2) and accordingly, has reclassified the amounts recorded during the three months ended September 30, 2022 to correct this immaterial error in presentation. Further, certain costs incurred of $119 related to a vendor servicing the Company’s contract with Customer D were inappropriately recognized in research and development expense for the three months ended September 30, 2022. Accordingly, the Company has reclassified the amounts recorded in research and development expense to platform cost of sales to correct this immaterial error in presentation. Use of Estimates The preparation of these condensed 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 -lived Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology -based COVID -19 Impact of COVID-19 The Company was and is subject to risks and uncertainties because of the outbreak of COVID -19 -19 -19 -in-place -in -premise -out Over the course of the pandemic, certain of these restrictions have been 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 -19 -19 The Company has taken several actions to mitigate the effects of the COVID -19 PPP In the three and six months ended December 31, 2021, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID -19 -19 -party The severity of the continued impact of the COVID -19 -restaurant -enacted -engagement -term -19 -in -19 Liquidity and Capital Resources As of December 31, 2022 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $38,211 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 $27,765 and $13,607 for the six months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and June 30, 2022, respectively, the Company had an accumulated deficit of $183,023 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 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 condensed consolidated 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 -grade 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: Three months ended Six months ended 2022 2021 2022 2021 Customer A 60 % 49 % 60 % 52 % Customer B 22 % 24 % 23 % 25 % Customer C (1) 14 % 16 % 14 % 17 % 96 % 89 % 97 % 94 % (1) The following restaurant logos accounted for more than 10% of accounts receivable: As of 2022 As of 2022 Customer A 33 % 31 % Customer B 14 % 41 % Customer C (1) 15 % — % Customer D 25 % 11 % 87 % 83 % (1) The Company is exposed to vendor concentration risk as it supplies tablets from one vendor and currently sources its hardware and software used in the AI Platform from one vendor. The Company’s operating results could be adversely affected should any of the following occur: the vendor used to supply tablets increases their prices or either vendor incurs disruptions in its supply of goods or services. 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 -CODMs 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 Investment in non-affiliate Investments in non -affiliates -significant -affiliates Leases The Company leases real estate facilities under a non -cancelable 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 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 Revenue Recognition During the three and six months ended December 31, 2022 and 2021, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and AI Platform products (“ Platform revenue Transaction revenue Platform Revenue The platform revenue stream is generated from fees charged to customers for access to the Company’s Presto Touch, which is recognized ratably. Part of the total contract value is due upon execution of the contract, and the remainder is due when the customer goes live. The contracts with customers are generally for a term ranging from 12 to 48 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the AI Platform (previously Voice and Vision) was not material for the three and six months ended December 31, 2022 and 2021. Such revenue generated from the AI Platform is inclusive of contra -revenue The Company also maintains arrangements with certain customers whereby the Company leases the Presto Touch to its customer. Revenue associated with the lease is recognized on a straight -line Transaction Revenue Transaction revenue consists of a single performance obligation recognized at a point in time when the content is delivered and used. Transaction revenue is recognized on a gross basis as the Company is the principal in the relationship and the restaurant acts as a sales agent between the Company and the diner to upsell premium content purchases during the dining experience. The Company is the principal as the Company is the primary obligor responsible for fulfillment, the Company controls the gaming license and its accessibility and has influence in establishing the price charged to the diner. The portion of gaming service collections withheld by the restaurant for sales commission are recorded to transaction cost of revenues. The Company determines revenue recognition through the following steps: • MSA • The Company identified the following performance obligations: for the MSAs and license agreements, 1) sales or leases of hardware, software -as-a-service Saas Presto Touch The Presto Touch is considered a single performance obligation because each element of the Presto Touch is interdependent and cannot function independently. The software and hardware for the Presto Touch represent one combined output and the customer cannot benefit from the use of one element without the other. When the Company enters into gaming agreements, the Company’s Presto Touch includes the capability of providing entertainment services, designed (either on its own or through other subcontractors) and provided by the Company via internet, that can be purchased by diners. The games are only accessible over the internet, and upon the diner making the decision to pay for the content, the diner receives the right to access the game on the Presto Touch. Gaming fees are usage based through the diner’s use of the device and stipulated in a separate contract with the diner. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the diner and remitted back to the Company, net of commissions paid to the restaurant as the sales agent. Premium content revenue, or gaming revenue, is therefore one performance obligation. • -revenue • • Net Income (Loss) Per Share The Company computes net income (loss) per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share -share -converted -dilutive Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842 which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet. The Company adopted the standard as of July 1, 2022, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC Topic 840, Leases -term -lease 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) -for-sale to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The FASB subsequently issued ASU 2018 -19 -04 -10 In August 2020, the FASB issued ASU 2020 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity -40 -converted In March 2020 with an update in January 2021, the FASB issued ASU 2020 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848) LIBOR

Revenue

Revenue	6 Months Ended
	Dec. 31, 2022
Revenue Disclosure Text Block [Abstract]
Revenue	2. 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 $704 and $516 as of December 31, 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 The following table summarizes the activity in deferred revenue: Deferred Revenue Balance as of June 30, 2021 $ 25,623 Additions 753 Revenue recognized (8,057 ) Balance as of December 31, 2021 $ 18,319 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 1,348 Revenue recognized (7,975 ) Balance as of December 31, 2022 $ 4,142 As of December 31, 2022, approximately $4,450 of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $3,841 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. As of December 31, 2022 and June 30, 2022, the Company had incurred $0 and $170 of accrued 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 -19 -loss On October 29, 2021, the Company entered into an arrangement with a customer whereby it issued a warrant to purchase 404,961 -revenue -revenue -revenue The Company remits a share of the gross billings from its arrangement with Customer D to its hardware and software vendor. The Company determined it is the agent in the relationship as it does not control the AI Platform hardware, software, and certain services, and is not primarily responsible for fulfilling the promise to Customer D. The revenue share paid to the Company’s hardware and software vendor under the Company’s AI Platform revenue share agreement ranged from 64% – 68% of the gross billings to the customer for the three and six months ended December 31, 2022. Transaction Revenue The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 83% – 90% and 83% – 92% of premium content revenue by customer logo for the three and six months ended December 31, 2022, respectively, while the commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 81% – 90% and 79% – 96% of premium content revenue by customer logo for the three and six months ended December 31, 2021, respectively. Disaggregation of Revenue No single country other than the United States represented 10% or more of the Company’s revenue during three and six months ended December 31, 2022 and 2021. For the three and six months ended December 31, 2022, $435 and $835 of revenue was from leasing arrangements, respectively, while for the three and six months ended December 31, 2021, $619 and $1,252 of revenue was from leasing arrangements, respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	3. The following table provides a summary of all financial instruments measured at fair value: As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 33,341 $ — $ — $ 33,341 Total financial assets $ 33,341 $ — $ — $ 33,341 Financial liabilities: Unvested founder shares liability $ — $ — $ 428 428 Warrant liabilities — — 2,362 2,362 Total financial liabilities $ — $ — $ 2,790 $ 2,790 As of 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 financial liabilities $ — $ — $ 93,812 $ 93,812 Valuation Assumptions Related to Unvested Founder Share Liability The fair value of the unvested founder shares liability was determined by the Company using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock based on the historical volatility of comparable publicly traded companies and the risk -free The Company estimated the fair value of the unvested founder share liability using the following weighted average assumptions: As of As of Expected volatility 73.3 % 76.2 % Expected term (in years) 4.7 5.0 Risk-free interest rate 3.9 % 3.7 % Valuation Assumptions and Other Information Related to Convertible Promissory Notes and Embedded Warrants 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 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 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 Probability of conversion 10.0 % 80.0 % 5.0 % 5.0 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — % — 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: As of June 30, 2022 Carrying Amount Charged to Fair Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663 The Company had no outstanding convertible promissory notes and embedded warrants as of December 31, 2022. Valuation Assumptions Related to Warrants 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 -Scholes-Merton -average As of 2022 As of 2022 Risk-free interest rate 4.03 % 3.00 % Expected term (in years) 5.09 5.93 Expected volatility 61.74 % 65.72 % Expected dividend yield — — Exercise price $ 10.40 $ 7.48 Level 3 Rollforward The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities: Convertible Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 500 — — Change in fair value 26,909 2,768 — Balance at December 31, 2021 $ 89,990 $ 4,202 $ — PRESTO AUTOMATION INC. Convertible 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 ) (11,188 ) (1,160 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at December 31, 2022 $ — $ 2,362 $ 428 For the Company’s investments without readily determinable fair values, the investment is adjusted if any impairments or observable price changes are identified, which is considered fair value. The Company measures certain non -financial -recurring -financial -financial

Consolidated Balance Sheet Comp

Consolidated Balance Sheet Components	6 Months Ended
	Dec. 31, 2022
Consolidated Balance Sheet Components [Abstract]
Consolidated Balance Sheet Components	4. Inventories Inventories consisted of the following: As of As of Finished goods $ 649 $ 869 Total inventories $ 649 $ 869 Investments in Non-Affiliates In December 2022, the Company entered into a simple agreement for future equity (SAFE) with a non -affiliated -affiliated -related -affiliated -affiliated The Company has determined that the Company’s investment in the non -affiliate -affiliated -affiliated -affiliated -affiliated that it does not have the power to direct such activities, because it has no participation on the board of directors of the VIE or through other ways to influence such activities. Accordingly, the Company has accounted for the investment as a financial instrument without a readily determinable fair value. Such investment is recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the period ended December 31, 2022, no impairments or observable price changes were identified or recorded. The Company considers the cost of the investment to be the maximum exposure to loss as a result of its involvement with the non -affiliated Property and Equipment, net Property and equipment, net consisted of the following: As of 2022 As of 2022 Tablets $ 5,726 $ 5,663 Computer equipment 604 519 Software 4 562 Total property and equipment 6,334 6,744 Less: accumulated depreciation (4,845 ) (4,769 ) Property and equipment, net $ 1,489 $ 1,975 Depreciation expense was $324 and $642 for the three and six months ended December 31, 2022, respectively, and $498 and $1,004 for the three and six months ended December 31, 2021, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: As of 2022 As of 2022 Capitalized software $ 5,993 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 7,444 4,586 Less: accumulated amortization (502 ) (360 ) Intangible assets, net $ 6,942 $ 4,226 Intangible assets have weighted -average Years Capitalized software 4 Developed technology 4 Domain Name 15 Amortization expense of intangible assets was $88 and $203 for the three and six months ended December 31, 2022, respectively, and was $20 and $50 for the three and six months ended December 31, 2021, respectively. Within capitalized software as of December 31, 2022 and June 30, 2022, $5,673 and $2,786 are in -process Total future amortization expense for intangible assets was estimated as follows: Remainder of 2023 $ 175 2024 350 2025 350 2026 323 2027 14 Thereafter 57 Total $ 1,269 Accrued Liabilities Accrued liabilities consisted of the following: As of 2022 As of 2022 Accrued expenses $ 1,156 $ 2,176 Accrued vacation 943 874 Accrued payroll 670 1,686 Operating lease liability, current 345 — Accrued interest 222 402 Accrued repair cost (Refer to Note 8) 194 724 Accrued sales tax 112 86 Accrued other 714 267 Total accrued liabilities $ 4,356 $ 6,215 Other Long-term Liabilities Other long -term As of 2022 As of 2022 Unvested founder shares liability $ 428 $ — Operating lease liability, net of current portion 320 — Total other long-term liabilities $ 748 $ —

Leases

Leases	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	5. As of December 31, 2022, the Company recorded a right of use asset of $656 within other long -term -term For the three and six months ended December 31, 2022, the Company recorded operating lease costs of $119 and $215, respectively. The operating lease costs for the three and six months ended December 31, 2022 included variable operating lease costs of $35 and $50, respectively. Supplemental information related to the Company’s operating lease was as follows for the six months ended December 31, 2022: Operating cash flows used for operating lease $ 213 Operating lease liability arising from obtaining ROU asset (1) $ 665 Weighted average remaining lease term 1.8 years Weighted average discount rate 15 % (1) -cancelable Future minimum lease payments under the Company’s non -cancelable As of 2022 Remainder of 2023 $ 218 2024 404 2025 143 Gross lease payments 765 Less: imputed interest (100 ) Present value of net future minimum lease payments $ 665 Under the previous lease accounting standard ASC 840, Leases -cancelable As of 2023 $ 273 2024 218 2025 127 Total $ 618 Rent expense for the three and six months ended December 31, 2021 was $92 and $200, respectively.

Financing Obligations

Financing Obligations	6 Months Ended
	Dec. 31, 2022
Financing Obligation [Abstract]
Financing Obligations	6. The Company’s financing obligations, net of discounts, consist of the following: As of 2022 As of 2022 Receivable financing facility $ 4,628 $ 5,911 Equipment financing facility 2,158 2,929 Total financing obligations 6,786 8,840 Less: financing obligations, current (6,786 ) (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 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 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% - 1 -year In fiscal year 2022 and during the six months ended December 31, 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 remedied the matter via repayment agreements with its third -party On November 4, 2022, the Company executed an amendment with one of its third -party -payments On November 21, 2022, the Company entered into an agreement to early terminate one of its third -party As a result of the amendment executed on November 4, 2022 and early termination executed on November 21, 2022, the default on payments due as described above has been waived and the Company is in compliance as of December 31, 2022. We have classified all of our obligations under these arrangements as short -term

Debt Arrangements

Debt Arrangements	6 Months Ended
	Dec. 31, 2022
Debt Arrangements [Abstract]
Debt Arrangements	7. The Company’s outstanding debt, net of debt discounts, consists of the following: As of 2022 As of 2022 Convertible promissory notes $ — $ 89,663 Term loans 52,022 25,443 PPP Loan — 2,000 Total debt 52,022 117,106 Less: debt, current — (115,106 ) Total debt, noncurrent $ 52,022 $ 2,000 Convertible Promissory Notes As of June 30, 2022, the Company had $89,663 of convertible notes outstanding to various investors, all of which were accounted for under the fair value option. In conjunction with the Merger all convertible promissory notes converted into shares of common stock. Further on the date of the Merger, 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 -in During the six months ended December 31, 2021 the Company issued $500 of convertible promissory notes. During the three and six months ended December 31, 2021, the Company recorded losses on remeasurement of $16,196 and $29,770, respectively, on all outstanding convertible promissory notes, which were 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 on the date of the Merger, $1,737 was recorded as a loss on extinguishment of debt and financial obligations on the condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022. 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 10 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 as a loss on extinguishment of debt and financial obligations of $6,022 on its condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022. 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 The Term Loans may be prepaid by the Company; however, any voluntary or mandatory prepayment made prior to the 18 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 December 31, 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 10 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 -in 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 and six months ended December 31, 2022, the Company recorded PIK interest expense amounts of $2,085 and $2,314, respectively, which has been reflected as an increase to the outstanding debt balance. Further, during the three and six months ended December 31, 2022 the Company recorded interest expense associated with the amortization of debt discounts of $523 and $579, respectively. Accordingly, as at December 31, 2022, the term loans, noncurrent balance of $52,022 reflects $55,000 of principal and $2,314 of PIK interest accrual, reduced by $5,292 of unamortized debt issuance costs. The Company had no outstanding amounts related to the Credit Agreement as of June 30, 2022. 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 six months ended December 31, 2021, the Company received forgiveness of the first PPP loan of $2,599 and recognized income on forgiveness within other income, net. During the six months ended December 31, 2022, the Company received forgiveness of the second PPP loan of $2,000 and recognized income on forgiveness within other income, net. As of December 31, 2022 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. 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 and six months ended December 31, 2022, the Company has incurred costs to refurbish customer tablets of $241 and $899, respectively, while in the three and six months ended December 31, 2021, the Company incurred costs to refurbish customer tablets of $1,357 and $1,974, respectively, 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 $194 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 December 31, 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. Loss on Infrequent Product Repairs During the six months ended December 31, 2021, the Company continued to experience higher than normal hardware returns for repair or replacement using a Return Merchandise Authorization (“ RMA -19 -19 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 $28 and $463 of repair and replacement expenses related to this issue during the three and six months ended December 31, 2021, respectively. The Company provided repair and replacement of its hardware devices to all of its customers as a one -time -19 -party 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

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Dec. 31, 2022
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	9. Effective with 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 -voting On September 15, 2022, the Company (then Legacy Presto), received an equity investment of $1,000 from an investor in exchange for 133,333 -in 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 -in pay certain expenses of Silver Rock in the amount of $531 which is recorded within other financing and financial instrument (costs) income, net 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 -in The Company has the following shares of common stock reserved for future issuance: As of December 31, 2022 Warrants to purchase common stock 18,415,453 Common stock options and RSUs 12,756,522 Equity awards available for future grants 4,617,400 Earnout shares 15,000,000 50,789,375

Warrants

Warrants	6 Months Ended
	Dec. 31, 2022
Disclosure Of Warrants Abstract
Warrants	10. 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 -classified -for-fixed During the period from June 30, 2022, through the date of the Merger, the Company had various warrant transactions: • • • • • The following tables represent the warrants on common stock outstanding: As of December 31, 2022 Expiration Exercise Price Number of Shares 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 July 2027 $ 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 Exercise Price Number of Shares 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 July 2027 $ 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 per share as of December 31, 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 265,376 and 321,943 remained contingent as of December 31, 2022 and June 30, 2022, respectively. Expense related to the cost these warrants being 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	6 Months Ended
	Dec. 31, 2022
Stock-Based Compensation [Abstract]
Stock-Based Compensation	11. Stock-Based Compensation Plans Prior to the Merger, the Company utilized the 2018 equity incentive plan (“ 2018 Plan 2008 Plan -statutory -year -line -line In July 2022, the Company granted 836,657 RSUs to its employees and consultants that contain a service -based -based -based -based -based -based -vest -average -based 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 vested on September 30, 2022, 56.67% of the RSUs has, and shall continue to, vest in equal monthly installments on the last day of each month during the subsequent 23 -month -based -average -based During fiscal year 2021, the Company granted 600,752 performance -based -based -based -based -based -based -based 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 -day The following summary of the equity incentive plan activity 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 (146,823 ) 0.39 Forfeited and expired (113,368 ) 1.57 Balance – December 31, 2022 10,953,424 0.73 6.11 Vested and expected to vest at December 31, 2022 10,953,424 0.73 6.11 $ 17,741 Exercisable at December 31, 2022 8,745,509 0.46 5.62 16,141 The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan: Number of 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 2,036,629 6.85 Vested (488,660 ) 4.56 Forfeited (95,297 ) 6.46 Unvested Balance – December 31, 2022 1,803,098 7.02 Stock-based Compensation Expense Stock -based -based -employees Three months ended Six months ended 2022 2021 2022 2021 Research and development $ 132 $ 145 $ 277 $ 250 Sales and marketing 86 114 184 213 General and administrative 614 210 2,541 485 $ 832 $ 469 $ 3,002 $ 948 Stock -based -based -average During the three and six months ended December 31, 2022 the Company recorded $1,696 and $1,874, respectively, of stock -based 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 There was no activity under the plan during the three and six months ended December 31, 2022. Other Stock-based Compensation In connection with the acquisition of CyborgOps (refer to Note 1), the Company issued 475,638 -based -acquisition -based four -based -based -average

Income Taxes

Income Taxes	6 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Income Taxes	12. 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 and six months ended December 31, 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	6 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	13. 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 Six months ended 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (17,029 ) $ (23,507 ) $ 17,760 $ (43,016 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 50,998,941 27,211,309 40,475,200 27,157,425 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,299,972 — Weighted average shares outstanding – diluted 50,998,941 27,211,309 50,775,172 27,157,425 Net income (loss) per share attributable to common stockholders, basic $ (0.33 ) $ (0.86 ) $ 0.44 $ (1.58 ) Net income (loss) per share attributable to common stockholders, diluted $ (0.33 ) $ (0.86 ) $ 0.35 $ (1.58 ) 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 Six Months Ended 2022 2021 2022 2021 Stock options and RSUs 12,904,421 12,094,129 198,692 12,107,168 Convertible notes — 4,632,311 — 4,491,455 Common stock warrants 18,150,077 3,564,182 10,129,619 3,520,164 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 31,054,498 20,290,622 10,328,311 20,118,787 Warrants to purchase a weighted average of 10,129,619 PRESTO AUTOMATION INC. The Company excluded a weighted average of 1,803,098 RSUs and 987,782 RSUs for the three and six months ended December 31, 2022, respectively, and the Company excluded a weighted average of 300,376 options for the three and six months ended December 31, 2021. These equity awards were excluded from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions have not been satisfied. The Company excluded a weighted average of 15,000,000 and 8,315,217 earnout shares from the calculation of diluted EPS for the three and six months ended December 31, 2022 as they are subject to market conditions for which the necessary conditions have not been satisfied.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	14. As of June 30, 2022, the Company had $9,566 of 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”), classified as a current liability on the condensed consolidated balance sheet at that time. The convertible promissory notes and embedded warrants due to a related party were converted into shares of common stock in the Company during the six months ended December 31, 2022. As of December 31, 2022, the Company has no convertible promissory notes and embedded warrants balance due to a related party. Refer to Note 7 for further details. During the six months ended December 31, 2022, the Company received an equity investment of $1,000 from an investor in exchange for 133,133 Additionally, during the six months ended December 31, 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. Refer to Note 11 for further details. On September 16, 2022, the Company granted 1,200,000 RSUs to a member of its board of directors, a related party to the Company. The RSUs fully vested upon the closing of the Business Combination.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	15. On February 8, 2023, at the meeting of the Company’s board of directors, the following resolutions were approved: • -termination • The Company expects to record increased stock -based

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Dec. 31, 2022
Summary of Business and Significant Accounting Policies [Abstract]
Description of Business	Description of Business Presto Automation Inc. and its 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
Merger with Ventoux CCM Acquisition Corp.	Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux” or “VTAQ”) and its subsidiaries, then a special purpose acquisition corporation, acquired Legacy Presto via a series of mergers, whereby Legacy Presto became a limited liability company and a wholly owned subsidiary of Ventoux (the “Merger”). Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co -sponsors 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. On 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 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) Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes were 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 exchanged 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 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 • VWAP • The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity -40 -out -based -based As of December 31, 2022, unrecognized stock -based -average -based -based -vest -average -based shares held by current employees and directors were forfeited. The Earnout shares given to common stockholders not held by current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid -in 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) (ii) (iii) (iv) 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 December 31, 2022, all of the unvested founder shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity -linked -40 -term Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change its name from Ventoux CCM Acquisition Corp. to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP Business Combinations -combination -combination -combination in the unaudited condensed consolidated financial statements represents the accounts of Presto and its wholly owned subsidiaries as if Legacy Presto is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger (0.8099 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 but excludes the $55,400 in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company.
Cyborg Ops	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) for the six months ended December 31, 2022.
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 -year
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“ SEC FASB 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 December 31, 2022, and its results of operations for the three and six months ended December 31, 2022 and 2021 and cash flows for the six months ended December 31, 2022, and 2021. The results for the three and six months ended December 31, 2022 and 2021, 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 99.1 of the Current Report on Form 8 -K on December 16, 2022, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements.
Revision of Prior Financial Statements	Revision of Prior Financial Statements For the three months ended September 30, 2022, platform revenue was overstated by $422 and platform cost of revenue was overstated by $422 as the Company recognized revenue generated from Customer D (refer to Concentration of Risks, Significant Customers and Investments section below) using the AI Platform on a gross basis in its condensed consolidated statement of operations. For the three and six months ended December 31, 2022, the Company determined revenue recognized from Customer D should be recognized on a net basis as the Company is the agent in this relationship between its hardware and software vendor and the customer (refer to Note 2) and accordingly, has reclassified the amounts recorded during the three months ended September 30, 2022 to correct this immaterial error in presentation. Further, certain costs incurred of $119 related to a vendor servicing the Company’s contract with Customer D were inappropriately recognized in research and development expense for the three months ended September 30, 2022. Accordingly, the Company has reclassified the amounts recorded in research and development expense to platform cost of sales to correct this immaterial error in presentation.
Use of Estimates	Use of Estimates The preparation of these condensed 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 -lived
Risk and Uncertainties	Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology -based COVID -19
Impact of COVID-19	Impact of COVID-19 The Company was and is subject to risks and uncertainties because of the outbreak of COVID -19 -19 -19 -in-place -in -premise -out Over the course of the pandemic, certain of these restrictions have been 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 -19 -19 The Company has taken several actions to mitigate the effects of the COVID -19 PPP In the three and six months ended December 31, 2021, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID -19 -19 -party The severity of the continued impact of the COVID -19 -restaurant -enacted -engagement -term -19 -in -19
Liquidity and Capital Resources	Liquidity and Capital Resources As of December 31, 2022 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $38,211 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 $27,765 and $13,607 for the six months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and June 30, 2022, respectively, the Company had an accumulated deficit of $183,023 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 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 condensed consolidated 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.
Revision of Prior Financial Statements	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 -grade 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: Three months ended Six months ended 2022 2021 2022 2021 Customer A 60 % 49 % 60 % 52 % Customer B 22 % 24 % 23 % 25 % Customer C (1) 14 % 16 % 14 % 17 % 96 % 89 % 97 % 94 % (1) The following restaurant logos accounted for more than 10% of accounts receivable: As of 2022 As of 2022 Customer A 33 % 31 % Customer B 14 % 41 % Customer C (1) 15 % — % Customer D 25 % 11 % 87 % 83 % (1) The Company is exposed to vendor concentration risk as it supplies tablets from one vendor and currently sources its hardware and software used in the AI Platform from one vendor. The Company’s operating results could be adversely affected should any of the following occur: the vendor used to supply tablets increases their prices or either vendor incurs disruptions in its supply of goods or services.
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 -CODMs 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
Investment in non-affiliate	Investment in non-affiliate Investments in non -affiliates -significant -affiliates
Leases	Leases The Company leases real estate facilities under a non -cancelable 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 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
Revenue Recognition	Revenue Recognition During the three and six months ended December 31, 2022 and 2021, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and AI Platform products (“ Platform revenue Transaction revenue Platform Revenue The platform revenue stream is generated from fees charged to customers for access to the Company’s Presto Touch, which is recognized ratably. Part of the total contract value is due upon execution of the contract, and the remainder is due when the customer goes live. The contracts with customers are generally for a term ranging from 12 to 48 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the AI Platform (previously Voice and Vision) was not material for the three and six months ended December 31, 2022 and 2021. Such revenue generated from the AI Platform is inclusive of contra -revenue The Company also maintains arrangements with certain customers whereby the Company leases the Presto Touch to its customer. Revenue associated with the lease is recognized on a straight -line Transaction Revenue Transaction revenue consists of a single performance obligation recognized at a point in time when the content is delivered and used. Transaction revenue is recognized on a gross basis as the Company is the principal in the relationship and the restaurant acts as a sales agent between the Company and the diner to upsell premium content purchases during the dining experience. The Company is the principal as the Company is the primary obligor responsible for fulfillment, the Company controls the gaming license and its accessibility and has influence in establishing the price charged to the diner. The portion of gaming service collections withheld by the restaurant for sales commission are recorded to transaction cost of revenues. The Company determines revenue recognition through the following steps: • MSA • The Company identified the following performance obligations: for the MSAs and license agreements, 1) sales or leases of hardware, software -as-a-service Saas Presto Touch The Presto Touch is considered a single performance obligation because each element of the Presto Touch is interdependent and cannot function independently. The software and hardware for the Presto Touch represent one combined output and the customer cannot benefit from the use of one element without the other. When the Company enters into gaming agreements, the Company’s Presto Touch includes the capability of providing entertainment services, designed (either on its own or through other subcontractors) and provided by the Company via internet, that can be purchased by diners. The games are only accessible over the internet, and upon the diner making the decision to pay for the content, the diner receives the right to access the game on the Presto Touch. Gaming fees are usage based through the diner’s use of the device and stipulated in a separate contract with the diner. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the diner and remitted back to the Company, net of commissions paid to the restaurant as the sales agent. Premium content revenue, or gaming revenue, is therefore one performance obligation. • -revenue • •
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company computes net income (loss) per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share -share -converted -dilutive
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842 which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet. The Company adopted the standard as of July 1, 2022, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC Topic 840, Leases -term -lease 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) -for-sale to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The FASB subsequently issued ASU 2018 -19 -04 -10 In August 2020, the FASB issued ASU 2020 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity -40 -converted In March 2020 with an update in January 2021, the FASB issued ASU 2020 , 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)	6 Months Ended
	Dec. 31, 2022
Summary of Business and Significant 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 largest restaurant logos	Three months ended Six months ended 2022 2021 2022 2021 Customer A 60 % 49 % 60 % 52 % Customer B 22 % 24 % 23 % 25 % Customer C (1) 14 % 16 % 14 % 17 % 96 % 89 % 97 % 94 %
Schedule of aggregated as a single customer for reporting purposes	As of 2022 As of 2022 Customer A 33 % 31 % Customer B 14 % 41 % Customer C (1) 15 % — % Customer D 25 % 11 % 87 % 83 %

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Dec. 31, 2022
Revenue Disclosure Text Block [Abstract]
Schedule of deferred revenue	Deferred Revenue Balance as of June 30, 2021 $ 25,623 Additions 753 Revenue recognized (8,057 ) Balance as of December 31, 2021 $ 18,319 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 1,348 Revenue recognized (7,975 ) Balance as of December 31, 2022 $ 4,142

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of financial instruments measured at fair value on a recurring basis	As of December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 33,341 $ — $ — $ 33,341 Total financial assets $ 33,341 $ — $ — $ 33,341 Financial liabilities: Unvested founder shares liability $ — $ — $ 428 428 Warrant liabilities — — 2,362 2,362 Total financial liabilities $ — $ — $ 2,790 $ 2,790 As of 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 financial liabilities $ — $ — $ 93,812 $ 93,812
Schedule of weighted-average assumptions made in estimating the fair value	As of As of Expected volatility 73.3 % 76.2 % Expected term (in years) 4.7 5.0 Risk-free interest rate 3.9 % 3.7 %
Schedule of estimated the fair value of the convertible promissory notes	As of June 30, 2022 Next Next Change in Maturity Probability of conversion 10.0 % 80.0 % 5.0 % 5.0 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — % — As of 2022 As of 2022 Risk-free interest rate 4.03 % 3.00 % Expected term (in years) 5.09 5.93 Expected volatility 61.74 % 65.72 % Expected dividend yield — — Exercise price $ 10.40 $ 7.48
Schedule of fair value of Level 3 convertible promissory notes	As of June 30, 2022 Carrying Amount Charged to Fair Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663
Schedule of fair value of the Company’s Level 3 liabilities	Convertible Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 500 — — Change in fair value 26,909 2,768 — Balance at December 31, 2021 $ 89,990 $ 4,202 $ — Convertible 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 ) (11,188 ) (1,160 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at December 31, 2022 $ — $ 2,362 $ 428

Consolidated Balance Sheet Co_2

Consolidated Balance Sheet Components (Tables)	6 Months Ended
	Dec. 31, 2022
Consolidated Balance Sheet Components [Abstract]
Schedule of inventories	As of As of Finished goods $ 649 $ 869 Total inventories $ 649 $ 869
Schedule of property and equipment	As of 2022 As of 2022 Tablets $ 5,726 $ 5,663 Computer equipment 604 519 Software 4 562 Total property and equipment 6,334 6,744 Less: accumulated depreciation (4,845 ) (4,769 ) Property and equipment, net $ 1,489 $ 1,975
Schedule of intangible assets	As of 2022 As of 2022 Capitalized software $ 5,993 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 7,444 4,586 Less: accumulated amortization (502 ) (360 ) Intangible assets, net $ 6,942 $ 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	Remainder of 2023 $ 175 2024 350 2025 350 2026 323 2027 14 Thereafter 57 Total $ 1,269
Schedule of accrued liabilities	As of 2022 As of 2022 Accrued expenses $ 1,156 $ 2,176 Accrued vacation 943 874 Accrued payroll 670 1,686 Operating lease liability, current 345 — Accrued interest 222 402 Accrued repair cost (Refer to Note 8) 194 724 Accrued sales tax 112 86 Accrued other 714 267 Total accrued liabilities $ 4,356 $ 6,215
Schedule of other long-term liabilities	As of 2022 As of 2022 Unvested founder shares liability $ 428 $ — Operating lease liability, net of current portion 320 — Total other long-term liabilities $ 748 $ —

Leases (Tables)

Leases (Tables)	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of company’s operating lease	Operating cash flows used for operating lease $ 213 Operating lease liability arising from obtaining ROU asset (1) $ 665 Weighted average remaining lease term 1.8 years Weighted average discount rate 15 % (1) -cancelable
Schedule of company’s non-cancelable operating leases	As of 2022 Remainder of 2023 $ 218 2024 404 2025 143 Gross lease payments 765 Less: imputed interest (100 ) Present value of net future minimum lease payments $ 665
Schedule of aggregate future minimum lease payments	As of 2023 $ 273 2024 218 2025 127 Total $ 618

Financing Obligations (Tables)

Financing Obligations (Tables)	6 Months Ended
	Dec. 31, 2022
Financing Obligation [Abstract]
Schedule of financing obligations net of discounts consist	As of 2022 As of 2022 Receivable financing facility $ 4,628 $ 5,911 Equipment financing facility 2,158 2,929 Total financing obligations 6,786 8,840 Less: financing obligations, current (6,786 ) (8,840 ) Total financing obligations, noncurrent $ — $ —

Debt Arrangements (Tables)

Debt Arrangements (Tables)	6 Months Ended
	Dec. 31, 2022
Debt Arrangements [Abstract]
Schedule of outstanding debt and net of debt discounts	As of 2022 As of 2022 Convertible promissory notes $ — $ 89,663 Term loans 52,022 25,443 PPP Loan — 2,000 Total debt 52,022 117,106 Less: debt, current — (115,106 ) Total debt, noncurrent $ 52,022 $ 2,000
Schedule of future principal payments on debt	As of December 31, 2022 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000

Stockholders_ Deficit (Tables)

Stockholders’ Deficit (Tables)	6 Months Ended
	Dec. 31, 2022
Stockholders’ Deficit [Abstract]
Schedule of shares of common stock reserved for future issuance	As of December 31, 2022 Warrants to purchase common stock 18,415,453 Common stock options and RSUs 12,756,522 Equity awards available for future grants 4,617,400 Earnout shares 15,000,000 50,789,375

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Dec. 31, 2022
Disclosure Of Warrants Abstract
Schedule of warrants on common stock outstanding	As of December 31, 2022 Expiration Exercise Price Number of Shares 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 July 2027 $ 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 Exercise Price Number of Shares 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 July 2027 $ 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 per share as of December 31, 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 265,376 and 321,943 remained contingent as of December 31, 2022 and June 30, 2022, respectively. Expense related to the cost these warrants being 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 (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Dec. 31, 2022
Stock-Based Compensation [Abstract]
Schedule of of the equity incentive plan 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 (146,823 ) 0.39 Forfeited and expired (113,368 ) 1.57 Balance – December 31, 2022 10,953,424 0.73 6.11 Vested and expected to vest at December 31, 2022 10,953,424 0.73 6.11 $ 17,741 Exercisable at December 31, 2022 8,745,509 0.46 5.62 16,141
Schedule of the equity incentive plan RSU activity	Number of 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 2,036,629 6.85 Vested (488,660 ) 4.56 Forfeited (95,297 ) 6.46 Unvested Balance – December 31, 2022 1,803,098 7.02
Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software	Three months ended Six months ended 2022 2021 2022 2021 Research and development $ 132 $ 145 $ 277 $ 250 Sales and marketing 86 114 184 213 General and administrative 614 210 2,541 485 $ 832 $ 469 $ 3,002 $ 948

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	6 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of basic and diluted net income (loss) per share	Three months ended Six months ended 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (17,029 ) $ (23,507 ) $ 17,760 $ (43,016 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 50,998,941 27,211,309 40,475,200 27,157,425 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,299,972 — Weighted average shares outstanding – diluted 50,998,941 27,211,309 50,775,172 27,157,425 Net income (loss) per share attributable to common stockholders, basic $ (0.33 ) $ (0.86 ) $ 0.44 $ (1.58 ) Net income (loss) per share attributable to common stockholders, diluted $ (0.33 ) $ (0.86 ) $ 0.35 $ (1.58 )
Schedule of net loss per share attributable to common stockholders	Three months ended Six Months Ended 2022 2021 2022 2021 Stock options and RSUs 12,904,421 12,094,129 198,692 12,107,168 Convertible notes — 4,632,311 — 4,491,455 Common stock warrants 18,150,077 3,564,182 10,129,619 3,520,164 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 31,054,498 20,290,622 10,328,311 20,118,787

Summary of Business and Signi_3

Summary of Business and Significant Accounting Policies (Details) - USD ($)	1 Months Ended			3 Months Ended			6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Dec. 30, 2020	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 01, 2022	Aug. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Apr. 30, 2020
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Trust accounting			$ 151,500,000
Unredeemed funds			$ 9,498,000
Aggregate of shares (in Shares)							7,133,687
Aggregate of purchase price							$ 55,400,000
Net of fees and expenses							$ 49,840,000
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. As of December 31, 2022, all of the transaction costs incurred by Legacy Presto are paid. 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
Earnout shares (in Shares)							15,000,000
Earnout shares (in Shares)							4,771,116
Garnt fair value of shares issued (in Shares)							1,874
Stock-based compensation expense							$ 455,000
General and administrative							$ 152,000
Compensation expense description							During the three months ended December 31, 2022, the Company recorded stock-based compensation expense associated with earnouts, to the same equity award holders as above, in the amount of $1,696, of which $1,135, $423, and $138 are recorded within general and administrative, research and development and sales and marketing expenses, respectively, on the condensed consolidated statement of operations and comprehensive income (loss).
Stock-based compensation							$ 12,221,000
Weighted average period							2 years
Compensation expense							$ 1,024,000
weighted average period							4 years 6 months
Amount placed in trust account				$ 79,837			$ 79,837
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				$ 1,588,000			$ 1,588,000
Gain on remeasurement							1,160,000
Loss on remeasurement		$ 48,271,000					$ 15,000
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
Shares issued (in Shares)				50,639,837			50,639,837
Shares outstanding (in Shares)				50,639,837			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				$ 9,768,000			$ 9,768,000
Private warrants				9,389,000			9,389,000
PIPE proceeds							55,400,000
Due and payable							1,946,000
Total annual gross revenue													$ 1,070,000,000
Non-convertible debt													$ 1,000,000,000
Platform revenue	$ 422,000			7,352,000		$ 7,696,000	14,709,000	$ 14,925,000
Platform cost of revenue	$ 422,000			7,343,000		6,484,000	14,267,000	13,306,000
Incurred cost					$ 119,000
Loan amount									$ 2,000,000		$ 2,599,000	$ 2,000,000		$ 2,599,000
Loss on infrequent customer repairs						$ 28,000		463,000
Cash and cash equivalents		$ 3,017,000		38,211,000			38,211,000
Operating losses							27,765,000	$ 13,607,000
Accumulated deficit		$ 200,783,000		183,023,000			183,023,000
Net cash							49,840,000
Net cash proceeds							$ 13,730,000
Accounts receivable percentage							10%
Interest income				$ 299,000			$ 309,000
Lease terms				12 months			12 months
Transaction price				$ 409,000			$ 615,000
Operating lease ROU asset										$ 510,000
Operating lease liability				$ 665,000			$ 665,000			$ 516,000
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)							1,267
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] | 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
Research and Development Expense [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Bonus and deferred consideration expense							$ 1,878,000
Selling and Marketing Expense [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Bonus and deferred consideration expense							$ 68,000

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	6 Months Ended
	Dec. 31, 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(1)	(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. As of December 31, 2022, all of the transaction costs incurred by Legacy Presto are paid. 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 largest restaurant logos - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total Customer	$ 96	$ 89	$ 97	$ 94
Customer A [Member]
Segment Reporting Information [Line Items]
Total Customer	60	49	60	52
Customer B [Member]
Segment Reporting Information [Line Items]
Total Customer	22	24	23	25
Customer C [Member]
Segment Reporting Information [Line Items]
Total Customer	$ 14	$ 16	$ 14	$ 17

Summary of Business and Signi_6

Summary of Business and Significant Accounting Policies (Details) - Schedule of aggregated as a single customer for reporting purposes		6 Months Ended
		Dec. 31, 2022	Jun. 30, 2022
Concentration Risk [Line Items]
Total revenues percentage		87%	83%
Customer A [Member]
Concentration Risk [Line Items]
Total revenues percentage		33%	31%
Customer B [Member]
Concentration Risk [Line Items]
Total revenues percentage		14%	41%
Customer C [Member]
Concentration Risk [Line Items]
Total revenues percentage	[1]	15%
Customer D [Member]
Concentration Risk [Line Items]
Total revenues percentage		25%	11%
[1]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		6 Months Ended		12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Oct. 31, 2021	Sep. 29, 2021	Jul. 29, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Oct. 29, 2021
Revenue (Details) [Line Items]
Accounts receivable	$ 704	$ 516				$ 704		$ 704
Performance obligations for customer contracts								4,450
Revenue recognized								$ 3,841
Marketing development payment					$ 5,000
Interest accrued percent								12%
Accrued interest	$ 0	$ 170
Value of alternative installation and replacement services						322		$ 354
Loss on infrequent product repairs										$ 2,879
Accounts payable										2,434
Reduction to deferred revenue										274
Prepaid interest										$ 171
Interest expense			$ 171
Marketing development fund								5,000
Warrant purchase issued (in Shares)											404,961
Contra-revenue recognized related to the warrant						$ (409)		$ (615)
United states represented						10%	10%	10%	10%
Leasing arrangements						$ 435	$ 619	$ 835	$ 1,252
Maximum [Member]
Revenue (Details) [Line Items]
Reduce the payment				$ 5,000
Revenue share agreement percentage						68%		68%
Premium content revenue percentage						90%		92%
Commission paid to restaurants						90%		96%
Minimum [Member]
Revenue (Details) [Line Items]
Reduce the payment				3,200
Revenue share agreement percentage						64%		64%
Premium content revenue percentage						83%		83%
Commission paid to restaurants						81%		79%
Customer A
Revenue (Details) [Line Items]
Marketing development payment				5,000
Handheld services payable				2,000
Value of alternative installation and replacement services				2,000
Resulting from covid-19				3,333
Related accrued interest				805
Longer request a refund				$ 2,000
Accounts payable			$ 3,200
Contract modification						$ 99		$ 351

Revenue (Details) - Schedule of

Revenue (Details) - Schedule of deferred revenue - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Deferred Revenue [Abstract]
Deferred revenue, beginning of year	$ 10,769	$ 25,623
Additions	1,348	753
Revenue recognized	(7,975)	(8,057)
Deferred revenue, end of period	$ 4,142	$ 18,319

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of financial instruments measured at fair value on a recurring basis - Financial Liabilities [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Financial assets:
Total financial assets	$ 33,341
Financial liabilities:
Total financial liabilities	2,790	$ 93,812
Level 1 [Member]
Financial assets:
Total financial assets	33,341
Financial liabilities:
Total financial liabilities
Level 2 [Member]
Financial assets:
Total financial assets
Financial liabilities:
Total financial liabilities
Level 3 [Member]
Financial assets:
Total financial assets
Financial liabilities:
Total financial liabilities	2,790	93,812
Money Market Funds [Member]
Financial assets:
Total financial assets	33,341
Money Market Funds [Member] | Level 1 [Member]
Financial assets:
Total financial assets	33,341
Money Market Funds [Member] | Level 2 [Member]
Financial assets:
Total financial assets
Money Market Funds [Member] | Level 3 [Member]
Financial assets:
Total financial assets
Unvested founder shares liability [Member]
Financial liabilities:
Total financial liabilities	428
Unvested founder shares liability [Member] | Level 1 [Member]
Financial liabilities:
Total financial liabilities
Unvested founder shares liability [Member] | Level 2 [Member]
Financial liabilities:
Total financial liabilities
Unvested founder shares liability [Member] | Level 3 [Member]
Financial liabilities:
Total financial liabilities	428
Warrant liabilities [Member]
Financial liabilities:
Total financial liabilities	2,362	4,149
Warrant liabilities [Member] | Level 1 [Member]
Financial liabilities:
Total financial liabilities
Warrant liabilities [Member] | Level 2 [Member]
Financial liabilities:
Total financial liabilities
Warrant liabilities [Member] | Level 3 [Member]
Financial liabilities:
Total financial liabilities	$ 2,362	4,149
Convertible promissory notes and embedded warrants [Member]
Financial liabilities:
Total financial liabilities		89,663
Convertible promissory notes and embedded warrants [Member] | Level 1 [Member]
Financial liabilities:
Total financial liabilities
Convertible promissory notes and embedded warrants [Member] | Level 2 [Member]
Financial liabilities:
Total financial liabilities
Convertible promissory notes and embedded warrants [Member] | Level 3 [Member]
Financial liabilities:
Total financial liabilities		$ 89,663

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of weighted-average assumptions made in estimating the fair value	Dec. 31, 2022	Sep. 21, 2022
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	73.3	76.2
Expected term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	4.7	5
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	3.9	3.7

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes	Dec. 31, 2022	Jun. 30, 2022
Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Next Financing – Private [Member] | Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		10
Next Financing – Private [Member] | Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.3
Next Financing – Private [Member] | Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Next Financing – Public [Member] | Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		80
Next Financing – Public [Member] | Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.2
Next Financing – Public [Member] | Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Change in Control [Member] | Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		5
Change in Control [Member] | Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.2
Change in Control [Member] | Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Maturity Date [Member] | Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		5
Maturity Date [Member] | Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.3
Fair Value, Inputs, Level 3 [Member] | Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	5.09	5.93
Fair Value, Inputs, Level 3 [Member] | Risk-free interest rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	4.03	3
Fair Value, Inputs, Level 3 [Member] | Expected volatility [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	61.74	65.72
Fair Value, Inputs, Level 3 [Member] | Expected dividend yield [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Fair Value, Inputs, Level 3 [Member] | Exercise price [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	10.4	7.48

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes - Fair Value, Inputs, Level 3 [Member] $ in Thousands	Jun. 30, 2022 USD ($)
Carrying Amount [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	$ 51,816
Total	51,816
Amount Charged to Earnings [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	37,847
Total	37,847
Fair Value [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	89,663
Total	$ 89,663

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Convertible Promissory Notes and Embedded Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period	$ 89,663	$ 62,581
Reclassification of liability classified warrants to equity
Issuance of convertible promissory notes/Warrants		500
Recognition of warrants and unvested founder shares liabilities assumed upon Merger
Change in fair value	(48,271)	26,909
Conversion of warrant liabilities and convertible promissory notes	(41,392)
Balance at the end of period		89,990
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period	4,149	1,434
Reclassification of liability classified warrants to equity	(830)
Issuance of convertible promissory notes/Warrants	843
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	9,388
Change in fair value	(11,188)	2,768
Conversion of warrant liabilities and convertible promissory notes
Balance at the end of period	2,362	4,202
Unvested Founder Shares Liability [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period
Reclassification of liability classified warrants to equity
Issuance of convertible promissory notes/Warrants
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	1,588
Change in fair value	(1,160)
Conversion of warrant liabilities and convertible promissory notes
Balance at the end of period	$ 428

Consolidated Balance Sheet Co_3

Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Consolidated Balance Sheet Components [Abstract]
Investment amount	$ 2,000
Depreciation expense		$ 324	$ 498	$ 642	$ 1,004
Amortization expense		88	$ 20	203	$ 50
Capitalized software costs	$ 5,673	$ 5,673		$ 5,673		$ 2,786

Consolidated Balance Sheet Co_4

Consolidated Balance Sheet Components (Details) - Schedule of inventories - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Inventories [Abstract]
Finished goods	$ 649	$ 869
Total inventories	$ 649	$ 869

Consolidated Balance Sheet Co_5

Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 6,334	$ 6,744
Less: accumulated depreciation	(4,845)	(4,769)
Property and equipment, net	1,489	1,975
Tablets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	5,726	5,663
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	604	519
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4	$ 562

Consolidated Balance Sheet Co_6

Consolidated Balance Sheet Components (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 7,444	$ 4,586
Less: accumulated amortization	(502)	(360)
Intangible assets, net	6,942	4,226
Capitalized Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,993	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	Dec. 31, 2022 USD ($)
Schedule of Total Future Amortization Expense for Intangible Assets [Abstract]
Remainder of 2023	$ 175
2024	350
2025	350
2026	323
2027	14
Thereafter	57
Total	$ 1,269

Consolidated Balance Sheet Co_9

Consolidated Balance Sheet Components (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Accrued Liabilities [Abstract]
Accrued expenses	$ 1,156	$ 2,176
Accrued vacation	943	874
Accrued payroll	670	1,686
Operating lease liability, current	345
Accrued interest	222	402
Accrued repair cost (Refer to Note 8)	194	724
Accrued sales tax	112	86
Accrued other	714	267
Total accrued liabilities	$ 4,356	$ 6,215

Consolidated Balance Sheet C_10

Consolidated Balance Sheet Components (Details) - Schedule of other long-term liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Other Long Term Liabilities [Abstract]
Unvested founder shares liability	$ 428
Operating lease liability, net of current portion	320
Total other long-term liabilities	$ 748

Leases (Details)

Leases (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 01, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use asset		$ 656,000		$ 656,000
Operating lease liability	$ 516,000	665,000		665,000
Accrued liabilities		345,000		345,000
Other long-term liabilities		320		320
Operating lease costs		119,000		215,000
Variable operating lease costs		$ 35,000		50,000
Operating leases	$ 516,000
Non-cancelable operating lease				$ 308,000
Rent expense			$ 92,000		$ 200,000

Leases (Details) - Schedule of

Leases (Details) - Schedule of company’s operating lease $ in Thousands	6 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Company SOperating Lease Abstract
Operating cash flows used for operating lease	$ 213
Operating lease liability arising from obtaining ROU asset	$ 665	[1]
Weighted average remaining lease term	1 year 9 months 18 days
Weighted average discount rate	15%
[1]Amount includes $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $308 related to the Company entering into a new non -cancelable

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of company’s non-cancelable operating leases $ in Thousands	Dec. 31, 2022 USD ($)
Schedule Of Company SNon Cancelable Operating Leases Abstract
Remainder of 2023	$ 218
2024	404
2025	143
Gross lease payments	765
Less: imputed interest	(100)
Present value of net future minimum lease payments	$ 665

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) - USD ($)	1 Months Ended		6 Months Ended
	Nov. 21, 2022	Apr. 27, 2021	Dec. 31, 2022
Financing Obligations (Details) [Line Items]
Receivable financing facility term		5 years
Equipment financing facility term			4 years
Repayment of term loans (in Dollars)	$ 410
Loss on extinguishment of debt and financing obligations (in Dollars)	$ 337
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%
Third Party Financiers [Member] | Maximum [Member]
Financing Obligations (Details) [Line Items]
Interest rates ranging percentage			14%

Financing Obligations (Detail_2

Financing Obligations (Details) - Schedule of financing obligations net of discounts consist - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Schedule of Financing Obligations Net of Discounts Consist [Abstract]
Receivable financing facility	$ 4,628	$ 5,911
Equipment financing facility	2,158	2,929
Total financing obligations	6,786	8,840
Less: financing obligations, current	(6,786)	(8,840)
Total financing obligations, noncurrent

Debt Arrangements (Details)

Debt Arrangements (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	Sep. 21, 2022	Aug. 04, 2022	Jun. 30, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 11, 2022	Mar. 04, 2021	Apr. 30, 2020
Debt Arrangements (Details) [Line Items]
Convertible promissory notes			$ 89,663
Warrant conversion shares of common stock (in Shares)			8,147,938
Fair value			$ 41,392
Remeasurement of Fair value			$ 48,271				$ 15
Additional paid in capital							$ 41,392
Convertible promissory notes								$ 500
Company recorded losses						$ 16,196		29,770
Loan amount				$ 2,000						$ 15,000
Interest rate	100%				50%		50%			6.50%
Cash disbursement	$ 17,012
Repayment of cash	15,000
Interest expense	649
Loss on extinguishment	$ 1,737	$ 6,022
Interest bears									$ 12,600
bears interest									12%
Maturity date									Apr. 01, 2023
Purchase of common stock (in Shares)							205,602
Additional loan amount		$ 5,250
Warrants to purchase common stock (in Shares)		169,310
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
Sponsor shares (in Shares)					600,000		600,000
Debt issuance costs					$ 2,779		$ 2,779
Professional services							1,006
Interest expense amounts					2,085		2,314
Amortization of debt discounts					523		579
Term loans non current					52,022		52,022
Principal balance					55,000		55,000
Interest accrual							2,314
Un amortized debt issuance expense					$ 5,292		$ 5,292
Loan amount											$ 2,599
Loans received				$ 4,599
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
Repayment of cash	17,850
Loss on extinguishment	55,000
Interest expense	130
Cash paid to prepayment	$ 4,371
First PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income								$ 2,599
Second PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income							$ 2,000

Debt Arrangements (Details) - S

Debt Arrangements (Details) - Schedule of outstanding debt and net of debt discounts - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of outstanding debt and net of debt discounts [Abstract]
Convertible promissory notes		$ 89,663
Term loans	52,022	25,443
PPP Loan		2,000
Total debt	52,022	117,106
Less: debt, current		(115,106)
Total debt, noncurrent	$ 52,022	$ 2,000

Debt Arrangements (Details) -_2

Debt Arrangements (Details) - Schedule of future principal payments on debt $ in Thousands	Dec. 31, 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		6 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Refurbish customer tablets		$ 241	$ 1,357	$ 899	$ 1,974
Accrued liabilities	$ 724	$ 194		$ 194
Repair and replacement expenses			$ 28		$ 463
Damages related to the company’s loss	$ 11,304

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) $ in Thousands		1 Months Ended	6 Months Ended
	Oct. 15, 2022 USD ($) shares	Sep. 21, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Jun. 30, 2022 shares
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized			180,000,000		180,000,000
Preferred stock shares authorized			1,500,000		1,500,000
Voting rights			1
Proceeds from the issuance of common stock (in Dollars) | $	$ 1,000		$ 1,000
Issuance of common stock	133,333
Shares held by investor		400,000
Warrant to purchase shares			18,415,453
SilverRockMember
Stockholders’ Deficit (Details) [Line Items]
Issuance of common stock		322,868
Termination fee (in Dollars) | $		$ 1,646
Expenses agreed to pay (in Dollars) | $			$ 531
Warrant to purchase shares			500,000
Other financing cost (in Dollars) | $			$ 766

Stockholders_ Deficit (Detail_2

Stockholders’ Deficit (Details) - Schedule of shares of common stock reserved for future issuance	6 Months Ended
	Dec. 31, 2022 shares
Schedule of Shares of Common Stock Reserved For Future Issuance [Abstract]
Warrants to purchase common stock	18,415,453
Common stock options and RSUs	12,756,522
Equity awards available for future grants	4,617,400
Earnout shares	15,000,000
Total common stock reserved for future issuance	50,789,375

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Aug. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Warrants (Details) [Line Items]
Issuance of warrants	169,309
Warrants net exercised		18,415,453		4,713,303
Common stock, shares issued			136,681
Credit agreement		1,500,000
Warrants net exercised		600,000
Warrants Equity Amount (in Dollars)		$ 830
Aggregate warrant intrinsic value (in Dollars)		$ 1,925
Warrant exercise price (in Dollars per share)		$ 6,530
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
Common Warrants Seven [Member]
Warrants (Details) [Line Items]
Number of contingent warrants outstanding		265,376		321,943

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of warrants on common stock outstanding - $ / shares		Dec. 31, 2022		Jun. 30, 2022
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Number of Shares		18,415,453		4,713,303
Term (years)		10 years
Common [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date	[1]
Exercise Price		$ 7.8		$ 7.8
Number of Shares		12,811		12,811
Term (years)		7 years		7 years
Classification		Equity		Equity
Common 1 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date	[1]
Exercise Price		$ 7.8		$ 7.8
Number of Shares		41,636		41,636
Term (years)		7 years		7 years
Classification		Equity		Equity
Common 2 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date	[1]
Exercise Price		$ 7.8		$ 7.8
Number of Shares		16,654		16,654
Term (years)		7 years		7 years
Classification		Equity		Equity
Common 3 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		March 2026		March 2026
Exercise Price		$ 9.25		$ 9.25
Number of Shares		84,461		84,461
Term (years)		6 years 6 months		10 years
Classification		Liability		Liability
Common 4 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		June 2028		October 2027
Exercise Price		$ 0.01		$ 0.37
Number of Shares		404,961	[2]	141,970
Term (years)		6 years 8 months 12 days		10 years
Classification		Equity		Equity
Common 5 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date			[3]		[4]
Exercise Price		$ 0.37		$ 0.01
Number of Shares		178,395		2,575,190
Term (years)		10 years			[4]
Classification		Equity		Liability
Common 6 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		March 2026		June 2028
Exercise Price		$ 0.37		$ 0.01
Number of Shares		57,952		404,961	[2]
Term (years)		10 years		6 years 8 months 12 days
Classification		Liability		Equity
Common 7 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		July 2027		March 2026
Exercise Price		$ 9.25		$ 0.37
Number of Shares		86,532		178,395
Term (years)		6 years		10 years
Classification		Liability		Equity
Common 8 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		July 2027		March 2026
Exercise Price		$ 0.37		$ 0.37
Number of Shares		402,679		57,952
Term (years)		6 years		10 years
Classification		Equity		Liability
Common 9 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date			[5]	July 2027
Exercise Price		$ 8.16		$ 9.25
Number of Shares		182,158		86,532
Term (years)			[5]	10 years
Classification		Equity		Liability
Common 10 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		January 2031		July 2027
Exercise Price		$ 8.16		$ 7.8
Number of Shares		27,577		402,679
Term (years)		10 years		10 years
Classification		Liability		Liability
Common 11 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date			[6]		[5]
Exercise Price		$ 6.53		$ 8.16
Number of Shares		294,725	[6]	182,158
Term (years)		10 years			[5]
Classification		Equity		Equity
Common 12 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		March 2032		January 2031
Exercise Price		$ 8.16		$ 8.16
Number of Shares		374,912		27,577
Term (years)		10 years		10 years
Classification		Liability		Liability
Common 13 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		September 2027		March 2031
Exercise Price		$ 11.5		$ 6.53
Number of Shares		1,500,000		294,725	[6]
Term (years)		5 years		10 years
Classification		Equity		Liability
Common 14 [Member]
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]
Expiration date		September 2027		March 2032
Exercise Price		$ 8.21		$ 8.16
Number of Shares		8,625,000		205,602
Term (years)		5 years		10 years
Classification		Equity		Liability
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)		5 years
Classification		Liability
[1]Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 11, 2022	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 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
Percentage of shares vested					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				$ 9,190,000	$ 9,190,000
Weighted average period of recognition					4 years 6 months
Share based compensation arrangement by share based payment, granted (in Shares)					2,036,629
Stock based compensation expense					$ 528
Share based compensation, description						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 expense				1,696	$ 1,874
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.
Capitalized Software [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				264,000
Director [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted average period of recognition					2 years 8 months 12 days
Share based compensation arrangement by share based payment, granted (in Shares)		1,200,000
Grant date fair value (in Dollars per share)		$ 4.56
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested					25%
Grant date fair value (in Dollars per share)			$ 8.26
Unrecognized stock-based compensation				3,238	$ 3,238
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				411	2,235
Restricted Stock Units (RSUs) [Member] | Director [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested		33.33%
Restricted Stock Units (RSUs) [Member] | Director [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested		10%
Performance Shares [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				49	76
Stock-based compensation expense [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation				$ 3,580,000	$ 3,580,000
Share-Based Payment Arrangement, Option [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted average period of recognition					2 years 7 months 6 days
Other Stock-based Compensation [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock shares issued (in Shares)					475,638
Vesting period	4 years
Grant date fair value (in Dollars per share)					$ 8.75
Stock based compensation expense					$ 3.37

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of of the equity incentive plan activity - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jun. 30, 2022	Dec. 31, 2022
Schedule 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,Vested and expected to vest		10,953,424
Weighted- Average Exercise Price,Vested and expected to vest		$ 0.73
Weighted- Average Remaining Contractual Life (years),Vested and expected to vest		6 years 1 month 9 days
Aggregate Intrinsic Value,Vested and expected to vest		$ 17,741
Number of Options Outstanding,Exercisable		8,745,509
Weighted- Average Exercise Price,Exercisable		$ 0.46
Weighted- Average Remaining Contractual Life (years),Exercisable		5 years 7 months 13 days
Aggregate Intrinsic Value,Exercisable		$ 16,141
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		(146,823)
Weighted- Average Exercise Price,Exercised		$ 0.39
Weighted- Average Remaining Contractual Life (years),Exercised
Aggregate Intrinsic Value,Exercised
Number of Options Outstanding,Forfeited and expired		(113,368)
Weighted- Average Exercise Price,Forfeited and expired		$ 1.57
Weighted- Average Remaining Contractual Life (years),Forfeited and expired
Aggregate Intrinsic Value,Forfeited and expired
Number of Options Outstanding,Balance		10,953,424
Weighted- Average Exercise Price,Balance		$ 0.73
Weighted- Average Remaining Contractual Life (years),Balance		6 years 1 month 9 days
Aggregate Intrinsic Value,Balance

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of the equity incentive plan RSU activity	6 Months Ended
	Dec. 31, 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	2,036,629
Weighted- Average Grant Date Fair Value,Granted | $ / shares	$ 6.85
Number of Awards Outstanding,Vested | shares	(488,660)
VWeighted- Average Grant Date Fair Value,ested | $ / shares	$ 4.56
Number of Awards Outstanding,Forfeited | shares	(95,297)
Weighted- Average Grant Date Fair Value,Forfeited | $ / shares	$ 6.46
Number of Awards Outstanding,Unvested Balance | shares	1,803,098
Weighted- Average Grant Date Fair Value,Unvested Balance | $ / shares	$ 7.02

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		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Stock Based Compensation Expense Excluding Stock Based Compensation In Capitalized Software Abstract
Research and development	$ 132	$ 145	$ 277	$ 250
Sales and marketing	86	114	184	213
General and administrative	614	210	2,541	485
Total	$ 832	$ 469	$ 3,002	$ 948

Net Income (Loss) Per Share (De

Net Income (Loss) Per Share (Details) - shares	3 Months Ended	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022
Earnings Per Share [Abstract]
Weighted average shares of common stock		10,129,619
Weighted average RSUs shares	1,803,098	987,782
Options to purchase		300,376
Weighted average earnout shares	15,000,000	8,315,217

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		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to common stockholders, basic (in Dollars)	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic	50,998,941	27,211,309	40,475,200	27,157,425
Add: Weighted average dilutive effect of stock options, RSUs and warrants			10,299,972
Weighted average shares outstanding – diluted	50,998,941	27,211,309	50,775,172	27,157,425
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.44	$ (1.58)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.35	$ (1.58)

Net Income (Loss) Per Share (_3

Net Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Basic And Diluted Net Income Loss Per Share Abstract
Net income (loss) attributable to common stockholders, diluted	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)

Net Income (Loss) Per Share (_4

Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	31,054,498	20,290,622	10,328,311	20,118,787
Stock options and RSUs [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	12,904,421	12,094,129	198,692	12,107,168
Convertible notes [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share		4,632,311		4,491,455
Common stock warrants [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	18,150,077	3,564,182	10,129,619	3,520,164

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Sep. 16, 2022	Jun. 30, 2022
Related Party Transactions [Abstract] [Standard Label]
Due to related party		$ 1,200,000	$ 9,566
Equity investment	$ 1,000
Investor in exchange (in Shares)	133,133
Restricted stock expense	$ 1,200,000
Fair value of RSU	$ 4.56