Document And Entity Information
Document And Entity Information | 9 Months Ended |
Mar. 31, 2023 | |
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 | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 26,978 | $ 3,017 |
Accounts receivable, net of allowance for doubtful accounts of $135 and $353, respectively | 2,207 | 1,518 |
Inventories | 395 | 869 |
Deferred costs, current | 3,772 | 8,443 |
Prepaid expenses and other current assets | 1,851 | 707 |
Total current assets | 35,203 | 14,554 |
Deferred costs, net of current portion | 22 | 2,842 |
Investment in non-affiliate | 2,000 | |
Deferred transaction costs | 5,765 | |
Property and equipment, net | 1,215 | 1,975 |
Intangible assets, net | 8,436 | 4,226 |
Goodwill | 1,156 | 1,156 |
Other long-term assets | 578 | 18 |
Total assets | 48,610 | 30,536 |
Current liabilities: | ||
Accounts payable | 3,267 | 5,916 |
Accrued liabilities | 4,152 | 6,215 |
Financing obligations, current | 3,720 | 8,840 |
Term loans, current | 53,979 | 25,443 |
Convertible promissory notes and embedded warrants, current | 89,663 | |
Deferred revenue, current | 1,551 | 10,532 |
Total current liabilities | 66,669 | 146,609 |
Financing obligations, net of current | 1,860 | |
PPP loans | 2,000 | |
Warrant liabilities | 1,623 | 4,149 |
Deferred revenue, net of current portion | 264 | 237 |
Other long-term liabilities | 426 | |
Total liabilities | 70,842 | 152,995 |
Commitments and Contingencies (Refer to Note 8) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of March 31, 2023 and June 30, 2022, respectively; no shares issued and outstanding as of March 31, 2023 and June 30, 2022 respectively | ||
Common stock, $0.0001 par value-180,000,000 shares authorized as of March 31, 2023 and June 30, 2022, and 51,921,941 and 27,974,439 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively | 5 | 3 |
Additional paid-in capital | 176,466 | 78,321 |
Accumulated deficit | (198,703) | (200,783) |
Total stockholders’ deficit | (22,232) | (122,459) |
Total liabilities and stockholders’ deficit | $ 48,610 | $ 30,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 135 | $ 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 | 51,921,941 | 27,974,439 |
Common stock, shares outstanding | 51,921,941 | 27,974,439 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||||
Total revenue | $ 6,607 | $ 7,534 | $ 21,316 | $ 22,459 |
Cost of revenue | ||||
Total cost of revenue | 6,118 | 6,521 | 20,385 | 19,827 |
Gross profit | 489 | 1,013 | 931 | 2,632 |
Operating expenses: | ||||
Research and development | 5,496 | 3,927 | 16,877 | 11,733 |
Sales and marketing | 2,127 | 1,966 | 6,753 | 4,791 |
General and administrative | 7,408 | 2,978 | 19,608 | 7,110 |
Loss on infrequent product repairs | 119 | 582 | ||
Total operating expenses | 15,031 | 8,990 | 43,238 | 24,216 |
Loss from operations | (14,542) | (7,977) | (42,307) | (21,584) |
Change in fair value of warrants and convertible promissory notes | 1,599 | 18,102 | 61,043 | (11,668) |
Interest expense | (2,991) | (1,162) | (9,397) | (3,418) |
Loss on extinguishment of debt and financing obligations | (8,095) | |||
Other financing and financial instrument expenses, net | (1,768) | |||
Other income (expense), net | 257 | (12) | 2,612 | 2,629 |
Total other income (expense), net | (1,135) | 16,928 | 44,395 | (12,457) |
Income (loss) before provision for income taxes | (15,677) | 8,951 | 2,088 | (34,041) |
Provision (benefit) for income taxes | 3 | (3) | 8 | 21 |
Net income (loss) and comprehensive income (loss) | (15,680) | 8,954 | 2,080 | (34,062) |
Numerator adjustments for diluted earnings per share: | ||||
Less: Change in fair value of convertible notes | (16,307) | |||
Net income (loss) attributable to common stockholders, diluted | $ (15,680) | $ (7,353) | $ 2,080 | $ (34,062) |
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share) | $ (0.3) | $ 0.33 | $ 0.05 | $ (1.25) |
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ (0.3) | $ (0.23) | $ 0.04 | $ (1.25) |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in Shares) | 51,453,368 | 27,316,602 | 44,173,570 | 27,213,403 |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in Shares) | 51,453,368 | 31,838,707 | 54,539,795 | 27,213,403 |
Platform | ||||
Revenue | ||||
Total revenue | $ 3,088 | $ 5,083 | $ 11,617 | $ 14,754 |
Cost of revenue | ||||
Total cost of revenue | 2,743 | 4,057 | 10,951 | 11,872 |
Transaction | ||||
Revenue | ||||
Total revenue | 3,519 | 2,451 | 9,699 | 7,705 |
Cost of revenue | ||||
Total cost of revenue | 3,084 | 2,185 | 8,561 | 6,749 |
Depreciation and impairment | ||||
Cost of revenue | ||||
Total cost of revenue | $ 291 | $ 279 | $ 873 | $ 1,206 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Convertible Preferred Stock | ||||
Statement [Line Items] | ||||
Balance | $ 28 | $ 28 | ||
Balance (in Shares) | 28,343,420 | 28,343,420 | ||
Retrospective application of recapitalization | $ (28) | $ (28) | ||
Retrospective application of recapitalization (in Shares) | (28,343,420) | (28,343,420) | ||
Adjusted balance, beginning of period | ||||
Adjusted balance, beginning of period (in Shares) | ||||
Issuance of common stock upon exercise of stock options | ||||
Issuance of common stock upon exercise of stock options (in Shares) | ||||
Fair value of issued warrants on common stock | ||||
Issuance of common stock upon net exercise of warrants | ||||
Issuance of common stock | ||||
Issuance of common stock upon vesting of restricted stock units | ||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | ||||
Conversion of convertible notes into common stock | ||||
Reclassification of liability classified warrants to equity | ||||
Contribution by shareholder in conjunction with Credit Agreement | ||||
Earnout shares stock-based compensation | ||||
Merger and PIPE Financing | ||||
Stock-based compensation | ||||
Net Income (Loss) | ||||
Balance | ||||
Balance (in Shares) | ||||
Common Stock | ||||
Statement [Line Items] | ||||
Balance | $ 5 | $ 3 | $ 6 | $ 5 |
Balance (in Shares) | 51,231,608 | 27,260,624 | 6,196,257 | 5,132,354 |
Retrospective application of recapitalization | $ (3) | $ (2) | ||
Retrospective application of recapitalization (in Shares) | 21,778,182 | 21,980,406 | ||
Adjusted balance, beginning of period | $ 3 | $ 3 | ||
Adjusted balance, beginning of period (in Shares) | 27,974,439 | 27,112,760 | ||
Issuance of common stock upon exercise of stock options | ||||
Issuance of common stock upon exercise of stock options (in Shares) | 370,692 | 93,529 | 517,515 | 241,393 |
Fair value of issued warrants on common stock | ||||
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 | ||||
Issuance of common stock (in Shares) | 10,000 | 143,333 | ||
Issuance of common stock upon vesting of restricted stock units | ||||
Issuance of common stock upon vesting of restricted stock units (in Shares) | 309,641 | 798,239 | ||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | ||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement (in Shares) | 323,968 | |||
Conversion of convertible notes into common stock | $ 1 | |||
Conversion of convertible notes into common stock (in Shares) | 8,147,938 | |||
Warrants issued with Credit Agreement | ||||
Reclassification of liability classified warrants to equity | ||||
Contribution by shareholder in conjunction with Credit Agreement | ||||
Earnout shares stock-based compensation | ||||
Merger and PIPE Financing | $ 1 | |||
Merger and PIPE Financing (in Shares) | 13,879,828 | |||
Stock-based compensation | ||||
Net Income (Loss) | ||||
Balance | $ 5 | $ 3 | $ 5 | $ 3 |
Balance (in Shares) | 51,921,941 | 27,354,153 | 51,921,941 | 27,354,153 |
Additional Paid-In Capital | ||||
Statement [Line Items] | ||||
Balance | $ 170,794 | $ 75,459 | $ 78,290 | $ 74,417 |
Retrospective application of recapitalization | 31 | 30 | ||
Adjusted balance, beginning of period | 78,321 | 74,447 | ||
Issuance of common stock upon exercise of stock options | 220 | 46 | 280 | 104 |
Fair value of issued warrants on common stock | 499 | 348 | 1,352 | 348 |
Issuance of common stock upon net exercise of warrants | ||||
Issuance of common stock | 100 | 1,100 | ||
Issuance of common stock upon vesting of restricted stock units | ||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | 2,412 | |||
Conversion of convertible notes into common stock | 41,391 | |||
Warrants issued with Credit Agreement | 2,076 | |||
Reclassification of liability classified warrants to equity | 830 | |||
Contribution by shareholder in conjunction with Credit Agreement | 2,779 | |||
Earnout shares stock-based compensation | 1,604 | 3,478 | ||
Merger and PIPE Financing | 35,737 | |||
Stock-based compensation | 3,249 | 430 | 6,710 | 1,384 |
Net Income (Loss) | ||||
Balance | 176,466 | 76,283 | 176,466 | 76,283 |
Accumulated Deficit | ||||
Statement [Line Items] | ||||
Balance | (183,023) | (187,485) | (200,783) | (144,469) |
Retrospective application of recapitalization | ||||
Adjusted balance, beginning of period | (200,783) | (144,469) | ||
Issuance of common stock upon exercise of stock options | ||||
Fair value of issued warrants on common stock | ||||
Issuance of common stock upon net exercise of warrants | ||||
Issuance of common stock | ||||
Issuance of common stock upon vesting of restricted stock units | ||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | ||||
Conversion of convertible notes into common stock | ||||
Warrants issued with Credit Agreement | ||||
Reclassification of liability classified warrants to equity | ||||
Contribution by shareholder in conjunction with Credit Agreement | ||||
Earnout shares stock-based compensation | ||||
Merger and PIPE Financing | ||||
Stock-based compensation | ||||
Net Income (Loss) | (15,680) | 8,954 | 2,080 | (34,062) |
Balance | (198,703) | (178,531) | (198,703) | (178,531) |
Balance | (12,224) | (112,023) | (122,459) | (70,019) |
Retrospective application of recapitalization | ||||
Adjusted balance, beginning of period | (122,459) | (70,019) | ||
Issuance of common stock upon exercise of stock options | 220 | 46 | 280 | 104 |
Fair value of issued warrants on common stock | 499 | 348 | 1,352 | 348 |
Issuance of common stock upon net exercise of warrants | ||||
Issuance of common stock | 100 | 1,100 | ||
Issuance of common stock upon vesting of restricted stock units | ||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | 2,412 | |||
Conversion of convertible notes into common stock | 41,392 | |||
Warrants issued with Credit Agreement | 2,076 | |||
Reclassification of liability classified warrants to equity | 830 | |||
Contribution by shareholder in conjunction with Credit Agreement | 2,779 | |||
Earnout shares stock-based compensation | 1,604 | 3,478 | ||
Merger and PIPE Financing | 35,738 | |||
Stock-based compensation | 3,249 | 430 | 6,710 | 1,384 |
Net Income (Loss) | (15,680) | 8,954 | 2,080 | (34,062) |
Balance | $ (22,232) | $ (102,245) | $ (22,232) | $ (102,245) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||||
Net income (loss) | $ 2,080 | $ (34,062) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 1,262 | 1,524 | ||
Stock-based compensation | 5,794 | 1,384 | ||
Earnout share stock-based compensation | 3,478 | |||
Contra-revenue associated with warrant agreement (Refer to Note 2) | 1,073 | |||
Noncash expense attributable to fair value liabilities assumed in Merger | 34 | |||
Change in fair value of liability classified warrants | (12,555) | 1,066 | ||
Change in fair value of warrants and convertible promissory notes | (48,271) | 10,602 | ||
Amortization of debt discount and debt issuance costs | 2,433 | 405 | ||
Loss on extinguishment of debt and financing obligations | 8,095 | |||
Paid-in-kind interest expense | 4,604 | 15 | ||
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 | (1,392) | |||
Noncash lease expense | 264 | |||
Loss on disposal off property and equipment | 16 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (689) | (524) | ||
Inventories | 474 | (905) | ||
Deferred costs | 7,769 | 8,978 | ||
Prepaid expenses and other current assets | (742) | 538 | ||
Other long-term assets | (80) | |||
Accounts payable | 1,480 | (4,297) | ||
Vendor financing facility | (6,792) | |||
Accrued liabilities | (2,137) | (2,551) | ||
Deferred revenue | (8,954) | (10,917) | ||
Other long-term liabilities | (247) | (200) | ||
Net cash used in operating activities | (35,719) | (38,415) | ||
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (229) | (214) | ||
Payments relating to capitalized software | (3,584) | (1,249) | ||
Investment in non-affiliate | (2,000) | |||
Net cash used in investing activities | (5,813) | (1,463) | ||
Cash Flows from Financing Activities | ||||
Proceeds from the exercise of common stock options | 280 | 104 | ||
Proceeds from the issuance of term loans | 60,250 | 12,600 | ||
Payment of debt issuance costs | (1,294) | (1,287) | ||
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 | 5,500 | |||
Proceeds from issuance of financing obligations | ||||
Principal payments of financing obligations | (3,669) | (2,009) | ||
Proceeds from the issuance of common stock | 1,100 | |||
Contributions from Merger and PIPE financing, net of transaction costs and other payments | 49,840 | |||
Payments of deferred transaction costs | (1,890) | (1,541) | ||
Net cash provided by financing activities | 65,493 | 13,367 | ||
Net increase (decrease) in cash and cash equivalents | 23,961 | (26,511) | ||
Cash and cash equivalents at beginning of period | 3,017 | 36,909 | ||
Cash and cash equivalents at end of period | $ 26,978 | $ 10,398 | 26,978 | 10,398 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||
Capitalization of stock-based compensation expense to capitalized software | 916 | 9 | ||
Issuance of warrants (Refer to Note 2) | 1,352 | 1,466 | ||
Capital contribution from shareholder in conjunction with Credit Agreement | 2,779 | |||
Issuance of warrants in conjunction with Credit Agreement | 2,705 | |||
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 | 5,584 | |||
Right of use asset in exchange for operating lease liability | 308 | |||
Cancellation of June 2021 Note and related accrued interest, with issuance of February 2022 Note | $ 20,663 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
Summary of Business and Significant Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | 1. Summary of Business and Significant Accounting Policies Description of Business Presto Automation Inc. and 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, $151.5 million 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, $9.5 million 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 $49.8 million 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 March 31, 2023, unrecognized stock -based -average -based -based 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) five (ii) five (iii) five (iv) five 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 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 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 $9.8 million, which is inclusive of a liability for the private warrants of $9.4 million but excludes the $55.4 million 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 $1.9 million, of which $1.8 million and $0.1 million has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for nine months ended March 31, 2023. 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 $1.1 billion, (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 $1.0 billion 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 March 31, 2023, and its results of operations for the three and nine months ended March 31, 2023 and 2022 and cash flows for the nine months ended March 31, 2023 and 2022. The results for the three and nine months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.1 of the Current Report on Form 8 -K 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 has been subject to risks and uncertainties because of the outbreak of COVID -19 -19 -19 -19 The Company took several actions to mitigate the effects of the COVID -19 PPP In the three and nine months ended March 31, 2022, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID -19 -19 repairs of $0.1 million and $0.6 million for the three and nine months ended March 31, 2022, respectively, for this issue. The Company has an outstanding claim to recover the costs from its third -party The severity of any continued impact of the COVID -19 -restaurant -enacted -engagement -term -in -19 Liquidity and Capital Resources As of March 31, 2023 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $27.0 million and $3.0 million, 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 $42.3 million and $21.6 million for the nine months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and June 30, 2022, respectively, the Company had an accumulated deficit of $198.7 million and $200.8 million 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 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 Nine months ended 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % The following restaurant logos accounted for more than 10% of accounts receivable: As of As of Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * The Company also is exposed to vendor concentration risk as it supplies tablets from one vendor and currently source some hardware and software components 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. Financial Institutions Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial institutions with whom we do business were to be placed into receivership, we may be unable to access to the cash we have on deposit with such institutions. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely affected. The Company has $26.5 million in deposits in excess of the FDIC limits at March 31, 2023. 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 Financial Officer, who review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment. 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 six three 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 -line Revenue Recognition During the three and nine months ended March 31, 2023 and 2022, 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 nine months ended March 31, 2023 and 2022. 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, 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: 1. MSA 2. 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. 3. -revenue 4. 5. 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 comparative periods presented. The Company elected certain practical expedients, including the option not to apply lease recognition for short -term -lease The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $0.5 million and $0.5 million, 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 -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 | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue Contract Balances The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable is recorded when the Company contractually has the right to consideration. In some arrangements, a right to consideration for its performance under the customer contract may occur before invoicing to the customer, resulting in contract assets. The amount of contract assets included within accounts receivable before allowances, in the condensed consolidated balance sheets was $0.7 million and $0.5 million as of March 31, 2023 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 twelve -month The following table summarizes the activity in deferred revenue: Deferred Balance as of June 30, 2021 $ 25,623 Additions 2,355 Revenue recognized (13,271 ) Balance as of March 31, 2022 $ 14,707 Deferred Balance as of June 30, 2022 $ 10,769 Additions 2,060 Revenue recognized (11,014 ) Balance as of March 31, 2023 $ 1,815 As of March 31, 2023, approximately $2.8 million of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $2.5 million 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 $5.0 million 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 March 31, 2023 and June 30, 2022, the Company had incurred $0 and $0.2 million of accrued interest expense, respectively. On September 29, 2021, the Company entered into a settlement agreement with Customer A regarding the payment of a $5.0 million marketing development payment and related accrued interest to be made to the customer and $2.0 million 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 $2.0 million 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 no -revenue AI Platform 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 nine months ended March 31, 2023. Transaction Revenue The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 84% – 90% and 83% – 90% of premium content revenue by customer logo for the three and nine months ended March 31, 2023, respectively, while the commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 82% – 90% and 81% – 90% of premium content revenue by customer logo for the three and nine months ended March 31, 2022, respectively. Disaggregation of Revenue No single country other than the United States represented 10% or more of the Company’s revenue during three and nine months ended March 31, 2023 and 2022. For the three and nine months ended March 31, 2023, $0.6 million and $1.5 million of revenue was from leasing arrangements or with predominant leasing components, respectively, while for the three and nine months ended March 31, 2022, $0.5 million and $1.8 million of revenue was from leasing arrangements, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table provides a summary of all financial instruments measured at fair value: As of March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 2,042 $ — $ — $ 2,042 Total financial assets $ 2,042 $ — $ — $ 2,042 Financial liabilities: Unvested founder shares liability $ — $ — $ 196 196 Warrant liabilities — — 1,623 1,623 Total financial liabilities $ — $ — $ 1,819 $ 1,819 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 71.9 % 76.2 % Expected term (in years) 4.5 5.0 Risk-free interest rate 3.6 % 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 Default 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 Fair Value 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 March 31, 2023. 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 As of Risk-free interest rate 3.64 % 3.00 % Expected term (in years) 4.93 5.93 Expected volatility 59.07 % 65.72 % Expected dividend yield — — Exercise price $ 6.15 $ 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 Warrant Unvested Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 5,500 — — Issuance of warrants — 1,118 Change in fair value of warrants and convertible promissory notes 10,602 1,066 — Balance at March 31, 2022 $ 78,683 $ 3,618 $ — Convertible Warrant Unvested Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830 ) — Issuance of warrants — 1,471 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271 ) (12,555 ) (1,392 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at March 31, 2023 $ — $ 1,623 $ 196 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 | 9 Months Ended |
Mar. 31, 2023 | |
Consolidated Balance Sheet Components | |
Consolidated Balance Sheet Components | 4. Consolidated Balance Sheet Components Inventories Inventories consisted of the following: As of As of Finished goods $ 395 $ 869 Total inventories $ 395 $ 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 -affiliated Property and Equipment, net Property and equipment, net consisted of the following: As of As of Tablets $ 5,758 $ 5,663 Computer equipment 625 519 Software 4 562 Total property and equipment 6,387 6,744 Less: accumulated depreciation (5,172 ) (4,769 ) Property and equipment, net $ 1,215 $ 1,975 Depreciation expense was $0.4 million and $1.0 million for the three and nine months ended March 31, 2023, respectively, and $0.2 million and $1.2 million for the three and nine months ended March 31, 2022, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: As of As of Capitalized software $ 7,574 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 9,025 4,586 Less: accumulated amortization (589 ) (360 ) Intangible assets, net $ 8,436 $ 4,226 Intangible assets have weighted -average Years Capitalized software 4 Developed technology 4 Domain Name 15 Amortization expense of intangible assets was $0.1 million and $0.3 million for the three and nine months ended March 31, 2023, respectively, and was less than $20 thousand and $70 thousand for the three and nine months ended March 31, 2022, respectively. Within capitalized software as of March 31, 2023 and June 30, 2022, $7.3 million and $2.8 million are in -process Total future amortization expense for intangible assets was estimated as follows: Remainder of 2023 $ 84 2024 335 2025 335 2026 308 2027 10 Thereafter 56 Total $ 1,128 Accrued Liabilities Accrued liabilities consisted of the following: As of As of Accrued expenses $ 585 $ 2,176 Accrued vacation 954 874 Accrued payroll 672 1,686 Operating lease liability, current 340 — Accrued interest 371 402 Accrued repair cost (Refer to Note 8) 311 724 Accrued sales tax 114 86 Accrued other 805 267 Total accrued liabilities $ 4,152 $ 6,215 Other Long-term Liabilities Other long -term As of As of Unvested founder shares liability $ 196 $ — Operating lease liability, net of current portion 230 — Total other long-term liabilities $ 426 $ — |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Leases | 5. Leases As of March 31, 2023, the Company recorded a right of use asset of $0.6 million within other long -term -term For the three and nine months ended March 31, 2023, the Company recorded operating lease costs of $0.1 million and $0.3 million, respectively. The operating lease costs for the three and nine months ended March 31, 2023 included variable operating lease costs of less than $0.1 million and $0.1 million, respectively. Supplemental information related to the Company’s operating lease was as follows for the nine months ended March 31, 2023: Operating cash flows used for operating lease $ 332 Operating lease liability arising from obtaining ROU asset (1) $ 570 Weighted average remaining lease term 1.1 years Weighted average discount rate 15 % (1) -cancelable Future minimum lease payments under the Company’s non -cancelable As of Remainder of 2023 $ 100 2024 404 2025 143 Gross lease payments 647 Less: imputed interest (77 ) Present value of net future minimum lease payments $ 570 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 nine months ended March 31, 2022 was $0.1 million and $0.3 million, respectively. |
Financing Obligations
Financing Obligations | 9 Months Ended |
Mar. 31, 2023 | |
Financing Obligations Disclosure Abstract | |
Financing Obligations | 6. Financing Obligations The Company’s financing obligations, net of discounts, consist of the following: As of As of Receivable financing facility $ 4,314 $ 5,911 Equipment financing facility 1,266 2,929 Total financing obligations 5,580 8,840 Less: financing obligations, current (3,720 ) (8,840 ) Total financing obligations, noncurrent $ 1,860 $ — 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 On April 15, 2023, the Company entered into an amended and restated investment arrangement to amend the payment due dates and periodic payment amounts to be made under the investment agreement. The amended arrangement calls for payments of principal and interest of $0.7 million, $3.5 million and $0.9 million in fiscal years 2023, 2024 and 2025, respectively. 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 three five 1 -year In fiscal year 2022 and during the nine months ended March 31, 2023, 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 March 31, 2023. We have classified all of our obligations under these arrangements as short -term |
Debt Arrangements
Debt Arrangements | 9 Months Ended |
Mar. 31, 2023 | |
Debt Arrangements [Abstract] | |
Debt Arrangements | 7. Debt Arrangements The Company’s outstanding debt, net of debt discounts, consists of the following: As of As of Convertible promissory notes $ — $ 89,663 Term loans 53,979 25,443 PPP Loan — 2,000 Total debt 53,979 117,106 Less: debt, current (53,979 ) (115,106 ) Total debt, noncurrent $ — $ 2,000 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 $55.0 million (the “Term Loans”). In March 2023, the Company entered into a First Amendment to Credit Agreement (the “First Amendment”) in which the parties amended certain covenants and payment provisions of the existing Credit Agreement. In connection with the First Amendment, the Company entered into the Amended and Restated Fee Letter (the “Fee Letter”) with Metropolitan, pursuant to which Presto paid an amendment fee equal to $0.2 million and granted warrants to purchase 400,000 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 nine 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 nine 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 minimum cash covenant requires us to maintain cash in a separate account in an amount equal to the prior six months of operating expenses plus $1.1 million. The Company was unable to comply with these financial covenants and, as noted below, have obtained a waiver. 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%. On March 31, 2023, the Company obtained a waiver, pursuant to the First Amendment noted above, of the minimum cash covenant for February 28, 2023 and March 31, 2023, the net leverage ratio for the period from February 28, 2023 through May 31, 2023 and any default occurring from the separation of the Company’s chief executive officer from the Board of Directors in March 2023. The Company is seeking a further waiver in conjunction with its efforts to raise additional financing. The Company is in compliance with all other applicable covenants. However, since the Company cannot be certain it will be in compliance with all covenants in the next twelve months if additional financing is not secured, the Company has classified the balance of the Credit Agreement as current on the condensed consolidated balance sheet as of March 31, 2023. 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 $2.1 million 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 $1.0 million in conjunction with the signing of the Credit Agreement which were recorded as a debt discount. During the three and nine months ended March 31, 2023, the Company recorded PIK interest expense amounts of $2.2 million and $4.6 million, respectively, which has been reflected as an increase to the outstanding debt balance. Further, during the three and nine months ended March 31, 2023 the Company recorded interest expense associated with the amortization of debt discounts of $0.6 million and $1.2 million, respectively. Accordingly, as at March 31, 2023, the term loans, noncurrent balance of $54.0 million reflects $55.0 million of principal and $4.6 million of PIK interest accrual, reduced by $5.5 million of unamortized debt issuance costs. The Company had no Convertible Promissory Notes As of June 30, 2022, the Company had $89.7 million 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 nine months ended March 31, 2022 the Company issued the July 2021 notes for $0.5 million of convertible promissory notes and issued the February 2022 notes for $25.7 million and repaid the June 2021 notes for $20.0 million with the February 2022 notes. During the three and nine months ended March 31, 2022, the Company recorded a gain on remeasurement of $19.2 million and loss of $10.6 million, 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 $15.0 million, 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 (described above), on September 21, 2022 the Company repaid the Horizon Loan making a cash disbursement of $17.0 million, of which $15.0 million was repayment of principal and $0.6 million was payment of interest expense and accrued interest. Further on the date of the Merger, $1.7 million 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 nine months ended March 31, 2023. 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 $12.6 million, 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 $5.3 million. 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 $6.0 million on its condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended March 31, 2023. In connection with the entry into the Credit Agreement (described above) on September 21, 2022, the Company repaid all outstanding loans by making a cash disbursement of $22.4 million, of which $17.9 million was repayment of principal and $0.1 million was payment of payable in kind interest. Further $4.4 million of cash was paid related to prepayment and other penalties. Paycheck Protection Program Loans In April 2020, we obtained a Paycheck Protection Program (“PPP”) loan for $2.6 million through the U.S. Small Business Administration. In March 2021, a second PPP loan was obtained in the amount of $2.0 million, for a total of $4.6 million 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 nine months ended March 31, 2022, the Company received forgiveness of the first PPP loan of $2.6 million and recognized income on forgiveness within other income, net. During the nine months ended March 31, 2023, the Company received forgiveness of the second PPP loan of $2.0 million and recognized income on forgiveness within other income, net. Future principal payments on debt for the Company’s fiscal years were as follows: As of 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Warranties, Indemnification, and Contingencies The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. In the three and nine months ended March 31, 2023, the Company has incurred costs to refurbish customer tablets of $0.3 million and $1.2 million, respectively, while in the three and nine months ended March 31, 2022, the Company incurred costs to refurbish customer tablets of $0.8 million and $2.8 million, 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 $0.3 million and $0.7 million 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 March 31, 2023 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 nine months ended March 31, 2022, 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 $0.1 million and $0.6 million of repair and replacement expenses related to this issue during the three and nine months ended March 31, 2022, respectively. The Company provided repair and replacement of its hardware devices to all of its customers as a one -time -19 -party no 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 February 2022, the Company was added as a co -defendant -based -defendants In June 2022, the Company received a favorable arbitrator ruling related to a matter with its third -party |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders | |
Stockholders' Deficit | 9. Stockholders’ Deficit 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 $1.0 million from an investor in exchange for 133,333 -in -in -based -in The Company has the following shares of common stock reserved for future issuance: As of Warrants to purchase common stock 18,815,453 Common stock options and RSUs 14,390,934 Equity awards available for future grants 4,617,400 Earnout shares 14,639,187 52,462,974 |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Warrants Abstract | |
Warrants | 10. Warrants Since inception, the Company has issued warrants in conjunction with various debt financings. The Company accounts for its warrants in accordance with ASC 815 -40 -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 March 31, 2023 Expiration Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common 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 Common March 2028 $ 0.01 400,000 5 Liability Total 18,815,453 As of June 30 , 2022 Expiration Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common 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 coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of March 31, 2023 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 occur. [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 144,377 and 321,943 remained contingent as of March 31, 2023 and June 30, 2022, respectively. Expense related to the cost of 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 | 9 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 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 February 2023, the Company granted an aggregate of 2,721,486 RSUs to its employees, consultants and directors with service -based -based -vest -average In July 2022, the Company granted an aggregate of 836,657 RSUs to its employees and consultants that contain a service -based -based -based -based performance -based -based -vest -average In September 2022, the Company granted 1,200,000 of RSUs to a director and the current interim CEO 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 four -based -based -based -time 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 (511,670 ) 0.54 Forfeited and expired (253,625 ) 1.07 Balance -March 31, 2023 10,448,320 0.73 4.57 Vested and expected to vest at March 31, 2023 10,448,320 0.73 4.57 $ 8,842 Exercisable at March 31, 2023 9,512,184 0.57 4.24 9,591 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 4,758,115 4.80 Vested (798,239 ) 4.28 Forfeited (372,215 ) 4.32 Unvested Balance – March 31, 2023 3,938,087 5.24 Stock-based Compensation Expense Stock -based -based -employees Three months ended Nine months ended 2023 2022 2023 2022 Research and development $ 682 $ 99 $ 959 $ 349 Sales and marketing 177 110 361 323 General and administrative 1,933 221 4,474 706 $ 2,792 $ 430 $ 5,794 $ 1,378 Stock -based -based -average During the three and nine months ended March 31, 2023 the Company recorded $1.6 million and $3.5 million, respectively, of stock -based the three and nine months ended March 31, 2022 associated with earnout shares. Refer to Note 1 for further discussion of compensation recorded related to earnout shares granted to holders of common stock, options and RSUs. Employee Stock Purchase Plan Effective with the closing of the Merger, the Company adopted and employee stock purchase plan (“ESPP”). There was no activity under the plan during the three and nine months ended March 31, 2023, as the Company has not yet conducted any offerings pursuant to the 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 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 | 9 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company is subject to U.S. federal, state, and local corporate income taxes. The Company’s income tax expense was not material for the three and nine months ended March 31, 2023 and 2022. The Company does not expect any material changes in tax position for the remainder of the fiscal year. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 13. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (15,680 ) $ 8,954 $ 2,080 $ (34,062 ) Less: Change in fair value of convertible promissory notes — (16,307 ) — — Net income (loss) attributable to common stockholders, diluted $ (15,680 ) $ (7,353 ) $ 2,080 $ (34,062 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 51,453,368 27,316,602 44,173,570 27,213,403 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,366,225 — Add: Weighted average dilutive effect of convertible promissory notes — 4,522,105 — — Weighted average shares outstanding – diluted 51,453,368 31,838,707 54,539,795 27,213,403 Net income (loss) per share attributable to common stockholders, basic $ (0.30 ) $ 0.33 $ 0.05 $ (1.25 ) Net income (loss) per share attributable to common stockholders, diluted $ (0.30 ) $ (0.23 ) $ 0.04 $ (1.25 ) 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 Nine Months Ended 2023 2022 2023 2022 Stock options and RSUs 13,856,065 11,848,316 356,342 11,903,763 Convertible notes — — — 4,535,520 Common stock warrants 18,154,571 4,582,204 12,509,788 4,372,633 Non-voting common stock warrants — — — — Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 32,010,636 16,430,520 12,866,130 20,811,916 Warrants to purchase a weighted average of 12,509,788 The Company excluded a weighted average of 300,376 options for the three and nine months ended March 31, 2022. These equity awards were excluded from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions were not been satisfied. The Company excluded a weighted average of 14,819,594 and 10,494,505 earnout shares from the calculation of diluted EPS for the three and nine months ended March 31, 2023 as they are subject to market conditions for which the necessary conditions have not been satisfied. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions As of June 30, 2022, the Company had $9.6 million 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 nine months ended March 31, 2023. As of March 31, 2023, the Company has no During the nine months ended March 31, 2023, the Company received an equity investment of $1.0 million from an investor in exchange for 133,133 Additionally, during the nine months ended March 31, 2023, the Company granted 1,200,000 of RSUs to a director and the current interim CEO of the Company with a grant date fair value of $4.56 per RSU. Refer to Note 11 for further details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Receivable Financing Facility As noted in Note 6, on April 15, 2023, the Company entered into an amended and restated investment arrangement to amend the payment due dates and periodic payment amounts to be made under the investment agreement. The agreement calls for payments of principal and interest of $0.7 million, $3.5 million and $0.9 million in fiscal years 2023, 2024 and 2025, respectively. Extended Term of Consulting Agreement On May 3, 2023, the Company entered into an Amendment to the Consulting Agreement with Ashish Gupta (the “Amendment”). The Amendment extends the term of the Consulting Agreement dated March 4, 2023 that provides for Mr. Gupta to continue his advisory to the Company, from May 1, 2023 until July 31, 2023 (the “Extended Term”). In consideration, he will be compensated at a rate of $50,000 per month during the Extended Term. The Amendment also provides for a grant to Mr. Gupta of 250,000 restricted stock units, one half of which will vest in monthly increments during the Extended Term and the remaining half of which will vest upon the achievement of certain targets agreed to by the Company and Mr. Gupta. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
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, $151.5 million 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, $9.5 million 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 $49.8 million 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 March 31, 2023, unrecognized stock -based -average -based -based 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) five (ii) five (iii) five (iv) five 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 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 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 $9.8 million, which is inclusive of a liability for the private warrants of $9.4 million but excludes the $55.4 million 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 $1.9 million, of which $1.8 million and $0.1 million has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for nine months ended March 31, 2023. |
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 $1.1 billion, (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 $1.0 billion 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 March 31, 2023, and its results of operations for the three and nine months ended March 31, 2023 and 2022 and cash flows for the nine months ended March 31, 2023 and 2022. The results for the three and nine months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.1 of the Current Report on Form 8 -K |
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 has been subject to risks and uncertainties because of the outbreak of COVID -19 -19 -19 -19 The Company took several actions to mitigate the effects of the COVID -19 PPP In the three and nine months ended March 31, 2022, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID -19 -19 repairs of $0.1 million and $0.6 million for the three and nine months ended March 31, 2022, respectively, for this issue. The Company has an outstanding claim to recover the costs from its third -party The severity of any continued impact of the COVID -19 -restaurant -enacted -engagement -term -in -19 |
Liquidity and Capital Resources | Liquidity and Capital Resources As of March 31, 2023 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $27.0 million and $3.0 million, 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 $42.3 million and $21.6 million for the nine months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and June 30, 2022, respectively, the Company had an accumulated deficit of $198.7 million and $200.8 million 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 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 | 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 Nine months ended 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % The following restaurant logos accounted for more than 10% of accounts receivable: As of As of Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * The Company also is exposed to vendor concentration risk as it supplies tablets from one vendor and currently source some hardware and software components 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. Financial Institutions Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial institutions with whom we do business were to be placed into receivership, we may be unable to access to the cash we have on deposit with such institutions. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely affected. The Company has $26.5 million in deposits in excess of the FDIC limits at March 31, 2023. |
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 Financial Officer, who review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment. 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 six three 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 -line |
Revenue Recognition | Revenue Recognition During the three and nine months ended March 31, 2023 and 2022, 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 nine months ended March 31, 2023 and 2022. 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, 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: 1. MSA 2. 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. 3. -revenue 4. 5. |
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 comparative periods presented. The Company elected certain practical expedients, including the option not to apply lease recognition for short -term -lease The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $0.5 million and $0.5 million, 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 -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) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Trust Proceeds and PIPE net of transaction costs and other payments | 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) |
Schedule of percentage of concentration risk | Three months ended Nine months ended 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % As of As of Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of deferred revenue | Deferred Balance as of June 30, 2021 $ 25,623 Additions 2,355 Revenue recognized (13,271 ) Balance as of March 31, 2022 $ 14,707 Deferred Balance as of June 30, 2022 $ 10,769 Additions 2,060 Revenue recognized (11,014 ) Balance as of March 31, 2023 $ 1,815 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value of financial instruments | As of March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 2,042 $ — $ — $ 2,042 Total financial assets $ 2,042 $ — $ — $ 2,042 Financial liabilities: Unvested founder shares liability $ — $ — $ 196 196 Warrant liabilities — — 1,623 1,623 Total financial liabilities $ — $ — $ 1,819 $ 1,819 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 June 30, 2022 Next Next Change in Maturity Default 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 As of Risk-free interest rate 3.64 % 3.00 % Expected term (in years) 4.93 5.93 Expected volatility 59.07 % 65.72 % Expected dividend yield — — Exercise price $ 6.15 $ 7.48 |
Schedule of difference between carrying amount and the fair value | As of June 30, 2022 Carrying Amount Fair Value Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663 |
Schedule of changes in fair value of level 3 | Convertible Warrant Unvested Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 5,500 — — Issuance of warrants — 1,118 Change in fair value of warrants and convertible promissory notes 10,602 1,066 — Balance at March 31, 2022 $ 78,683 $ 3,618 $ — Convertible Warrant Unvested Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830 ) — Issuance of warrants — 1,471 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271 ) (12,555 ) (1,392 ) Conversion of warrant liabilities and convertible promissory notes (41,392 ) — — Balance at March 31, 2023 $ — $ 1,623 $ 196 |
Unvested founder shares liability [Member] | |
Fair Value Measurements [Abstract] | |
Schedule of weighted-average assumptions made in estimating the fair value | As of As of Expected volatility 71.9 % 76.2 % Expected term (in years) 4.5 5.0 Risk-free interest rate 3.6 % 3.7 % |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Consolidated Balance Sheet Components | |
Schedule of inventories | As of As of Finished goods $ 395 $ 869 Total inventories $ 395 $ 869 |
Schedule of property and equipment | As of As of Tablets $ 5,758 $ 5,663 Computer equipment 625 519 Software 4 562 Total property and equipment 6,387 6,744 Less: accumulated depreciation (5,172 ) (4,769 ) Property and equipment, net $ 1,215 $ 1,975 |
Schedule of intangible assets | As of As of Capitalized software $ 7,574 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 9,025 4,586 Less: accumulated amortization (589 ) (360 ) Intangible assets, net $ 8,436 $ 4,226 Years Capitalized software 4 Developed technology 4 Domain Name 15 |
Schedule of future amortization expense | Remainder of 2023 $ 84 2024 335 2025 335 2026 308 2027 10 Thereafter 56 Total $ 1,128 |
Schedule of accrued liabilities | As of As of Accrued expenses $ 585 $ 2,176 Accrued vacation 954 874 Accrued payroll 672 1,686 Operating lease liability, current 340 — Accrued interest 371 402 Accrued repair cost (Refer to Note 8) 311 724 Accrued sales tax 114 86 Accrued other 805 267 Total accrued liabilities $ 4,152 $ 6,215 |
Schedule of other long-term liabilities | As of As of Unvested founder shares liability $ 196 $ — Operating lease liability, net of current portion 230 — Total other long-term liabilities $ 426 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Schedule of supplemental information | Operating cash flows used for operating lease $ 332 Operating lease liability arising from obtaining ROU asset (1) $ 570 Weighted average remaining lease term 1.1 years Weighted average discount rate 15 % (1) -cancelable |
Schedule of future minimum lease payments | As of Remainder of 2023 $ 100 2024 404 2025 143 Gross lease payments 647 Less: imputed interest (77 ) Present value of net future minimum lease payments $ 570 |
Schedule of future minimum lease payments - ASC 840 | As of 2023 $ 273 2024 218 2025 127 Total $ 618 |
Financing Obligations (Tables)
Financing Obligations (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Financing Obligations Disclosure Abstract | |
Schedule of financing obligations net of discounts | As of As of Receivable financing facility $ 4,314 $ 5,911 Equipment financing facility 1,266 2,929 Total financing obligations 5,580 8,840 Less: financing obligations, current (3,720 ) (8,840 ) Total financing obligations, noncurrent $ 1,860 $ — |
Debt Arrangements (Tables)
Debt Arrangements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Arrangements [Abstract] | |
Schedule of debt | As of As of Convertible promissory notes $ — $ 89,663 Term loans 53,979 25,443 PPP Loan — 2,000 Total debt 53,979 117,106 Less: debt, current (53,979 ) (115,106 ) Total debt, noncurrent $ — $ 2,000 |
Schedule of maturities of debt | As of 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders | |
Schedule of common stock reserved for future issuance | As of Warrants to purchase common stock 18,815,453 Common stock options and RSUs 14,390,934 Equity awards available for future grants 4,617,400 Earnout shares 14,639,187 52,462,974 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Warrants Abstract | |
Schedule of warrants on common stock outstanding | As of March 31, 2023 Expiration Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common 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 Common March 2028 $ 0.01 400,000 5 Liability Total 18,815,453 As of June 30 , 2022 Expiration Exercise Number of Term Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common 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 coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of March 31, 2023 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 occur. [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 144,377 and 321,943 remained contingent as of March 31, 2023 and June 30, 2022, respectively. Expense related to the cost of 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) | 9 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Schedule 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 (511,670 ) 0.54 Forfeited and expired (253,625 ) 1.07 Balance -March 31, 2023 10,448,320 0.73 4.57 Vested and expected to vest at March 31, 2023 10,448,320 0.73 4.57 $ 8,842 Exercisable at March 31, 2023 9,512,184 0.57 4.24 9,591 |
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 4,758,115 4.80 Vested (798,239 ) 4.28 Forfeited (372,215 ) 4.32 Unvested Balance – March 31, 2023 3,938,087 5.24 |
Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software | Three months ended Nine months ended 2023 2022 2023 2022 Research and development $ 682 $ 99 $ 959 $ 349 Sales and marketing 177 110 361 323 General and administrative 1,933 221 4,474 706 $ 2,792 $ 430 $ 5,794 $ 1,378 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income (loss) per share attributable to common stockholders | Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (15,680 ) $ 8,954 $ 2,080 $ (34,062 ) Less: Change in fair value of convertible promissory notes — (16,307 ) — — Net income (loss) attributable to common stockholders, diluted $ (15,680 ) $ (7,353 ) $ 2,080 $ (34,062 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 51,453,368 27,316,602 44,173,570 27,213,403 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,366,225 — Add: Weighted average dilutive effect of convertible promissory notes — 4,522,105 — — Weighted average shares outstanding – diluted 51,453,368 31,838,707 54,539,795 27,213,403 Net income (loss) per share attributable to common stockholders, basic $ (0.30 ) $ 0.33 $ 0.05 $ (1.25 ) Net income (loss) per share attributable to common stockholders, diluted $ (0.30 ) $ (0.23 ) $ 0.04 $ (1.25 ) |
Schedule of potential weighted average shares of common stock excluded from computation of diluted net loss per share | Three months ended Nine Months Ended 2023 2022 2023 2022 Stock options and RSUs 13,856,065 11,848,316 356,342 11,903,763 Convertible notes — — — 4,535,520 Common stock warrants 18,154,571 4,582,204 12,509,788 4,372,633 Non-voting common stock warrants — — — — Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 32,010,636 16,430,520 12,866,130 20,811,916 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 22, 2022 USD ($) $ / shares shares | Sep. 21, 2022 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Jul. 01, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 30, 2020 USD ($) | |
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Amount placed in trust account | $ 151,500 | ||||||||||||
Unredeemed funds | $ 9,500 | ||||||||||||
Issuance of common stock | $ 100 | $ 1,100 | |||||||||||
Net cash received | 49,800 | ||||||||||||
Repayment of loans | 1,900 | ||||||||||||
Transaction costs | 7,800 | 7,800 | |||||||||||
Other costs | $ 500 | $ 500 | |||||||||||
Shares received (in Shares) | shares | 15,000,000 | 15,000,000 | |||||||||||
Grant date fair value of each earnout share (in Dollars per share) | $ / shares | $ 3.17 | ||||||||||||
Earn out shares (in Shares) | shares | 15,000,000 | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in Shares) | shares | 4,771,116 | ||||||||||||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 | |||||||||
Unrecognized stock-based compensation | $ 11,300 | $ 11,300 | |||||||||||
Weighted average period of recognition | 4 years 6 months | 1 year 6 months | |||||||||||
Number of shares forfeited (in Shares) | shares | 360,813 | ||||||||||||
Founders shares held by sponsors (in Shares) | shares | 444,500 | ||||||||||||
Percentage of shares vested | 20% | ||||||||||||
Stock based compensation expiration period | 5 years | ||||||||||||
Number of consecutive trading days | 40 | ||||||||||||
Number of trading days | 60 | ||||||||||||
Liability for the unvested founder shares | $ 1,600 | ||||||||||||
Gain on remeasurement of unvested founder shares | $ 1,400 | ||||||||||||
Loss on remeasurement of unvested founder shares | $ 200 | ||||||||||||
Shares authorized (in Shares) | shares | 181,500,000 | ||||||||||||
Common stock shares authorized (in Shares) | shares | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | ||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares authorized (in Shares) | shares | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares issued (in Shares) | shares | 50,639,837 | 51,921,941 | 51,921,941 | 27,974,439 | |||||||||
Number of shares warrants (in Shares) | shares | 18,415,453 | ||||||||||||
Exchange ratio (in Dollars per share) | $ / shares | $ 0.8099 | ||||||||||||
Net liabilities | $ 9,800 | $ 9,800 | |||||||||||
Warrant liabilities | 1,623 | 1,623 | $ 4,149 | ||||||||||
Cash-PIPE investment | $ 55,400 | 55,400 | |||||||||||
Annual gross revenue | 1,100,000 | 1,100,000 | |||||||||||
Non-convertible debt | 1,000,000 | 1,000,000 | |||||||||||
Loss on infrequent product repairs | $ 100 | 600 | |||||||||||
Cash and cash equivalents | 26,978 | 26,978 | 3,017 | ||||||||||
Loss from operations | (42,300) | $ (21,600) | |||||||||||
Accumulated deficit | (198,703) | (198,703) | (200,783) | ||||||||||
Cash proceeds from issuance of debt | $ 13,700 | ||||||||||||
Accounts receivable percentage | 10% | ||||||||||||
Deposits in excess of the FDIC limits | $ 26,500 | $ 26,500 | |||||||||||
Number of reportable segments | 1 | ||||||||||||
Number of revenue streams | 2 | 2 | 2 | 2 | |||||||||
Contra-revenue | $ (1,073) | ||||||||||||
Operating lease right of use asset | $ 600 | $ 600 | |||||||||||
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% | ||||||||||||
Private warrants [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Issuance of common stock (in Shares) | shares | 7,133,687 | ||||||||||||
Issuance of common stock | $ 55,400 | ||||||||||||
Warrant liabilities | 9,400 | 9,400 | |||||||||||
General and Administrative Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 1,933 | 221 | 4,474 | 706 | |||||||||
Research and Development Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 682 | 99 | 959 | 349 | |||||||||
Bonus and deferred consideration expense | 1,800 | ||||||||||||
Selling and Marketing Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 177 | $ 110 | $ 361 | 323 | |||||||||
Bonus and deferred consideration expense | 100 | ||||||||||||
Third Anniversary [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Common stock shares issued (in Shares) | shares | 7,500,000 | ||||||||||||
Number of trading days | 20 | ||||||||||||
Number of consecutive trading days | 30 | ||||||||||||
Fifth Anniversary [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Common stock shares issued (in Shares) | shares | 7,500,000 | ||||||||||||
Number of trading days | 20 | ||||||||||||
Number of consecutive trading days | 30 | ||||||||||||
Earnout Shares [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 1,600 | $ 3,500 | |||||||||||
Earnout Shares [Member] | General and Administrative Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 1,100 | 2,300 | |||||||||||
Earnout Shares [Member] | Research and Development Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 400 | 1,000 | |||||||||||
Earnout Shares [Member] | Selling and Marketing Expense [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | 68 | $ 200 | |||||||||||
Legacy Presto LLC [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Issuance of common stock (in Shares) | shares | 260,000 | ||||||||||||
Net cash received | $ 49,800 | ||||||||||||
Transaction costs | 2,100 | 2,100 | |||||||||||
Payment of transaction cost | 4,900 | ||||||||||||
Transaction cost | 3,200 | 3,200 | |||||||||||
Unpaid transaction costs | $ 10,400 | $ 10,400 | |||||||||||
Converted per share (in Dollars per share) | $ / shares | $ 0.8099 | $ 0.8099 | |||||||||||
Cyborg Ops [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Compensation expense | $ 800 | ||||||||||||
Bonus and deferred consideration expense | $ 1,900 | ||||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Operating lease right of use asset | $ 500 | ||||||||||||
Minimum [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Remaining lease term | 6 months | 6 months | |||||||||||
Contract term | 12 months | ||||||||||||
Minimum [Member] | Third Anniversary [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 12.5 | $ 12.5 | |||||||||||
Minimum [Member] | Fifth Anniversary [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 15 | $ 15 | |||||||||||
Maximum [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock based compensation expiration period | 10 years | ||||||||||||
Remaining lease term | 3 years | 3 years | |||||||||||
Contract term | 48 months | ||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 12 | ||||||||||||
Percentage of shares vested | 25% | ||||||||||||
Stock based compensation expiration period | 5 years | ||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 15 | ||||||||||||
Percentage of shares vested | 25% | ||||||||||||
Stock based compensation expiration period | 5 years | ||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 20 | ||||||||||||
Percentage of shares vested | 25% | ||||||||||||
Stock based compensation expiration period | 5 years | ||||||||||||
Share-Based Payment Arrangement, Tranche Four [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Stock price (in Dollars per share) | $ / shares | $ 25 | ||||||||||||
Percentage of shares vested | 25% | ||||||||||||
Stock based compensation expiration period | 5 years | ||||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Loan received | $ 2,000 | $ 2,600 | |||||||||||
Forgiveness of PPP Loan | $ 2,000 | $ 2,600 | $ 2,000 | $ 2,600 | |||||||||
AI Platform [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Contra-revenue | $ 500 | 1,100 | |||||||||||
Liquidity and Capital Resources [Member] | |||||||||||||
Summary of Business and Significant Accounting Policies (Details) [Line Items] | |||||||||||||
Cash and cash equivalents | 27,000 | 27,000 | 3,000 | ||||||||||
Accumulated deficit | $ (198,700) | $ (198,700) | $ (200,800) |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies (Details) - Schedule of Trust Proceeds and PIPE net of transaction costs and other payments - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 22, 2022 | Mar. 31, 2023 | ||
Schedule of Trust Proceeds and PIPE net of transaction costs and other payments [Abstract] | |||
Cash—Ventoux Trust and working capital cash | $ 9,584 | ||
Cash—PIPE investment | $ 55,400 | 55,400 | |
Less: transaction costs and other payments | [1] | (15,144) | |
Total | $ 49,840 | ||
[1]Amount reflects (1) the repayment of $1.9 million of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7.8 million in Ventoux transaction costs related to the Merger, (3) the payment of $4.9 million 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 $0.5 million. Legacy Presto also incurred $2.1 million in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3.2 million in transaction costs which were either paid prior to or after the Merger. As of March 31, 2023, all of the transaction costs incurred by Legacy Presto have been fully paid. Accordingly, in total Legacy Presto incurred transaction costs amounting to $10.4 million. |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies (Details) - Schedule of percentage of concentration risk - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Benchmark [Member] | Customer A [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 62% | 51% | 61% | 51% | ||
Revenue Benchmark [Member] | Customer B [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 16% | 26% | 21% | 26% | ||
Revenue Benchmark [Member] | Customer C [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 18% | 14% | 15% | 16% | ||
Revenue Benchmark [Member] | Major Customers [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 96% | 91% | 97% | 93% | ||
Accounts Receivable [Member] | Customer A [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 39% | 31% | ||||
Accounts Receivable [Member] | Customer B [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 20% | 41% | ||||
Accounts Receivable [Member] | Major Customers [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 86% | 83% | ||||
Accounts Receivable [Member] | Customer D [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 27% | 11% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2021 | Jul. 29, 2019 | Oct. 31, 2021 | Jul. 29, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Oct. 29, 2021 | |
Revenue (Details) [Line Items] | |||||||||||
Contract assets | $ 700 | $ 700 | $ 500 | ||||||||
Revenue recognized under the contract over | 4 years | ||||||||||
Accrued interest | 371 | 371 | 402 | ||||||||
Value of alternative installation and replacement services | $ 100 | $ 500 | |||||||||
Loss on infrequent product repairs | 119 | 582 | |||||||||
Accounts payable | 1,480 | (4,297) | |||||||||
Interest expense | 2,991 | 1,162 | 9,397 | 3,418 | |||||||
Warrants to purchase shares of common stock (in Shares) | 404,961 | ||||||||||
Contra revenue recognized related to the warrant | (1,073) | ||||||||||
Revenue from leasing arrangements | 600 | $ 500 | 1,500 | $ 1,800 | |||||||
AI Platform [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Contra revenue recognized related to the warrant | $ 500 | $ 1,100 | |||||||||
Percent of revenue paid to vendor | 64% | 68% | |||||||||
Maximum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Performance obligations for customer contracts | $ 2,800 | $ 2,800 | |||||||||
Maximum [Member] | Gaming [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Commission paid to restaurants | 90% | 90% | |||||||||
Premium content revenue | 90% | 90% | |||||||||
Minimum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Performance obligations for customer contracts | $ 2,500 | $ 2,500 | |||||||||
Minimum [Member] | Gaming [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Commission paid to restaurants | 84% | 82% | |||||||||
Premium content revenue | 83% | 81% | |||||||||
Customer A [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Marketing development expense | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||||
Percentage of interest accrued on unpaid balance | 12% | ||||||||||
Accrued interest | 0 | 0 | $ 200 | ||||||||
Handheld services payable | 2,000 | ||||||||||
Value of alternative installation and replacement services | 2,000 | $ 100 | $ 500 | ||||||||
Cover expenses | 3,300 | ||||||||||
Accrued interest waived | 800 | ||||||||||
Cancellation of refund request | 2,000 | ||||||||||
Loss on infrequent product repairs | $ 2,900 | ||||||||||
Accounts payable | $ 3,200 | 2,400 | |||||||||
Reduction to deferred revenue | 300 | ||||||||||
Prepaid interest | $ 200 | ||||||||||
Interest expense | $ 200 | ||||||||||
Customer A [Member] | Maximum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Marketing development expense | 5,000 | ||||||||||
Customer A [Member] | Minimum [Member] | |||||||||||
Revenue (Details) [Line Items] | |||||||||||
Marketing development expense | $ 3,200 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of deferred revenue - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Deferred Revenue Abstract | ||
Deferred revenue, beginning of year | $ 10,769 | $ 25,623 |
Additions | 2,060 | 2,355 |
Revenue recognized | (11,014) | (13,271) |
Deferred revenue, end of period | $ 1,815 | $ 14,707 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Mar. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Convertible promissory notes and embedded warrants | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of financial instruments - Fair Value Measurements Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Financial assets: | ||
Total financial assets | $ 2,042 | |
Financial liabilities: | ||
Total financial liabilities | 1,819 | $ 93,812 |
Money market funds [Member] | ||
Financial assets: | ||
Total financial assets | 2,042 | |
Unvested founder shares liability [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 196 | |
Warrant [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 1,623 | 4,149 |
Convertible promissory notes and embedded warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 89,663 | |
Level 1 [Member] | ||
Financial assets: | ||
Total financial assets | 2,042 | |
Financial liabilities: | ||
Total financial liabilities | ||
Level 1 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Total financial assets | 2,042 | |
Level 1 [Member] | Unvested founder shares liability [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 1 [Member] | Warrant [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 1 [Member] | Convertible promissory notes and embedded warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 2 [Member] | ||
Financial assets: | ||
Total financial assets | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 2 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Total financial assets | ||
Level 2 [Member] | Unvested founder shares liability [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 2 [Member] | Warrant [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 2 [Member] | Convertible promissory notes and embedded warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | ||
Level 3 [Member] | ||
Financial assets: | ||
Total financial assets | ||
Financial liabilities: | ||
Total financial liabilities | 1,819 | 93,812 |
Level 3 [Member] | Money market funds [Member] | ||
Financial assets: | ||
Total financial assets | ||
Level 3 [Member] | Unvested founder shares liability [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 196 | |
Level 3 [Member] | Warrant [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 1,623 | 4,149 |
Level 3 [Member] | Convertible promissory notes and embedded warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 89,663 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of weighted-average assumptions made in estimating the fair value | Mar. 31, 2023 | Sep. 21, 2022 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unvested founder share liability, measurement input | 71.9 | 76.2 |
Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unvested founder share liability, measurement input | 4.5 | 5 |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unvested founder share liability, measurement input | 3.6 | 3.7 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of weighted-average assumptions made in estimating the fair value | Mar. 31, 2023 | Jun. 30, 2022 |
Probability of conversion [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | ||
Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | ||
Discount rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | ||
Private Financing [Member] | Probability of conversion [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 10 | |
Private Financing [Member] | Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 0.3 | |
Private Financing [Member] | Discount rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 16.5 | |
Public Financing [Member] | Probability of conversion [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 80 | |
Public Financing [Member] | Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 0.2 | |
Public Financing [Member] | Discount rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 16.5 | |
Change in Control [Member] | Probability of conversion [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 5 | |
Change in Control [Member] | Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 0.2 | |
Change in Control [Member] | Discount rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 16.5 | |
Maturity Date [Member] | Probability of conversion [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 5 | |
Maturity Date [Member] | Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 0.3 | |
Maturity Date [Member] | Discount rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | ||
Level 3 [Member] | Expected term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 4.93 | 5.93 |
Level 3 [Member] | Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 3.64 | 3 |
Level 3 [Member] | Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 59.07 | 65.72 |
Level 3 [Member] | Expected dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | ||
Level 3 [Member] | Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement inputs | 6.15 | 7.48 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of difference between carrying amount and the fair value - Level 3 [Member] $ in Thousands | Jun. 30, 2022 USD ($) |
Carrying Amount [Member] | |
Fair Value Measurements (Details) - Schedule of difference between carrying amount and the fair value [Line Items] | |
Convertible promissory notes and embedded warrants | $ 51,816 |
Amount Charged to Earnings [Member] | |
Fair Value Measurements (Details) - Schedule of difference between carrying amount and the fair value [Line Items] | |
Convertible promissory notes and embedded warrants | 37,847 |
Fair Value [Member] | |
Fair Value Measurements (Details) - Schedule of difference between carrying amount and the fair value [Line Items] | |
Convertible promissory notes and embedded warrants | $ 89,663 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of changes in fair value of level 3 - Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Convertible promissory notes and embedded warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 89,663 | $ 62,581 |
Reclassification of liability classified warrants to equity | ||
Issuance of convertible promissory notes | 5,500 | |
Issuance of warrants | ||
Recognition of warrants and unvested founder shares liabilities assumed upon Merger | ||
Change in fair value | (48,271) | 10,602 |
Conversion of warrant liabilities and convertible promissory notes | (41,392) | |
Balance at the end of period | 78,683 | |
Warrant liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [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 | ||
Issuance of warrants | 1,471 | 1,118 |
Recognition of warrants and unvested founder shares liabilities assumed upon Merger | 9,388 | |
Change in fair value | (12,555) | 1,066 |
Conversion of warrant liabilities and convertible promissory notes | ||
Balance at the end of period | 1,623 | 3,618 |
Unvested founder shares liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | ||
Reclassification of liability classified warrants to equity | ||
Issuance of convertible promissory notes | ||
Issuance of warrants | ||
Recognition of warrants and unvested founder shares liabilities assumed upon Merger | 1,588 | |
Change in fair value | (1,392) | |
Conversion of warrant liabilities and convertible promissory notes | ||
Balance at the end of period | $ 196 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components (Details) [Line Items] | ||||||
Investment in non-affiliated entity | $ 2,000 | $ 2,000 | ||||
Depreciation expense | $ 400 | $ 200 | 1,000 | 1,200 | ||
Amortization expense of intangible assets | $ 100 | $ 20 | 300 | 70 | ||
Software Development [Member] | ||||||
Consolidated Balance Sheet Components (Details) [Line Items] | ||||||
Amortization expense of intangible assets | $ 7,300 | $ 2,800 | ||||
Loss on impairment | $ 100 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components (Details) - Schedule of inventories - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Finished goods | $ 395 | $ 869 |
Total inventories | $ 395 | $ 869 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,387 | $ 6,744 |
Less: accumulated depreciation | (5,172) | (4,769) |
Property and equipment, net | 1,215 | 1,975 |
Tablets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,758 | 5,663 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 625 | 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 | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 9,025 | $ 4,586 |
Less: accumulated amortization | (589) | (360) |
Total | 8,436 | 4,226 |
Capitalized software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 7,574 | 3,135 |
Intangible assets weighted average amortization periods | 4 years | |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,300 | 1,300 |
Intangible assets weighted average amortization periods | 4 years | |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 151 | $ 151 |
Intangible assets weighted average amortization periods | 15 years |
Consolidated Balance Sheet Co_7
Consolidated Balance Sheet Components (Details) - Schedule of future amortization expense $ in Thousands | Mar. 31, 2023 USD ($) |
Consolidated Balance Sheet Components | |
Remainder of 2023 | $ 84 |
2024 | 335 |
2025 | 335 |
2026 | 308 |
2027 | 10 |
Thereafter | 56 |
Total | $ 1,128 |
Consolidated Balance Sheet Co_8
Consolidated Balance Sheet Components (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Accrued expenses | $ 585 | $ 2,176 |
Accrued vacation | 954 | 874 |
Accrued payroll | 672 | 1,686 |
Operating lease liability, current portion | 340 | |
Accrued interest | 371 | 402 |
Accrued repair cost (Refer to Note 8) | 311 | 724 |
Accrued sales tax | 114 | 86 |
Accrued other | 805 | 267 |
Total accrued liabilities | $ 4,152 | $ 6,215 |
Consolidated Balance Sheet Co_9
Consolidated Balance Sheet Components (Details) - Schedule of other long-term liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Unvested founder shares liability | $ 196 | |
Operating lease liability, net of current portion | 230 | |
Total other long-term liabilities | $ 426 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jul. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |||
Right of use asset | $ 0.6 | $ 0.6 | |
Operating lease liability | 0.6 | 0.6 | |
Accrued liabilities | 0.3 | 0.3 | |
Other long-term liabilities | 0.2 | 0.2 | |
Operating lease costs | 0.1 | 0.3 | |
Variable operating lease costs | 0.1 | 0.1 | |
Operating leases | $ 0.5 | $ 0.1 | 0.3 |
Non-cancelable operating lease | $ 0.3 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of supplemental information $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Schedule of Supplemental Information [Abstract] | ||
Operating cash flows used for operating lease | $ 332 | |
Operating lease liability arising from obtaining ROU asset (1) | $ 570 | [1] |
Weighted average remaining lease term | 1 year 1 month 6 days | |
Weighted average discount rate | 15% | |
[1]Amount includes $0.5 million related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $0.3 million related to the Company entering into a new non -cancelable |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments $ in Thousands | Mar. 31, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
Remainder of 2023 | $ 100 |
2024 | 404 |
2025 | 143 |
Gross lease payments | 647 |
Less: imputed interest | (77) |
Present value of net future minimum lease payments | $ 570 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of future minimum lease payments - ASC 840 $ in Thousands | Jun. 30, 2022 USD ($) |
Schedule of Future Minimum Lease Payments Asc840 [Abstract] | |
2023 | $ 273 |
2024 | 218 |
2025 | 127 |
Total | $ 618 |
Financing Obligations (Details)
Financing Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Apr. 15, 2023 | Nov. 21, 2022 | Apr. 27, 2021 | Jan. 01, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Financing Obligations [Abstract] | ||||||||
Repayment of term loans | $ 400 | $ 32,980 | ||||||
Loss on extinguishment of debt | $ 300 | $ (8,095) | ||||||
Receivable Financing Facility [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Debt term | 5 years | |||||||
Earliest Period Specified Under The Arrangement [Member] | Receivable Financing Facility [Member] | Subsequent Event [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Repayment of debt | $ 700 | |||||||
Second Period Specified Under The Arrangement [Member] | Receivable Financing Facility [Member] | Subsequent Event [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Repayment of debt | 3,500 | |||||||
Third Period Specified Under The Arrangement [Member] | Receivable Financing Facility [Member] | Subsequent Event [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Repayment of debt | $ 900 | |||||||
Tablet [Member] | Equipment Financing Facility [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Lease term | 4 years | |||||||
Tablet [Member] | Equipment Financing Facility [Member] | Minimum [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Debt term | 3 years | |||||||
Debt interest rate | 8% | |||||||
Tablet [Member] | Equipment Financing Facility [Member] | Maximum [Member] | ||||||||
Financing Obligations [Abstract] | ||||||||
Debt term | 5 years | |||||||
Debt interest rate | 14% |
Financing Obligations (Detail_2
Financing Obligations (Details) - Schedule of financing obligations net of discounts - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Financing Obligations (Details) - Schedule of financing obligations net of discounts [Line Items] | ||
Total financing obligations | $ 5,580 | $ 8,840 |
Less: financing obligations, current | (3,720) | (8,840) |
Total financing obligations, noncurrent | 1,860 | |
Receivable Financing Facility [Member] | ||
Financing Obligations (Details) - Schedule of financing obligations net of discounts [Line Items] | ||
Total financing obligations | 4,314 | 5,911 |
Equipment Financing Facility [Member] | ||
Financing Obligations (Details) - Schedule of financing obligations net of discounts [Line Items] | ||
Total financing obligations | $ 1,266 | $ 2,929 |
Debt Arrangements (Details)
Debt Arrangements (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Nov. 21, 2022 USD ($) | Sep. 21, 2022 USD ($) shares | Mar. 11, 2022 USD ($) shares | Mar. 04, 2021 USD ($) | Jul. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 22, 2022 shares | Aug. 04, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | |
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Number of shares warrants can be converted (in Shares) | shares | 18,415,453 | ||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 6.53 | $ 6.53 | $ 6.53 | ||||||||||||
Warrants issued with credit agreement | $ 2,076,000 | ||||||||||||||
Fair value of convertible promissory note | $ 0 | 0 | |||||||||||||
Loss on extinguishment of debt and financing obligations | $ 300,000 | (8,095,000) | |||||||||||||
Loan | $ 3,720,000 | $ 3,720,000 | $ 8,840,000 | ||||||||||||
Maximum [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt covenant net leverage ratio | 1.2 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt covenant net leverage ratio | 1 | 1 | |||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt conversion, shares issued (in Shares) | shares | 8,147,938 | ||||||||||||||
Fair value of convertible promissory note | $ 41,400,000 | $ 41,400,000 | 89,700,000 | ||||||||||||
Gain (loss) on remeasurement | $ 19,200,000 | 48,300,000 | 10,600,000 | ||||||||||||
Adjustment to additional paid in capital, reclassification on conversion of convertible debt | 41,400,000 | ||||||||||||||
July 2021 Notes [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Proceeds from issuance of promissory notes | 500,000 | ||||||||||||||
Repayment of notes | 20,000,000 | ||||||||||||||
February 2022 Notes [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Proceeds from issuance of promissory notes | 25,700,000 | ||||||||||||||
Term Loans [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt principal amount | $ 55,000,000 | ||||||||||||||
Debt issuance costs | $ 200,000 | $ 200,000 | |||||||||||||
Number of shares warrants can be converted (in Shares) | shares | 400,000 | 400,000 | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Discount | $ 800,000 | $ 800,000 | |||||||||||||
Debt interest rate | 15% | ||||||||||||||
Term loans, noncurrent | 54,000,000 | 54,000,000 | |||||||||||||
Term loans principal outstanding | 55,000,000 | 55,000,000 | |||||||||||||
Payment in kind interest accrual net | 4,600,000 | 4,600,000 | |||||||||||||
Unamortized debt issuance expense | 5,500,000 | 5,500,000 | |||||||||||||
Credit Agreement [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt issuance costs | $ 1,000,000 | ||||||||||||||
Discount | 2,800,000 | ||||||||||||||
Amount of cash on top of prior six months of operating expenses held in a separate account, per the cash covenant | $ 1,100,000 | ||||||||||||||
The amount the interest rate could increase due to various provisions of the credit agreement | 5% | ||||||||||||||
Number of shares (in Shares) | shares | 1,500,000 | ||||||||||||||
Warrants issued with credit agreement | $ 2,100,000 | ||||||||||||||
Debt conversion, shares issued (in Shares) | shares | 600,000 | ||||||||||||||
Payment in kind interest | 2,200,000 | 4,600,000 | |||||||||||||
Amortization of debt discount | $ 600,000 | 1,200,000 | |||||||||||||
Horizon Term Loan [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt principal amount | $ 15,000,000 | ||||||||||||||
Debt term | 24 years | 54 years | |||||||||||||
Number of payment of accrued interest | 24 | ||||||||||||||
Number of payment of principal and accrued interest | 30 | ||||||||||||||
Cash disbursement for loan repayment | $ 17,000,000 | ||||||||||||||
Repayment of principal amount | 15,000,000 | ||||||||||||||
Payment of interest amount | 600,000 | ||||||||||||||
Loss on extinguishment of debt and financing obligations | 1,700,000 | ||||||||||||||
Horizon Term Loan [Member] | Prime Rate [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt interest variable rate | 6.50% | ||||||||||||||
Lago Term Loans [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt principal amount | $ 12,600,000 | ||||||||||||||
Number of shares warrants can be converted (in Shares) | shares | 169,310 | ||||||||||||||
Cash disbursement for loan repayment | 22,400,000 | ||||||||||||||
Repayment of principal amount | 17,900,000 | ||||||||||||||
Payment of interest amount | 100,000 | ||||||||||||||
Debt instrument, interest rate, paid in kind, percentage | 2% | ||||||||||||||
Number of interest only payment dates | 12 | ||||||||||||||
Loan | $ 5,300,000 | ||||||||||||||
Loss on extinguishment of debt and financing obligations | 6,000,000 | ||||||||||||||
Cash paid | $ 4,400,000 | ||||||||||||||
Lago Term Loans [Member] | Warrant [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Number of shares warrants can be converted (in Shares) | shares | 205,602 | ||||||||||||||
Lago Term Loans [Member] | Minimum [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt interest rate | 12% | ||||||||||||||
Debt interest variable rate | 1% | ||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt principal amount | $ 2,000,000 | $ 2,600,000 | |||||||||||||
Received loan | $ 4,600,000 | ||||||||||||||
Mortgage interest percentage | 60% | ||||||||||||||
Forgiveness of ppp loan | $ 2,000,000 | $ 2,600,000 | $ 2,000,000 | $ 2,600,000 | |||||||||||
Credit Agreement [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Term loans principal outstanding | |||||||||||||||
Credit Agreement [Member] | Term Loans [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Debt term | 18 months | ||||||||||||||
Debt Interest Period of Time, One [Member] | Term Loans [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Percentage of capitalized interest payment | 100% | ||||||||||||||
Debt Interest Period of Time, Two [Member] | Term Loans [Member] | |||||||||||||||
Debt Arrangements (Details) [Line Items] | |||||||||||||||
Percentage of capitalized interest payment | 50% |
Debt Arrangements (Details) - S
Debt Arrangements (Details) - Schedule of debt - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Schedule of Debt [Abstract] | ||
Total debt | $ 53,979 | $ 117,106 |
Less: debt, current | (53,979) | (115,106) |
Total debt, noncurrent | 2,000 | |
Convertible Notes Payable [Member] | ||
Schedule of Debt [Abstract] | ||
Total debt | 89,663 | |
Term Loans [Member] | ||
Schedule of Debt [Abstract] | ||
Total debt | 53,979 | 25,443 |
Paycheck Protection Program [Member] | ||
Schedule of Debt [Abstract] | ||
Total debt | $ 2,000 |
Debt Arrangements (Details) -_2
Debt Arrangements (Details) - Schedule of maturities of debt | Mar. 31, 2023 USD ($) |
Schedule of Maturities of 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 Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Cost incurred | $ 0.1 | $ 0.6 | |||
Accrued liabilities [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Expected repair costs accrual | $ 0.7 | 0.3 | 0.3 | ||
Third-party subcontractor [Member] | Settled Litigation [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Amount received from third party | $ 11.3 | ||||
Cost of revenue [Member] | Platform [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Cost incurred | $ 0.3 | $ 0.8 | $ 1.2 | $ 2.8 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 21, 2022 USD ($) shares | Sep. 15, 2022 USD ($) shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 22, 2022 shares | Jun. 30, 2022 shares | |
Stockholders' Deficit (Details) [Line Items] | ||||||||
Common stock shares authorized | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | |||
Preferred stock shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||
Voting rights | Vote | 1 | |||||||
Proceeds from the issuance of common stock (in Dollars) | $ | $ 1,100 | |||||||
Number of shares warrants can be converted to | 18,415,453 | |||||||
Other Financing and Financial Instrument (Costs) Income, Net (in Dollars) | $ | (1,768) | |||||||
Silver rock [Member] | ||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||
Issuance of common stock (in shares) | 322,868 | |||||||
Shares held by investor | 400,000 | |||||||
Termination fee (in Dollars) | $ | $ 1,600 | |||||||
Expenses agreed to pay (in Dollars) | $ | $ 500 | |||||||
Number of shares warrants can be converted to | 500,000 | |||||||
Other Financing and Financial Instrument (Costs) Income, Net (in Dollars) | $ | $ 800 | |||||||
Investor [Member] | ||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||
Proceeds from the issuance of common stock (in Dollars) | $ | $ 1,000 | $ 1,000 | ||||||
Issuance of common stock (in shares) | 133,333 | 133,133 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance | Mar. 31, 2023 shares |
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance [Line Items] | |
Common stock reserved for future issuance | 52,462,974 |
Warrants to Purchase Common Stock [Member] | |
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance [Line Items] | |
Common stock reserved for future issuance | 18,815,453 |
Common stock options and RSUs [Member] | |
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance [Line Items] | |
Common stock reserved for future issuance | 14,390,934 |
Earnout shares [Member] | |
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance [Line Items] | |
Common stock reserved for future issuance | 14,639,187 |
Equity awards available for future grants [Member] | |
Stockholders' Deficit (Details) - Schedule of common stock reserved for future issuance [Line Items] | |
Common stock reserved for future issuance | 4,617,400 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Aug. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Oct. 29, 2021 | Mar. 05, 2021 | Mar. 11, 2016 | |
Warrants (Details) [Line Items] | |||||||
Issuance of warrants | 169,309 | ||||||
Warrants net exercised | 404,961 | ||||||
Common stock, shares issued | 136,681 | ||||||
Credit agreement | 1,500,000 | ||||||
Warrants Equity Amount (in Dollars) | $ 800 | ||||||
Aggregate warrant intrinsic value (in Dollars) | $ 1,900,000 | $ 1,900,000 | |||||
Exercise Price of Warrant (in Dollars per share) | $ 6.53 | $ 6.53 | |||||
Warrants issued | 404,961 | ||||||
Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants net exercised | 141,970 | ||||||
Expire term | 5 years | 10 years | |||||
Public Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants net exercised | 8,625,000 | ||||||
Private Placement [Member] | |||||||
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 Loan [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants net exercised | 294,725 | ||||||
Common Warrants Seven [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Number of contingent warrants outstanding | 144,377 | 321,943 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of warrants on common stock outstanding - $ / shares | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2022 | ||||
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items] | |||||
Exercise Price | $ 6.53 | $ 6.53 | |||
Number of Shares | 18,815,453 | 4,713,303 | |||
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 | [6] | [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 | ||||
Common 16 [Member] | |||||
Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items] | |||||
Expiration date | March 2028 | ||||
Exercise Price | $ 0.01 | ||||
Number of Shares | 400,000 | ||||
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 occur.[2]Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 144,377 and 321,943 remained contingent as of March 31, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants being recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss).[3]Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.[4]Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger.[5]Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.[6]Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of March 31, 2023 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 21, 2022 | Jun. 30, 2022 | Jun. 11, 2022 | Feb. 28, 2023 | Sep. 30, 2022 | Jul. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | |
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Common stock reserved for future issuance (in Shares) | 4,617,400 | 4,617,400 | |||||||||
Percentage of fair market value | 100% | ||||||||||
Vesting period | 5 years | ||||||||||
Stock based compensation expiration period | 5 years | ||||||||||
Percentage of shares vested | 20% | ||||||||||
Grant date fair value (in Dollars per share) | $ 4.28 | ||||||||||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 | |||||||
Weighted average period of recognition | 4 years 6 months | 1 year 6 months | |||||||||
Stock based compensation expense | $ 700 | ||||||||||
Unrecognized stock-based compensation | 11,300 | $ 11,300 | |||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 4,758,115 | ||||||||||
Grant date fair value (in Dollars per share) | $ 8.75 | ||||||||||
Stock-based expense | $ 1,600 | $ 3,500 | |||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Payroll deductions | 15% | 15% | |||||||||
Offering periods | 6 years | ||||||||||
Fair market value | 85% | ||||||||||
Market value | 85% | ||||||||||
Minimum [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Maximum [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Stock based compensation expiration period | 10 years | ||||||||||
First specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Stock based compensation expiration period | 5 years | ||||||||||
Percentage of shares vested | 25% | ||||||||||
Third specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Stock based compensation expiration period | 5 years | ||||||||||
Percentage of shares vested | 25% | ||||||||||
Second specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Stock based compensation expiration period | 5 years | ||||||||||
Percentage of shares vested | 25% | ||||||||||
Cyborg Ops [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Compensation expense | $ 800 | ||||||||||
Capitalized Software [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Compensation expense | $ 300 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Percentage of shares vested | 56.67% | 25% | |||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 2,721,486 | 836,657 | |||||||||
Grant date fair value (in Dollars per share) | $ 3.26 | $ 8.26 | |||||||||
Compensation expense | 394,000 | ||||||||||
Weighted average period of recognition | 4 years 2 months 26 days | ||||||||||
Common stock shares issued (in Shares) | 350,426 | ||||||||||
Unrecognized stock-based compensation | 2,800 | $ 2,800 | |||||||||
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] | Employees, Consultants And Directors [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Compensation expense | 7,600 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Restricted Stock Units (RSUs) [Member] | Employees and Consultants [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Compensation expense | 900 | $ 900 | |||||||||
Unrecognized stock-based compensation | 2,400 | 2,400 | |||||||||
Restricted Stock Units (RSUs) [Member] | Director and CEO [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Compensation expense | $ 2,600 | ||||||||||
Weighted average period of recognition | 1 year 7 months 6 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] | Director [Member] | First specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Percentage of shares vested | 33.33% | ||||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | Third specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Percentage of shares vested | 10% | ||||||||||
Performance Shares [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Compensation expense | 300 | $ 400 | |||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 600,752 | ||||||||||
Performance Shares [Member] | First specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 300,376 | ||||||||||
Performance Shares [Member] | Second specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 300,376 | 300,376 | |||||||||
Service Based Vesting Award [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Service-based vesting | 4 years | ||||||||||
Minimum [Member] | First specified vesting period [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share based compensation arrangement by share based payment, granted (in Shares) | 300,376 | ||||||||||
Employee Stock Option [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Weighted average period of recognition | 3 years 2 months 1 day | ||||||||||
Unrecognized stock-based compensation | $ 2,000 | $ 2,000 | |||||||||
Other Stock-based Compensation [Member] | |||||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Compensation expense | $ 3,300 | ||||||||||
Weighted average period of recognition | 3 years 1 month 13 days | ||||||||||
Common stock shares issued (in Shares) | 475,638 | ||||||||||
Grant date fair value (in Dollars per share) | $ 8.75 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of the equity incentive plan activity | 9 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Schedule of the Equity Incentive Plan Activity [Abstract] | |
Number of Options Outstanding, Adjusted Balance | shares | 11,213,615 |
Weighted- Average Exercise Price, Adjusted Balance | $ / shares | $ 0.73 |
Weighted- Average Remaining Contractual Life (years), Adjusted Balance | 6 years 7 months 28 days |
Number of Options Outstanding, Exercised | shares | (511,670) |
Weighted- Average Exercise Price, Exercised | $ / shares | $ 0.54 |
Number of Options Outstanding, Forfeited and expired | shares | (253,625) |
Weighted- Average Exercise Price, Forfeited and expired | $ / shares | $ 1.07 |
Number of Options Outstanding, Balance | shares | 10,448,320 |
Weighted- Average Exercise Price, Balance | $ / shares | $ 0.73 |
Weighted- Average Remaining Contractual Life (years), Balance | 4 years 6 months 25 days |
Number of Options Outstanding, Vested and expected to vest | shares | 10,448,320 |
Weighted- Average Exercise Price, Vested and expected to vest | $ / shares | $ 0.73 |
Weighted- Average Remaining Contractual Life (years), Vested and expected to vest | 4 years 6 months 25 days |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 8,842 |
Number of Options Outstanding, Exercisable | shares | 9,512,184 |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 0.57 |
Weighted- Average Remaining Contractual Life (years), Exercisable | 4 years 2 months 26 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 9,591 |
Previously Reported [Member] | |
Schedule of the Equity Incentive Plan Activity [Abstract] | |
Number of Options Outstanding, Balance | shares | 13,845,291 |
Weighted- Average Exercise Price, Balance | $ / shares | $ 0.59 |
Weighted- Average Remaining Contractual Life (years),Balance | 6 years 7 months 28 days |
Revision of Prior Period, Adjustment [Member] | |
Schedule of the Equity Incentive Plan Activity [Abstract] | |
Number of Options Outstanding, Retrospective application of recapitalization | shares | (2,631,676) |
Weighted- Average Exercise Price, Retrospective application of recapitalization | $ / shares | $ 0.14 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of the equity incentive plan RSU activity | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule Of The Equity Incentive Plan Rsu Activity Abstract | |
Number of Awards Outstanding, Unvested Beginning Balance | shares | 432,666 |
Weighted- Average Grant Date Fair Value,Unvested Beginning 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 | 4,758,115 |
Weighted- Average Grant Date Fair Value,Granted | $ / shares | $ 4.8 |
Number of Awards Outstanding,Vested | shares | (798,239) |
Weighted- Average Grant Date Fair Value,ested | $ / shares | $ 4.28 |
Number of Awards Outstanding,Forfeited | shares | (372,215) |
Weighted- Average Grant Date Fair Value,Forfeited | $ / shares | $ 4.32 |
Number of Awards Outstanding,Unvested Ending Balance | shares | 3,938,087 |
Weighted- Average Grant Date Fair Value,Unvested Ending Balance | $ / shares | $ 5.24 |
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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software [Line Items] | ||||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 |
Research and development | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software [Line Items] | ||||
Compensation expense | 682 | 99 | 959 | 349 |
Sales and marketing | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software [Line Items] | ||||
Compensation expense | 177 | 110 | 361 | 323 |
General and administrative | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software [Line Items] | ||||
Compensation expense | $ 1,933 | $ 221 | $ 4,474 | $ 706 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 32,010,636 | 16,430,520 | 12,866,130 | 20,811,916 |
RSU [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 300,376 | 300,376 | ||
Earnout Shares [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 14,819,594 | 10,494,505 | ||
Warrants to Purchase Common Stock [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 12,509,788 |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (Details) - Schedule of computation of basic and diluted net income (loss) per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders, basic and diluted (in Dollars) | $ (15,680) | $ 8,954 | $ 2,080 | $ (34,062) |
Less: Change in fair value of convertible promissory notes (in Dollars) | (16,307) | |||
Net income (loss) attributable to common stockholders, diluted (in Dollars) | $ (15,680) | $ (7,353) | $ 2,080 | $ (34,062) |
Denominator: | ||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | 51,453,368 | 27,316,602 | 44,173,570 | 27,213,403 |
Add: Weighted average dilutive effect of stock options, RSUs and warrants | 10,366,225 | |||
Add: Weighted average dilutive effect of convertible promissory notes | 4,522,105 | |||
Weighted average shares outstanding – diluted | 51,453,368 | 31,838,707 | 54,539,795 | 27,213,403 |
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share) | $ (0.3) | $ 0.33 | $ 0.05 | $ (1.25) |
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ (0.3) | $ (0.23) | $ 0.04 | $ (1.25) |
Net Income (Loss) Per Share (_3
Net Income (Loss) Per Share (Details) - Schedule of potential weighted average shares of common stock excluded from computation of diluted net loss per share - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 32,010,636 | 16,430,520 | 12,866,130 | 20,811,916 |
Stock options and RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 13,856,065 | 11,848,316 | 356,342 | 11,903,763 |
Convertible notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 4,535,520 | |||
Common stock warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 18,154,571 | 4,582,204 | 12,509,788 | 4,372,633 |
Non-voting common stock warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||
Equity investment received | $ 1,100 | |||
Share based compensation arrangement by share based payment, granted (in Shares) | 4,758,115 | |||
Grant date fair value (in Dollars per share) | $ 8.75 | |||
Director and current interim CEO RSU [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Share based compensation arrangement by share based payment, granted (in Shares) | 1,200,000 | |||
Grant date fair value (in Dollars per share) | $ 4.56 | |||
Director [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Due to related party | $ 9,600 | |||
Investor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Equity investment received | $ 1,000 | $ 1,000 | ||
Shares issued in exchange of pre merger shares (in Shares) | 133,333 | 133,133 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | May 03, 2023 | Apr. 15, 2023 |
Consultant [Member] | Consulting Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Monthly fee | $ 50,000 | |
2023 [Member] | Receivable financing facility [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Monthly payment | $ 700,000 | |
2024 [Member] | Receivable financing facility [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Monthly payment | 3,500,000 | |
2025 [Member] | Receivable financing facility [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Monthly payment | $ 900,000 | |
RUS [Member] | Consultant [Member] | Consulting Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Granted (in Shares) | 250,000 |