Presto Automation (PRST) 10-Q 20 May 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity Registrant Name	PRESTO AUTOMATION INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39830
Entity Tax Identification Number	84-2968594
Entity Address, Address Line One	985 Industrial Road
Entity Address, City or Town	San Carlos
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	817-9012
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		105,882,010
Entity Central Index Key	0001822145
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	PRST
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $8.21 per share
Trading Symbol	PRSTW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 4,235	$ 15,143
Restricted cash		10,000
Accounts receivable, net of allowance of $415 and $746, respectively	1,246	1,831
Inventories	181	629
Deferred costs, current	1,068	2,301
Prepaid expenses and other current assets	1,427	1,162
Total current assets	8,157	31,066
Deferred costs, net of current portion	125	92
Investment in non-affiliate	2,000	2,000
Property and equipment, net	577	909
Intangible assets, net	8,126	10,528
Goodwill	1,156	1,156
Other long-term assets	291	936
Total assets	20,432	46,687
Current liabilities:
Accounts payable	4,106	3,295
Accrued liabilities	4,167	4,319
Financing obligations, current	3,540	1,676
Debt, current	50,271	50,639
Convertible promissory notes	8,490
Deferred revenue, current	960	1,284
Total current liabilities	71,534	61,213
Financing obligations, net of current		3,000
Warrant liabilities	7,043	25,867
Deferred revenue, net of current portion	15	299
Other long-term liabilities	8	1,535
Total liabilities	78,600	91,914
Commitments and Contingencies (Refer to Note 8)
Stockholders' deficit:
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of March 31, 2024 and June 30, 2023, respectively; no shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively
Common stock, $0.0001 par value-100,000,000,000 and 180,000,000 shares authorized as of March 31, 2024 and June 30, 2023, respectively, and 107,875,894 shares issued with 104,875,894 shares outstanding as of March 31, 2024 and 57,180,531 shares issued and outstanding as of June 30, 2023	10	5
Treasury stock at cost, 3,000,000 and 0 shares held at March 31, 2024 and June 30, 2023, respectively	(750)
Additional paid-in capital	208,612	190,031
Accumulated deficit	(266,040)	(235,263)
Total stockholders' deficit	(58,168)	(45,227)
Total liabilities and stockholders' deficit	$ 20,432	$ 46,687

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance	$ 415	$ 746
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	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000,000	180,000,000
Common stock, shares issued	107,175,894	57,180,531
Common stock, shares outstanding	104,175,894	57,180,531
Treasury stock at cost	3,000,000	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Total revenue	$ 4,452,000	$ 6,607,000	$ 14,230,000	$ 21,316,000
Depreciation, amortization and impairments	612,000	291,000	3,656,000	873,000
Total cost of revenue	4,286,000	6,118,000	14,813,000	20,385,000
Gross profit (loss)	166,000	489,000	(583,000)	931,000
Operating expenses:
Research and development	2,661,000	5,496,000	14,443,000	16,877,000
Sales and marketing	2,048,000	2,127,000	5,883,000	6,753,000
General and administrative	10,757,000	7,408,000	27,556,000	19,608,000
Total operating expenses	15,466,000	15,031,000	47,882,000	43,238,000
Loss from operations	(15,300,000)	(14,542,000)	(48,465,000)	(42,307,000)
Change in fair value of warrants and convertible promissory notes	626,000	1,599,000	26,937,000	61,043,000
Interest expense	(3,126,000)	(2,991,000)	(10,441,000)	(9,397,000)
Loss on extinguishment of debt and financing obligations				(8,095,000)
Other financing and financial instrument income (costs), net	(250,000)		1,141,000	(1,768,000)
Other income, net		257,000	92,000	2,612,000
Total other income (expense), net	(2,750,000)	(1,135,000)	17,729,000	44,395,000
Income (loss) before provision (benefit) for income taxes	(18,050,000)	(15,677,000)	(30,736,000)	2,088,000
Provision for income taxes	45,000	3,000	41,000	8,000
Net income (loss) and comprehensive income (loss)	(18,095,000)	(15,680,000)	(30,777,000)	2,080,000
Reconciliation of net income (loss) and comprehensive income (loss) attributable to common stockholders for net income (loss) per share:
Less deemed dividend attributable to the anti-dilution provision	(9,000,000)		(10,500,000)
Net income (loss) and comprehensive income (loss) attributable to common stockholders	$ (27,095,000)	$ (15,680,000)	$ (41,277,000)	$ 2,080,000
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (0.32)	$ (0.30)	$ (0.60)	$ 0.05
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (0.32)	$ (0.30)	$ (0.60)	$ 0.04
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in shares)	83,744,950	51,453,368	68,395,804	44,173,570
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in shares)	83,744,950	51,453,368	68,395,804	54,539,795
Platform
Total revenue	$ 2,191,000	$ 3,088,000	$ 6,432,000	$ 11,617,000
Cost of revenue	1,642,000	2,743,000	4,165,000	10,951,000
Transaction
Total revenue	2,261,000	3,519,000	7,798,000	9,699,000
Cost of revenue	$ 2,032,000	$ 3,084,000	$ 6,992,000	$ 8,561,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Common Stock	Treasury Stock	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit	Convertible Preferred Stock Previously Reported	Convertible Preferred Stock Revision of Prior Period, Adjustment	Previously Reported	Total
Beginning balance at Jun. 30, 2022	$ 6	$ (3)	$ 3		$ 78,290	$ 31	$ 78,321	$ (200,783)	$ (200,783)	$ 28	$ (28)	$ (122,459)	$ (122,459)
Beginning balance (in shares) at Jun. 30, 2022	6,196,257	21,778,182	27,974,439							28,343,420	(28,343,420)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options							280						280
Issuance of common stock upon exercise of stock options (in shares)			517,515
Fair value of issued warrants on common stock							2,076						2,076
Issuance of common stock upon net exercise of warrants (in shares)			136,681
Issuance of common stock							1,100						1,100
Issuance of common stock (in shares)			143,333
Issuance of common stock upon vesting of restricted stock units (in shares)			798,239
Issuance of shares and transfer of warrants upon termination of convertible note agreement							2,412						2,412
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				41,391						41,392
Conversion of convertible notes into common stock (in shares)			8,147,938
Fair value of common stock warrants issued to a customer							1,352						1,352
Reclassification of liability classified warrants to equity							830						830
Contribution by shareholder in conjunction with Credit Agreement							2,779						2,779
Earnout shares stock-based compensation							3,478						3,478
Merger and PIPE Financing			$ 1				35,737						35,738
Merger and PIPE Financing (in shares)			13,879,828
Stock-based compensation							6,710						6,710
Net Income (Loss)									2,080				2,080
Ending balance at Mar. 31, 2023			$ 5				176,466		(198,703)				(22,232)
Ending balance (in shares) at Mar. 31, 2023			51,921,941
Beginning balance at Dec. 31, 2022			$ 5				170,794		(183,023)				(12,224)
Beginning balance (in shares) at Dec. 31, 2022			51,231,608
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options							220						220
Issuance of common stock upon exercise of stock options (in shares)			370,692
Issuance of common stock							100						100
Issuance of common stock (in shares)			10,000
Issuance of common stock upon vesting of restricted stock units (in shares)			309,641
Fair value of common stock warrants issued to a customer							499						499
Earnout shares stock-based compensation							1,604						1,604
Stock-based compensation							3,249						3,249
Net Income (Loss)									(15,680)				(15,680)
Ending balance at Mar. 31, 2023			$ 5				176,466		(198,703)				(22,232)
Ending balance (in shares) at Mar. 31, 2023			51,921,941
Beginning balance at Jun. 30, 2023			$ 5				190,031		(235,263)				(45,227)
Beginning balance (in shares) at Jun. 30, 2023			57,180,531
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options			$ 1				281						$ 282
Issuance of common stock upon exercise of stock options (in shares)			3,805,155										3,805,155
Issuance of common stock			$ 2				11,495						$ 11,497
Issuance of common stock (in shares)			22,583,000
Issuance of common stock upon vesting of restricted stock units (in shares)			1,205,089
Fair value of common stock warrants issued to a customer							148						148
Issuance of common stock upon trigger of anti-dilution adjustments			$ 2				(2)
Issuance of common stock upon trigger of anti-dilution adjustments (in shares)			22,500,000
Share repurchase and forfeited anti-dilution adjustment in connection with $3.0 million exchange for January 2024 Note				$ (750)			(2,250)						(3,000)
Earnout shares stock-based compensation							3,934						3,934
Stock-based compensation							4,975						4,975
Cancellation of restricted stock awards in connection with the CyborgOps acquisition (in shares)			(97,881)
Net Income (Loss)									(30,777)				(30,777)
Ending balance at Mar. 31, 2024			$ 10	(750)			208,612		(266,040)				(58,168)
Ending balance (in shares) at Mar. 31, 2024			107,175,894
Beginning balance at Dec. 31, 2023			$ 7				206,109		(247,945)				(41,829)
Beginning balance (in shares) at Dec. 31, 2023			70,335,628
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options							45						45
Issuance of common stock upon exercise of stock options (in shares)			2,355,276
Issuance of common stock			$ 1				2,625						2,626
Issuance of common stock (in shares)			13,333,000
Issuance of common stock upon vesting of restricted stock units (in shares)			151,990
Issuance of common stock upon trigger of anti-dilution adjustments			$ 2				(2)
Issuance of common stock upon trigger of anti-dilution adjustments (in shares)			21,000,000
Share repurchase and forfeited anti-dilution adjustment in connection with $3.0 million exchange for January 2024 Note				(750)			(2,250)						(3,000)
Earnout shares stock-based compensation							1,260						1,260
Stock-based compensation							825						825
Net Income (Loss)									(18,095)				(18,095)
Ending balance at Mar. 31, 2024			$ 10	$ (750)			$ 208,612		$ (266,040)				$ (58,168)
Ending balance (in shares) at Mar. 31, 2024			107,175,894

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)
Costs associated with issuance of common stock	$ 709	$ 1,778
Subordinated Convertible Notes January 2024
Debt principal amount	$ 3,000	$ 3,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (30,777,000)	$ 2,080,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	2,431,000	1,262,000
Impairment of intangible assets	4,056,000
Impairment of inventory	425,000	0
Stock-based compensation	4,683,000	5,794,000
Earnout share stock-based compensation	3,934,000	3,478,000
Contra-revenue associated with warrant agreement (Refer to Note 3)	462,000	1,073,000
Noncash expense attributable to fair value liabilities assumed in Merger		34,000
Change in fair value of liability classified warrants, net of anti-dilution warrants issued	(25,467,000)	(12,555,000)
Change in fair value of embedded warrants and convertible promissory notes	(1,470,000)	(48,271,000)
Debt issuance costs associated with convertible promissory notes	388,000
Amortization of debt discount and debt issuance costs	4,046,000	2,433,000
Loss on extinguishment of debt and financing obligations		8,095,000
Paid-in-kind interest expense	5,675,000	4,604,000
Share and warrant cost on termination of convertible note agreement		2,412,000
Forgiveness of PPP Loan		(2,000,000)
Change in fair value of unvested sponsor shares liability	(1,391,000)	(1,392,000)
Noncash lease expense	256,000	264,000
Loss on disposal of property and equipment		16,000
Changes in operating assets and liabilities:
Accounts receivable, net	586,000	(689,000)
Inventories	22,000	474,000
Deferred costs	825,000	7,769,000
Prepaid expenses and other current assets	125,000	(742,000)
Accounts payable	202,000	1,480,000
Accrued liabilities	(443,000)	(2,137,000)
Deferred revenue	(608,000)	(8,954,000)
Other long-term liabilities	(137,000)	(247,000)
Net cash used in operating activities	(32,177,000)	(35,719,000)
Cash Flows from Investing Activities
Purchase of property and equipment	(396,000)	(229,000)
Payments relating to capitalized software	(3,034,000)	(3,584,000)
Investment in non-affiliate		(2,000,000)
Net cash used in investing activities	(3,430,000)	(5,813,000)
Cash Flows from Financing Activities
Proceeds from exercise of common stock options	282,000	280,000
Proceeds from issuance of term loans and promissory notes	6,400,000	60,250,000
Payment of debt issuance costs	(435,000)	(1,294,000)
Repayment of term loans	(10,000,000)	(32,980,000)
Payment of penalties and other costs on extinguishment of debt		(6,144,000)
Proceeds from issuance of premium financing	884,000
Repayment of premium financing	(663,000)
Proceeds from the issuance of convertible notes	6,960,000
Principal payments of financing obligations	(527,000)	(3,669,000)
Proceeds from the issuance of common stock	11,798,000	1,100,000
Contributions from Merger and PIPE financing, net of transaction costs and other payments		49,840,000
Payments of deferred transaction costs		(1,890,000)
Net cash provided by financing activities	14,699,000	65,493,000
Net increase (decrease) in cash, cash equivalents and restricted cash	(20,908,000)	23,961,000
Cash, cash equivalents and restricted cash at beginning of period	25,143,000	3,017,000
Cash, cash equivalents and restricted cash at end of period	4,235,000	26,978,000
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	4,235,000
Total cash, cash equivalents and restricted cash	4,235,000	26,978,000
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capitalization of stock-based compensation expense to capitalized software	323,000	916,000
Capital contribution from shareholder in conjunction with Credit Agreement		2,779,000
Issuance of warrants (Refer to Note 3)	148,000	1,352,000
Issuance of warrants in conjunction with reduction of accrued interest and future interest associated with Credit Agreement	6,643,000	2,705,000
Deemed dividend associated with anti-dilution adjustment	10,649,000
Issuance of warrants in conjunction with Lago Term Loan		843,000
Transaction costs recorded in accounts payable and accrued liabilities	300,000
Repurchase of common stock and forfeiture of anti-dilution shares in exchange for convertible notes	$ 750,000
Convertible note conversion to common stock		41,392,000
Reclassification of warrants from liabilities to equity		830,000
Recognition of liability classified warrants upon Merger		9,388,000
Recognition of Unvested Sponsor Shares liability		1,588,000
Forgiveness of PPP Loan		(2,000,000)
Right of use asset in exchange for operating lease liability		$ 308,000

Summary of Business and Signifi

Summary of Business and Significant Accounting Policies	9 Months Ended
	Mar. 31, 2024
Summary of Business and Significant Accounting Policies
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”) are 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 name. The Company maintains foreign subsidiaries in Canada and a newly created subsidiary as of July 2023 in India. 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 was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and, with the closing of the Merger, have remained significant shareholders in the Company. Refer to Note 2 for further details. Cyborg Ops On May 23, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with CyborgOps, Inc., a provider of artificial intelligence-based products and services for merchants’ phone answering and ordering systems, to purchase substantially all of its assets and assume certain liabilities. 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 debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. 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, 2024, and its results of operations for the three and nine months ended March 31, 2024 and 2023 and the cash flows for the nine months ended March 31, 2024 and 2023. The results for the three and nine months ended March 31, 2024 and 2023, 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 Presto’s financial statements and related notes for the fiscal year ended June 30, 2023 included in Part II, Item 8 of the Annual Report on Form 10-K filed on October 10, 2023 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. The most significant estimates are related to the fair value of certain financial instruments, which includes warrant liabilities. Other 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, fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. Risk and Uncertainties The Company is subject to a number of risks, including a limited operating history, dependence on key individuals, the need to expand the number of its customers, long sales cycles, competition from alternative products and larger companies, the need for additional financing to fund operations, and the need to reduce the number of human agents required for Presto Voice. Notice of Failure to Satisfy a Continued Listing Rule On December 28, 2023, the Company received a notice from Nasdaq stating that the Company is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”), because the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. The notice does not impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until June 25, 2024, to regain compliance with the Bid Price Requirement. During this period, the common stock will continue to trade on the Nasdaq Global Market. If at any time before June 25, 2024 the bid price of the common stock closes at or above $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with the Bid Price Requirement and the matter will be closed. In the event the Company does not regain compliance by June 25, 2024, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Bid Price Requirement, and transfer its listing to the Nasdaq Capital Market. The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. ​ On February 6, 2024, the Company received a notice from Nasdaq stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”), because the MVLS of the Company was below $50 million for the 30 consecutive business days prior to February 6, 2024. Nasdaq further indicated that, as of February 6, 2024, the Company did not comply with certain requirements under the alternative standards set forth in Nasdaq Listing Rule 5450(b)(3)(A) for continued listing on the Nasdaq Global Market. The notice does not currently impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until August 5, 2024, to regain compliance with the MLVS Requirement. During this period, the common stock will continue to trade on the Nasdaq Global Market. If at any time before August 5, 2024 the MLVS closes at $50 million or more for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the MLVS Requirement and the matter will be closed. In the event the Company does not regain compliance by August 5, 2024, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. The notice provides that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The notice does not currently impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until August 21, 2024, to regain compliance with the MVPHS Requirement. In the event the Company does not regain compliance by August 21, 2024, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. The notice provides that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). ​ Liquidity and Capital Resources As of March 31, 2024, the Company’s principal source of liquidity was cash and cash equivalents of $4.2 million, which is held for working capital purposes. 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”). See Note 7 for a description of the Credit Agreement. ​ 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 and common stock. The Company has incurred recurring operating losses since its inception, including operating losses of $15.3 million and $48.5 million for the three and nine months ended March 31 2024, respectively. As of March 31, 2024, the Company had an accumulated deficit of $266.0 million and the Company expects to generate operating and net losses for the near term. Cash from operations is also affected by various risks and uncertainties, including, but not limited to, the timing of cash collections from customers and other risks. ​ We currently face severe liquidity challenges. While the Company raised net cash proceeds of $2.4 million from the issuance of new debt in the closing of the Third Amendment to the Credit Agreement, received $11.8 million net proceeds from the sale of common stock in private placements and registered direct offerings, raised $7.0 million through the issuance of subordinated convertible notes and a $4.0 million promissory note during the nine months ended March 31, 2024 . As a result, additional capital infusions will be necessary in order to fund currently anticipated expenditures and to meet the Company’s obligations as they come due. In addition, the Company has entered into a forbearance agreement with the Agent and the Lenders with respect to defaults under the Credit Agreement, pursuant to which the forbearance period expires on May 15, 2024. The Company’s future capital requirements will depend on many other factors, including the revenue growth rate, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. ​ 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 continues efforts to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, the Company cannot offer any assurances they will be effectively implemented. The Company cannot offer any assurance that any additional financing will be available on acceptable terms or at all. If the Company is unable to raise additional capital it would likely lead to an event of default under the Credit Agreement and the potential exercise of remedies by the Agent and Lender, which would materially and adversely impact its business, results of operations and financial condition. 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, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. In the event of a failure of any financial institutions where the Company maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation (“FDIC”), as described below. ​ The following restaurant brands (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 March 31, ​ ​ Nine months ended March 31, ​ ​ 2024 2023 2024 2023 Customer A 53 % 62 % 52 % 61 % Customer B * % 16 % 12 % 21 % Customer C 20 % 18 % ​ 22 % 15 % Customer E 11 % * % ​ * % * % ​ 84 % 96 % 86 % 97 % * ​ The following restaurant brands accounted for more than 10% of accounts receivable: ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 Customer A 12 % 43 % Customer B 21 % 14 % Customer D 25 % 37 % Customer E ​ 29 % * % ​ 96 % 99 % * On October 30, 2023, Customer C provided notice of its intent to not renew its contract at the end of the expiration date of December 31, 2023. The customer also sought a limited transition extension period through June 30, 2024. In addition, on December 1, 2023, the Company received notification of Customer A’s intent to not renew its contract at the end of the expiration date on June 30, 2024. On February 1, 2024, the Company received notification of Customer B’s intent to not renew its contract that expired on February 29, 2024. As a result of these notices, only Customers A’s and C’s contracts are being serviced through June 30, 2024 while Customer B’s contract was terminated on February 29, 2024. ​ The Company is exposed to vendor concentration risk as certain of its equipment is from one supplier. The Company’s operating results could be adversely affected in the event that the vendor increases its prices or experiences disruptions in its supply of goods or services. Touch Business Term Sheet ​ On January 17, 2024, the Company entered into a non-binding memorandum of understanding (“MoU”) with respect to the formation of a new company (the “Joint Venture”) for the purposes of the creation of and joint investment (the “Transaction”) in the business-to-business tablet touchscreen and tabletop ordering and restaurant services platform business currently owned by the Company (the “Touch Business”). Should the Transaction close, the Company will cease its own operations of the Touch Business. It is envisaged that the Company will enter into a transition services agreement with the Joint Venture for a limited period with respect to certain services. The MoU specifies that the Company may own 40% of the Joint Venture. Other investors, including Krishna Gupta and Remus Capital Series B II, L.P. (“Remus Capital”), a related party affiliated with Krishna Gupta, as well as Joint Venture management, may hold the remaining ownership in the Joint Venture. Remus Capital is a greater than 5% shareholder of the Company and has appointed board representation pursuant to contractual nominating rights with the Company. The Joint Venture will need additional capital to fund its operations and the Company will have a right of first refusal to participate in future capital raises by the Joint Venture. ​ Since the Touch Business is in the process of being wound down, the parties are in discussions to determine whether the MOU will be amended to effect the sale of the assets of that business. ​ Presto Touch Update The Company is winding down its Presto Touch solution to allow for dedicated focus and efforts on its Presto Voice solution. The Company expects to have fully transitioned out in the coming months and remains open to strategic alternatives related to this solution including a sale, partial sale, or abandonment of the Presto Touch business. ​ Cost Savings Initiative ​ On November 15, 2023, the Company took additional steps in its ongoing efforts to reduce costs, improve profitability, and streamline operations by implementing a reduction in force ​ On March 14, 2024, in furtherance of the previously-announced plan to implement a strategic wind-down plan with respect to the Company’s Presto Touch solution, the Company’s board of directors approved and the Company commenced a reduction in force affecting 24 corporate roles, or 18% of the Company’s workforce. Total costs for the reduction in force resulted in $0.4 million of one-time charges during the three and nine months ended March 31, 2024. ​ 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, Silicon Valley Bank 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 the Company does business were to be placed into receivership, the Company may be unable to access the funds it has on deposit with such institutions. If the Company is unable to access its funds as needed, its financial position and ability to operate its business could be adversely affected. The Company had $3.7 million in deposits in excess of the FDIC limits at March 31, 2024. 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”) in deciding how to allocate resources and in assessing performance. The Company’s Co-CODMs comprised a team of the Interim Chief Executive Officer, the President and the Chief Operating Officer until August 1, 2023. On that date a new Chief Executive Officer (“CEO”) was appointed, who became the sole CODM. The Company’s CEO resigned on February 6, The Company has operations in the United States, Canada and India. The Company earns substantially all of its revenue in the United States and all of its long-lived assets are held in the United States. Investment in Non-Affiliate Investments in non-affiliates include equity security investments in third party entities without a readily determinable fair value in which the Company’s influence is deemed non-significant. Investments in non-affiliates are recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or observable price changes. Any impairments or observable price changes are reported in other income, net in the condensed consolidated statements of operations and comprehensive income (loss). Leases The Company leases real estate facilities under non-cancelable operating leases with remaining lease terms of six months to three years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company accounts for its leases in accordance with ASC Topic 842, Leases. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreements contain variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of twelve months or less of all asset classes; lease expense from these leases is recognized on a straight-line basis over the lease term. The ROU asset as of March 31, 2024 was $0.2 million. Lease activity was immaterial to the condensed consolidation financial statements for the three and nine months ended March 31, 2024 and 2023. Revenue Recognition The Company accounts for its revenue in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities. During the three and nine months ended March 31, 2024 and 2023, the Company derived its revenues from two revenue streams: (1) sales of the Presto Touch and Presto Voice solutions and leases of the Presto Touch solution, which includes hardware, hardware accessories, software and customer support and maintenance (“Platform revenue”), and (2) Premium Content (gaming) and other revenue, which includes professional services (“Transaction revenue”). ​ Platform Revenue The Platform revenue stream is generated from fees charged to customers to access the Company’s Presto Touch and Presto Voice solutions, which are recognized ratably over the life of the contract. The majority of the Company’s consideration from the contract value is due monthly over the term of the contract. Revenue from the Presto Touch solution continuous access to the Company’s software-as-a-service (“SaaS”) platform is satisfied ratably over the contract period as the service is provided. ​ Pursuant to an agreement with Hi Auto Ltd. (“Hi Auto”), the Company remits a revenue share associated with Presto Voice at Checkers locations. As the Company has determined that it serves as an agent in the relationship because it does not control the Presto Voice hardware, software and other services and is not primarily responsible for fulfilling the obligations to the customer, the Company recognizes this revenue net of the revenue share amount paid to Hi Auto. The revenue share amount ranged from 63% to 65% of the gross billings by both parties to the restaurant operators for the three and nine months ended March 31, 2024 and ranged from 64% to 68% for the three and nine months ended March 31, 2023. Revenue for the three and nine months ended March 31, 2024 and 2023 from Checkers also reflects, as a reduction to the transaction price, the fair value of the warrant issued to Checkers (refer to Note 3). The Company also pays Hi Auto a fee that is accounted for as cost of revenue which was $0.3 million and $0.9 million for the three and nine months ended March 31, 2024, respectively, and $0.3 million and $0.8 million for the three and nine months ended March 31, 2023, respectively. On January 29, 2024, the Company and Hi Auto amended their agreement to modify customer billing arrangements for certain locations and allow for each of Hi Auto and the Company to compete for the Checkers relationship, beginning on May 1, 2024. The Company maintains an agreement with a legacy customer whereby it leases Presto Touch to that customer. Revenue associated with the lease is recognized on a straight-line basis as Platform revenue over the lease term in the condensed consolidated statements of operations and comprehensive income (loss). ​ 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 as it is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the guest. The restaurant acts as a sales agent between the Company and the guest to upsell premium gaming content purchases during the dining experience. A portion of Transaction revenue collections is owed to the restaurant operator and is recorded in Transaction cost of revenue. ​ The Company determines revenue recognition through the following steps: ​ 1. Identification of the contract, or contracts, with a customer — I n connection with the Presto Touch and Presto Voice solutions, the Company enters into a master sales agreement (“MSA”) with the customer which is signed by both parties. The rights and obligations are outlined in the MSA and payment terms are clearly defined. The Company then enters into a license agreement, typically with each franchisee, which outlines the specified goods and services to be provided. The Company may also enter into separate gaming agreements with guests, whereby the guest agrees to pay for use of the premium content. Each MSA, in conjunction with a license agreement, and each gaming agreement, has commercial substance, whereby the Company is to provide solutions and services in exchange for payment, and collectability is probable. ​ 2. Identification of the performance obligations in the contract — The Company’s contracts with customers include promises to transfer multiple goods and services. For all arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In the Company’s assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. ​ The Company identified the following performance obligations: (1) for the MSAs and license agreements, sales or leases of hardware, access to the SaaS platform and maintenance is one combined performance obligation (“Presto Touch”) or (‘Presto Voice”) and (2) for gaming agreements, the provision of premium content, or gaming is a separate standalone performance obligation. Professional services were insignificant during the three and nine months ended March 31, 2024 and 2023. ​ Presto Touch and Presto Voice are each considered, separately, single performance obligations because each respective element of the Presto Touch and Presto Voice solution is interdependent and cannot function independently. The software and hardware for the Presto Touch and Presto Voice represent, respectively, one combined Presto Touch output and one combined Presto Voice output; 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 solution includes the capability of providing entertainment services, provided by the Company via internet. The games are only accessible over the internet and upon the guest making the decision to pay for the content, the guest receives the right to access the game on the Presto Touch solution. Gaming fees are usage based through the guest’s use of the device and stipulated in a separate contract with the guest. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the guest 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. Determination of the transaction price — The Company’s MSAs stipulate the terms and conditions of providing the Presto Touch or Presto Voice solution and separate license agreements dictate the transaction price which are typically outlined as a price per store location or price per number of Presto Touch devices used. The transaction price is generally a fixed fee, due monthly over the term of the contract. The transaction price for Transaction revenue is a fixed fee charged per game. The Company occasionally provides consideration payable to a customer, which is recorded as a capitalized asset upon payment and included as part of deferred costs and amortized as contra-revenue over the expected customer life. ​ 4. Allocation of the transaction price to the performance obligations in the contract — As the Presto Touch and Presto Voice solution are each considered one combined performance obligation, no reallocation of the contract price is required. The Company’s premium content contract is comprised of one performance obligation and does not require reallocation of the contract price. ​ 5. Recognition of revenue when, or as, the Company satisfies a performance obligation — As the customer simultaneously receives and consumes the benefits provided by the Company through continuous access to its SaaS platform, revenue from the Presto Touch and Presto Voice is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. Transaction revenue does not meet the criteria for ratable recognition and is recognized at a point in time when the gaming service is provided. ​ 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. The Company calculates basic net income (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS represents the dilutive effect on a per-share basis from the potential exercise of options and or warrants; the potentially dilutive effect of options or warrants is computed using th

Merger

Merger	9 Months Ended
	Mar. 31, 2024
Merger
Merger	2. Merger On September 21, 2022, Ventoux 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. Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. The Sponsors, with the close of the Merger, remained significant shareholders in the Company. Trust Proceeds and PIPE investment Following the closing of 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 agreements with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55.4 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE closed simultaneously with the consummation of the Merger. Upon consummation of the Merger, Presto received approximately $49.8 million from the Trust and the 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 ​ 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. ​ 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 shares (the “Exchange Ratio”) of common stock of Ventoux. Further the outstanding equity awards (including warrant, stock option and RSU holders) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrant, stock option and RSU holders) in the Company. Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows: ● 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“VWAP” as defined in the Agreement and Plan of Merger among Ventoux CCM Acquisition Corp., as Acquiror, Ventoux Merger Sub I Inc. as First Merger Sub., Ventoux Merger Sub II LLC as Second Merger Sub and E La Carte, Inc. as the Company, dated November 10, 2021 of Presto common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and ● an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days. The earnout shares are equity classified and the fair value was determined at grant date to be $3.17 per share. Of the 15,000,000 earn-out shares, 4,771,116 earnout shares were given to common stock, option and RSU holders that were held by current employees and directors and are accounted for under ASC 718. Refer to Note 11 for compensation details. Unvested Sponsor Share Arrangement with Sponsors At the Closing, 444,500 sponsor shares held by the Sponsors (the “Unvested Sponsor Shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such Unvested Sponsor Shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of such Unvested Sponsor Shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date., (iii) the next 25% of such Unvested Sponsor Shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of such Unvested Sponsor Shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date. A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable Unvested Sponsor Shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any Unvested Sponsor Shares shall automatically vest. As of March 31, 2024, all of the Unvested Sponsor Shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the Unvested Sponsor Shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly, such financial instruments are classified as liabilities. With the closing of the Merger, the Company recorded $1.6 million within other long-term liabilities. During the three and nine months ended March 31, 2024, the Company recorded no remeasurement and a gain of $1.4 million, respectively, and a gain of $0.2 million and $1.4 million for the three and nine months ended March 31, 2023, respectively, which are included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under the guidance in ASC 805, Business Combinations 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.

Revenue

Revenue	9 Months Ended
	Mar. 31, 2024
Revenue
Revenue	3. 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 for credit losses, in the condensed consolidated balance sheets was $0.4 million and $0.7 million as of March 31, 2024 and June 30, 2023, respectively. The beginning balance of accounts receivable was $1.8 million and $1.5 million as of July 1, 2023 and 2022, respectively. The amount of contract assets including deferred costs in the condensed consolidated balance sheets is $1.2 million, $2.4 million and $11.3 million as of March 31, 2024, June 30, 2023 and July 1, 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 period. The following table summarizes the activity in deferred revenue: ​ ​ ​ ​ ​ ​ Deferred ​ ​ Revenue Balance as of June 30, 2023 ​ $ 1,583 Additions ​ 4,252 Revenue recognized ​ (4,860) Balance as of March 31, 2024 ​ $ 975 ​ ​ ​ ​ ​ ​ Deferred ​ ​ Revenue Balance as of June 30, 2022 ​ $ 10,769 Additions ​ 3,246 Revenue recognized ​ (12,432) Balance as of June 30, 2023 ​ $ 1,583 ​ As of March 31, 2024, approximately ​ Transaction Revenue The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 86% - 100% and 86% - 97% of premium content revenue by customer logo for the three and nine months ended March 31, 2024, respectively, and 84% - 90% and 83% - 90% 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, 2024 and 2023. For the three and nine months ended March 31, 2024, $0.5 million and $1.6 million, of revenue was from leasing arrangements, respectively, while for the three and nine months ended March 31, 2023, $0.6 million and $1.5 million of revenue was from leasing arrangements, respectively. ​ Warrant Issued to a Customer On October 29, 2021, the Company entered into an arrangement with a customer whereby it issued a warrant to purchase 404,961 shares of common stock. Refer to Note 10 for further details. The fair value of the warrant is treated as a reduction to the transaction price of the customer contract and is recorded as contra-revenue. Contra-revenue recognized related to the warrant was $0.2 million and $0.5 million for the three and nine months ended March 31, 2024, respectively, and $0.5 million and $1.1 million for the three and nine months ended March 31, 2023, respectively. ​ Voice Customer Update ​ Some of the Presto Voice customers continue to include Carl’s Jr. and Hardee’s, as well as Wienerschnitzel. During the nine months ended March 31, 2024, one of the Company’s Presto Voice customers, Del Taco, decided not to continue with the Presto Voice solution. This customer did not make up a material amount of historical revenues for the Company.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Mar. 31, 2024
Fair Value Measurements
Fair Value Measurements	4. Fair Value Measurements The following table provides a summary of all financial instruments measured at fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ Level 1 Level 2 Level 3 Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 3,143 ​ $ — ​ $ — ​ $ 3,143 Total financial assets ​ $ 3,143 ​ $ — ​ $ — ​ $ 3,143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Unvested Sponsor Shares Liability ​ $ — ​ $ — ​ $ 8 ​ ​ 8 Convertible notes ​ ​ — ​ ​ — ​ ​ 8,490 ​ ​ 8,490 Warrant liabilities ​ — ​ — ​ 7,043 ​ 7,043 Total financial liabilities ​ $ — ​ $ — ​ $ 15,541 ​ $ 15,541 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2023 ​ Level 1 Level 2 Level 3 Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 13,884 ​ $ — ​ $ — ​ $ 13,884 Total financial assets ​ $ 13,884 ​ $ — ​ $ — ​ $ 13,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested Sponsor Shares liability ​ $ — ​ $ — ​ $ 1,399 ​ $ 1,399 Warrant liabilities ​ — ​ — ​ 25,867 ​ 25,867 Total financial liabilities ​ $ — ​ $ — ​ $ 27,266 ​ $ 27,266 ​ Valuation Assumptions Related to Unvested Sponsor Share Liability The fair value of the Unvested Sponsor Shares liability was determined by the Company using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of the Company’s common stock based on the historical volatility of comparable publicly traded companies and the risk-free rate. These estimates are “Level 3” inputs due to the lack of relevant observable market data. The Company estimated the fair value of the Unvested Sponsor Share liability using the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ As of June 30, 2023 Expected volatility ​ 68.3 % 70.4 % Expected term (in years) ​ 3.7 ​ 4.2 ​ Risk-free interest rate ​ 3.9 % 4.2 % ​ Valuation Assumptions Related to Warrant Liabilities ​ The fair value of the warrants is determined based on “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs (volatility, stock price, risk-free rate, expected term, and dividend yield), used in the Black-Scholes-Merton model. The following table indicates the weighted-average assumptions made in estimating the fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Risk-free interest rate ​ 4.29 % ​ 4.19 % Expected term (in years) ​ 4.13 ​ 4.75 ​ Expected volatility ​ 58.81 % ​ 56.76 % Expected dividend yield ​ — ​ — ​ Exercise price ​ $ 0.02 ​ $ 4.50 ​ ​ The fair value of the liabilities for the Third Amendment Conversion Warrants (defined below) and the Fifth Amendment Warrants (defined below) with anti-dilution protection is determined based on “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs (volatility, stock price, risk-free rate, expected term, and dividend yield) as well as estimated probability of financing scenarios, used in the Monte Carlo model. The following table indicates the weighted-average assumptions made in estimating the fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Risk-free interest rate ​ 4.16 % ​ — % Expected term (in years) ​ 4.62 ​ — ​ Expected volatility ​ 67.32 % ​ — % Expected dividend yield ​ — ​ — ​ Exercise price ​ $ 0.01 ​ $ — ​ Probability of a transaction that triggers an anti-dilution adjustment ​ ​ 50.00 % ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation Assumptions and Other Information Related to Convertible Notes As of March 31, 2024, the Company had newly issued convertible notes outstanding, for which the fair value option was elected. The Company elected the fair value option methodology to account for its convertible notes because the Company believes it more accurately reflects the value of the debt and embedded features in the financial statements. Interest on the convertible notes is accounted for within the change in fair value of warrants and convertible note on the condensed consolidated statement of operations and comprehensive income (loss). The fair value of the convertible notes is determined based on “Level 3” inputs, due to a lack of market data. The principal amount of the convertible notes and paid in-kind interest is measured at fair value using the Monte Carlo valuation model and uses estimates for various financing scenarios. The following table indicates the weighted-average assumptions made in estimating the fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Risk-free interest rate ​ 4.49 % ​ — % Expected term (in years) ​ 2.00 ​ — ​ Expected volatility ​ 64.80 % ​ — % Expected dividend yield ​ — ​ — ​ Conversion price ​ $ 0.25 ​ $ — ​ Probability of a transaction that triggers anti-dilution adjustments ​ ​ 50.00 % ​ — ​ Discount rate ​ ​ 48.70 % ​ — ​ ​ As part of the convertible notes valuation as of March 31, 2024, the Company determined that the change in the valuation associated with credit risk associated with the convertible notes was immaterial. Other Information Related to Previously Converted Convertible Promissory Notes and Embedded Warrants In prior periods, the Company elected the fair value option methodology to account for its previously issued 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 consolidated statement of operations and comprehensive income (loss). The convertible promissory notes and embedded warrants for which the Company elected the fair value option methodology were converted into common stock prior to June 30, 2023. The Company had no outstanding convertible promissory notes and embedded warrants as of June 30, 2023. Level 3 Rollforward ​ The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested ​ ​ Convertible ​ ​ ​ ​ Sponsor ​ ​ Promissory ​ Warrant ​ Shares ​ ​ Notes ​ Liabilities ​ Liability Balance at June 30, 2023 ​ $ — ​ $ 25,867 ​ $ 1,399 Issuance of convertible notes ​ ​ 9,960 ​ ​ — ​ ​ — Issuance of warrants ​ ​ — ​ ​ 6,643 ​ ​ — Change in fair value ​ (1,470) ​ (25,467) ​ (1,391) Balance at March 31, 2024 ​ $ 8,490 ​ $ 7,043 ​ $ 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible ​ ​ ​ ​ ​ ​ Promissory ​ ​ ​ ​ Unvested ​ ​ Notes and ​ ​ ​ ​ Sponsor ​ ​ Embedded ​ Warrant ​ Shares ​ ​ Warrants ​ Liabilities ​ Liability 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 sponsor share liabilities assumed upon the 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 assets and liabilities, including property and equipment, intangible assets, and inventory, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of property and equipment, intangible assets and inventory. Refer to Note 5 for details on the Company’s impairment analysis.

Condensed Consolidated Balanc_3

Condensed Consolidated Balance Sheet Components	9 Months Ended
	Mar. 31, 2024
Condensed Consolidated Balance Sheet Components
Condensed Consolidated Balance Sheet Components	5. Condensed Consolidated Balance Sheet Components Inventories Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Finished goods ​ $ 181 ​ $ 629 Total inventories ​ $ 181 ​ $ 629 ​ The Company has determined that certain inventory related to Presto Touch solution was not recoverable based on expected demand and market conditions. As a result, the Company recorded an inventory impairment charge of $0.4 million for the nine months ended March 31, 2024, in cost of revenue on the condensed consolidated statement of operations and comprehensive income (loss). The Company did not record an impairment charge during the three months ended March 31, 2024 or in the three and nine months ended March 31, 2023. Investments in Non-Affiliates In December 2022, the Company entered into a simple agreement for future equity (“SAFE”) with a non-affiliated entity, with the Company making a $2.0 million investment in the entity. The non-affiliated entity is a closely-held, early-stage technology company, focused on the research and development of voice-related AI products, which to date has been financed through equity and other SAFE investments. The Company’s investment was made to provide further financing to the non-affiliated entity’s research and development efforts. The investment does not provide for the voluntary right to redeem or automatic redemption on a stated date, nor does the Company have the right to voluntarily convert. Rather, under a defined next financing, liquidity event, or dissolution conditions of the non-affiliated entity, the investment will either be converted into a future series of preferred stock of the issuer or may be redeemed for cash. The Company has determined that the Company’s investment in the non-affiliate is an equity security, whereby such investment does not give the Company a controlling financial interest or significant influence over the investee. Further, the Company has determined that the Company’s investment in the non-affiliated entity represents an interest in a variable interest entity (“VIE”), for which the Company has determined it is not the primary beneficiary of such non-affiliated entity. Based on the Company’s knowledge and interaction with the non-affiliated entity, in the Company’s judgment, the activities that most significantly impact the non-affiliated entity’s economic performance are those related to the governance and management decisions regarding operations risk. The Company has determined that it does not have the power to direct such activities, because it has no participation on the board of directors of the VIE or through other ways to influence such activities. Accordingly, the Company has accounted for the investment as a financial instrument without a readily determinable fair value. Such investment is recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the three and nine months ended March 31, 2024 and 2023, no impairments or observable price changes were identified or recorded. The Company considers the cost of the investment to be the maximum exposure to loss as a result of its involvement with the non-affiliated entity. The Company has no plans at this time for further investment or other form of financial support. Property and Equipment, net Property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Tablets ​ $ 4,746 ​ $ 5,774 Computer equipment ​ 704 ​ 621 Voice equipment ​ ​ 412 ​ ​ 17 Total property and equipment ​ 5,862 ​ 6,412 Less: accumulated depreciation ​ (5,285) ​ (5,503) Property and equipment, net ​ $ 577 ​ $ 909 ​ Depreciation expense was $0.1 million and $0.7 million for the three and nine months ended March 31, 2024, respectively, and $0.4 million and $1.0 million for the three and nine months ended March 31, 2023, respectively. Intangible Assets, net Intangible assets, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Capitalized software ​ $ 9,670 ​ $ 9,754 Developed technology ​ — ​ 1,300 Domain name ​ 151 ​ 151 Intangible assets, gross ​ 9,821 ​ 11,205 Less: accumulated amortization ​ (1,695) ​ (677) Intangible assets, net ​ $ 8,126 ​ $ 10,528 ​ Intangible assets have weighted-average amortization periods as follows: ​ ​ ​ ​ ​ Years Capitalized software 4 Developed technology 4 Domain Name 15 ​ Amortization expense of intangible assets was $0.5 million and $1.7 million for the three and nine months ended March 31, 2024, respectively, and $0.1 million and $0.3 million for the three and nine months ended March 31, 2023, respectively. During the nine months ended March 31, 2024, the Company changed its strategy in connection with the attempted deployment of its vision capitalized software upon which it was determined that the carrying amount of the software may not be recoverable. The Company concluded that the product had no future net undiscounted cash flows due to the focus on Presto Voice and the obsolescence of the vision technology. Therefore, the Company recorded an impairment charge of In addition, the Company recorded an impairment charge of $0.4 million in the nine months ended March 31, 2024, related to the next generation of its Presto Touch capitalized software as the shift in strategy to focus on Presto Voice and wind-down Presto Touch led to the conclusion that the carrying value of this technology was not recoverable. The Company did not record an impairment charge in the three months ended March 31, 2024. Both of these abandoned technologies had not previously been placed into service. Total impairment charge in the nine months ended March 31, 2024 was $3.2 million recorded in research and development expenses ​ ​ The Company did not record an impairment charge in the three and nine months ended March 31, 2023. Total future amortization expense for intangible assets is estimated as follows: ​ ​ ​ ​ ​ Remainder of 2024 $ 593 2025 ​ 2,359 2026 ​ 2,355 2027 ​ 2,355 2028 ​ 464 Thereafter ​ ​ — Total ​ $ 8,126 ​ Accrued Liabilities Accrued liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Accrued expenses ​ $ 1,893 ​ $ 253 Accrued vacation ​ 702 ​ 868 Accrued payroll ​ ​ 1,066 ​ ​ 1,208 Operating lease liability, current ​ 230 ​ 355 Accrued interest ​ 15 ​ 375 Accrued repair cost (Refer to Note 8) ​ — ​ 392 Accrued sales tax ​ 146 ​ 134 Accrued other ​ 115 ​ 734 Total accrued liabilities ​ $ 4,167 ​ $ 4,319 ​ Other Long-term Liabilities Other long-term liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Unvested Sponsor Shares Liability ​ $ 8 ​ $ 1,399 Operating lease liability, net of current portion ​ — ​ 136 Total other long-term liabilities ​ $ 8 ​ $ 1,535 ​

Financing Obligations

Financing Obligations	9 Months Ended
	Mar. 31, 2024
Financing Obligations
Financing Obligations	6. Financing Obligations The Company’s financing obligations, net of discounts, consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 Receivable financing facility ​ $ 3,540 ​ $ 4,067 Equipment financing facility ​ — ​ 609 Total financing obligations ​ 3,540 ​ 4,676 Less: financing obligations, current ​ (3,540) ​ (1,676) Total financing obligations, noncurrent ​ $ — ​ $ 3,000 ​ Receivable Financing Facility The Company’s receivable financing facility requires monthly payments of principal and interest totaling an aggregate principal and interest of $0.4 million, $1.8 million and $1.8 million for the remainder of fiscal year 2024, fiscal year 2025 and fiscal year 2026, respectively. 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 $3.5 million as current on the condensed consolidated balance sheet as of March 31, 2024. On December 15, 2023, and subsequently, on February 15, 2024 ​ Equipment Financing Facility The Company has equipment financing facilities with third party financing partners to secure payments of certain Presto Touch tablet purchases. Such arrangements generally had terms ranging from three 4-year

Debt Arrangements

Debt Arrangements	9 Months Ended
	Mar. 31, 2024
Debt Arrangements
Debt Arrangements	7. Debt Arrangements The Company’s outstanding debt, net of debt discounts, consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 CA Note $ 3,964 $ — Credit Agreement ​ ​ 46,082 ​ ​ 50,639 January 2024 Convertible Notes ​ ​ 7,771 ​ ​ — March 2024 Convertible Note ​ ​ 719 ​ ​ — Premium Financing ​ ​ 225 ​ ​ — Total debt ​ 58,761 ​ 50,639 Less: debt, current ​ (58,761) ​ (50,639) Total debt, noncurrent ​ $ — ​ $ — ​ Term Loan - Credit Agreement On September 21, 2022, in connection with the consummation of the Merger, the Company entered into the Credit Agreement with the subsidiary guarantors party thereto, the Agent, the Lenders and other parties party thereto, pursuant to which the Lenders extended the Term Loans having an aggregate original principal amount of $55.0 million. The Term Loans were borrowed in full on September 21, 2022. In conjunction with the initial Credit Agreement, the Company issued Third Amendment to Credit Agreement (2) and (3 ​ Upon the effectiveness of the Third Amendment, the Company obtained waivers of all previous financial covenant breaches. Further, the Third Amendment also eliminates all financial covenants with the exception of two which are a minimum cash collateral balance of $10.0 million and the “cash burn” covenant. The definition of the “cash burn” covenant was revised to allow for the exclusion of certain expenses from the calculation, including those related to severance and certain outside professional fees. New agreed upon “cash burn” covenant levels were also agreed upon. Subject to certain excluded payments, the decrease in operating cash may not exceed an agreed amount for each rolling three-month period, subject to certain customary operating fluctuations and adjustments. The Third Amendment also provides that, with respect to interest accruing for the interest periods ending September 30, 2023 through January 31, 2024, the Company may elect that 100% of the accrued but unpaid interest under the Term Loans may be capitalized as principal, or “PIK Interest” on a monthly basis. After January 31, 2024, the Company may request that 100% of the accrued but unpaid interest under the Term Loans be capitalized as PIK Interest on a monthly basis, subject to the prior approval by the Agent. Absent such a request or in the absence of approval by the Agent, such interest is required to be paid in cash on a monthly basis. Amounts outstanding under the Credit Agreement will incur interest at the rate of 15% per annum. The Term Loans mature on March 21, 2025. On October 10, 2023, in connection with the Third Amendment, the Company entered into the Third Amended and Restated Fee Letter (the “Third Amendment Fee Letter”) with Metropolitan, pursuant to which the Company paid an amendment fee equal to $0.1 million and granted warrants to purchase 25,000 shares of common stock, with an exercise price of $0.01 per share (the “Third Amendment Fee Warrants”) and, together with the Third Amendment Conversion Warrants, the “Third Amendment Warrants.” See Note 10 for further details. The PIK Interest forgiven of $6.0 million exceeded the Third Amendment Warrants fair value of $5.2 million which resulted in a reduction of the debt discount of $0.8 million which will be amortized along with the unamortized debt discount using the effective interest rate over the life of the loan. ​ The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant. 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% . Further, 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 amended, as current on the condensed consolidated balance sheet as of March 31, 2024 and June 30, 2023. The Company received a notice of default from the Lender on January 4, 2024 notifying the Company of the occurrence of an event of default resulting from the Company not providing a sufficient plan to the Lender for the wind-down of the Presto Touch solution by the required due date of December 31, 2023. The Company also received a default notice for non-payment of the quarterly monitoring fee of $0.1 million. On January 11, 2024, following the notice of default received from the Lender on January 4, 2024, as described above, the Company’s Lenders delivered an activation notice to the Company’s bank resulting in the wiring of $10.0 million of the Company’s restricted cash to the Lenders. The funds were applied to reduce the outstanding loan balance. Forbearance and Fourth Amendment to Credit Agreement On January 22, 2024, the Company entered into a Forbearance Agreement and Fourth Amendment to Credit Agreement (the “January Forbearance Agreement”) with the Agent, the Lenders and certain significant stockholders of the Company. The January Forbearance Agreement provided that the Lenders would not exercise remedies for a specified period of time pursuant to the events of default in the notice of default from the Lender on January 4, 2024, as well as the anticipated future event of default due to the Company failing to appoint a new Chief Financial Officer reasonably acceptable to the Agent within 90 days of the prior Chief Financial Officer’s resignation, subject to the agreements and conditions set out below. ​ The January Forbearance Agreement provided that, contingent on the Company raising gross cash proceeds raised of $6.0 million by January 29, 2024 in a capital raise defined as the sale of new equity interests of the Company or the issue of a convertible subordinated note with specified terms and conditions and that is reasonably satisfactory to the Lender (the “Capital Raise”), the forbearance date would be extended to February 29, 2024. ​ The January Forbearance Agreement was contingent on the Company having appointed an independent member of the Board whose independence was acceptable to the Agent in its sole discretion. This was satisfied with the appointment of Matthew MacDonald as a member of the Board on January 28, 2024. ​ On February 17, 2024, the Company received notice from the Agent and the Lenders of two events of default under the Credit Agreement: (1) that the Company did not replace its CEO with a chief restructuring officer or person with significant restructuring, turnaround and insolvency experience reasonably acceptable to the Agent within the time period required following the resignation of the prior CEO; and (2) that the Company failed to deliver certain financial reports to the Agent on a weekly basis as required by the Credit Agreement. As a result, the Agent and the Lenders notified the Company that the January Forbearance Agreement had terminated on February 17, 2024. ​ Fifth Amendment to Credit Agreement ​ On January 30, 2024, the Company entered into the ​ ● The parties confirmed that the January 2024 Offering (as defined below) satisfied the requirements of the January Forbearance Agreement in order for the Lenders to grant continued forbearance with respect to events of default under the Credit Agreement. ● The date until which initial forbearance is granted was extended from the original date of February 29, 2024 in the January Forbearance Agreement until March 8, 2024. ● The Company agreed that on or prior to March 6, 2024, it would hold a shareholder meeting, among other things, to (i) approve the issuance of certain shares issuable in connection with any securities subject to the 19.99% cap imposed by Nasdaq rules, including, without limitation, the Third Amendment Conversion Warrants, the Fifth Amendment Warrants and the January 2024 Convertible Notes, and (ii) amend its certificate of incorporation to increase the authorized shares of Common Stock to not less than 100,000,000,000 shares. The failure of such meeting of the shareholders of the Company to occur on or before March 6, 2024 would constitute an immediate event of default under the Credit Agreement. ● The Company anticipated that its cash payments in February will result in a reduction in its operating cash that breaches the permitted “Net Adjusted Decrease in Operating Cash” covenant under the Credit Agreement. This anticipated event of default under the Credit Agreement is made subject to the January Forbearance Agreement. ​ In connection with the effectiveness of the Fifth Amendment, the Company issued to the Agent warrants to purchase 5,323,298 shares of Common Stock (the “Fifth Amendment Warrants”) reflecting a value equal to the amount of interest that would accrue on the outstanding loan under the Credit Agreement through December 31, 2024 at a rate of 4% per annum to account for the reduction in interest rate under the Credit Agreement from 12% to 8% upon the closing of the January 2024 Offering (as defined below). Refer to Note 10 for additional information regarding the Fifth Amendment Warrants. ​ Sixth Amendment to the Credit Agreement ​ On March 1, 2024, the Company entered into a Forbearance Agreement and Sixth Amendment to Credit Agreement (the “March Forbearance Agreement”) with the Agent, the Lenders and certain significant stockholders of the Company. ​ The March Forbearance would terminate upon the following dates: (a) the Forbearance Termination Date; (b) the date on which the Company or any other party to the Credit Agreement (each, a “Loan Party”) commences, or threatens in writing to commence, any litigation against the Agent or any Lender; (c) the date on which any Loan Party takes any action inconsistent with the Agent’s or any Lender’s interests in the Collateral (as defined in the Credit Agreement); (d) the commencement of any insolvency proceeding by or against any Loan Party; (e) any amendment to the Loan Parties’ certificate of incorporation, bylaws or other operating documents, or the Company entering into any stockholders agreement or other operating document, which in any way amends or alters (A) the composition of the Company’s board of directors including providing any stockholder or other person with any right to designate a director, (B) the relative voting rights of members of the board of directors or stockholders, or (C) the terms of the Loan Parties’ governance; (f) Paul Hastings LLP ceases, for any reason, to act as corporate counsel to the Loan Parties; (g) on the date that is three (3) days after March 1, 2024, if by that date the Loan Parties have not retained an interim or permanent resource to support capital markets activity reasonably acceptable to Agent in its sole discretion or (h) the occurrence or existence of any default or event of default under the Forbearance Agreement or under any loan document, or any event or circumstance which, with notice or the passage of time, shall become an event of default, other than the Forbearance Defaults. ​ Seventh Amendment to the Credit Agreement ​ On March 21, 2024, the Company entered into a Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement with the Agent for the Lenders. Pursuant to the Seventh Amendment, the Lenders agreed not to exercise remedies with respect to a number of events of default prior to April 15, 2024 to the extent $2.0 million is advanced to the Company pursuant to the CA Note (defined below) on March 21, 2024 and prior to May 15, 2024 to the extent an additional $2.0 million is advanced to the Company pursuant to the CA Note (defined below) on March 30, 2024 (in either case, the “New Forbearance Termination Date”). The Seventh Amendment further provides that (1) the minimum unrestricted cash amount under the Credit Agreement will be zero from March 21, 2024 until the day prior to the New Forbearance Termination Date and will become $10 million on the New Forbearance Termination Date, and (2) an event of default by the Company under the CA Note will constitute an event of default under the Credit Agreement as well. ​ ​ Subordinated Convertible Notes On January 29, 2024, the Company entered into securities purchase agreements for the issuance and sale of subordinated convertible notes with several investors for an aggregate cash proceeds of $6.0 million principal amount. In addition, a $3.0 million principal amount of subordinated notes was issued (together with the $6.0 million principal amount, the “January 2024 Convertible Notes” or the “January 2024 Offering”) in exchange for the Company repurchasing 3,000,000 shares of the Company’s common stock that the investor had purchased in the November 2023 Offering at a price of $1.00 per share in addition to forfeiting the right to receive 9,000,000 additional shares of common stock that would be issuable as a result of triggering the anti-dilution adjustment in the November Purchase Agreement. The January 2024 Convertible Notes mature on March 30, 2026. ​ The January 2024 Convertible Notes accrue PIK ​ On March 1, 2024 the Company issued to Remus Capital a subordinated convertible note in the principal amount of $1.0 million (the “March 2024 Convertible Note”) in consideration for a cash investment of $960,000 from Remus Capital. The March 2024 Convertible Note accrues interest monthly by increasing principal at a rate of 7.5% per annum. The interest rate shall increase to 12% in the case of an event of default. The March 2024 Convertible Note is convertible into 3,840,000 shares of common stock at the option of the holder at the conversion price of $0.25 per share and matures on March 30, 2026. The March 2024 Convertible Note will convert mandatorily into common stock at the then prevailing conversion price immediately prior to (a) a qualifying restructuring transaction, or (b) a qualifying change of control transaction with a financial investor. The Company has elected the fair value option to account for the March 2024 Convertible Note and the resulting change in the fair value of the March 2024 Convertible Note is recorded on the condensed consolidated statement of operations in the change in fair value of warrants and convertible promissory notes for the three and nine months ended March 31, 2024. ​ Since the Company cannot be certain it will be in compliance with all covenants of the Credit Agreement in the next twelve months if additional financing is not secured, and an event of default on the January 2024 Convertible Notes and the March 2024 Convertible Note includes an event of default on any debt above $0.5 million, the Company has classified the balance of the January 2024 Convertible Notes and the March 2024 Convertible Note as current on the condensed consolidated balance sheet as of March 31, 2024. ​ The January 2024 Convertible Notes and the March 2024 Convertible Note are subordinated to the prior payment in cash in full of the Credit Agreement (“Senior Indebtedness”), and no principal or interest may be paid in cash on the January 2024 Convertible Notes or the March 2024 Convertible Note prior to the repayment in cash in full of the Senior Indebtedness. All or a portion of the January 2024 Convertible Notes and the March 2024 Convertible Note can be redeemed at the option of the holder upon an event of default at a price equal to the greater of (i) the sum of the conversion amount which is the portion of principal, plus accrued PIK interest and (ii) the product of (X) the conversion amount divided by $0.25, subject to adjustment, multiplied by the greatest closing sale price of the Company’s common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment. This clause is subject to the payment in full of the Senior Indebtedness as noted above. ​ Upon a bankruptcy event of default, the Company must immediately pay to the holders an amount in cash representing all outstanding principal, accrued interest, and other charges. A bankruptcy event of default is defined as: ​ CA Note ​ On March 21, 2024, the Company issued to CA a secured promissory note in the principal amount of $4.0 million (the “CA Note”), pursuant to which CA agreed to make two loans totaling an aggregate of $4.0 million to the Company. The first loan was made on March 21, 2024 in the amount of $2.0 million and the second loan was made on March 30, 2024 in the amount of $2.0 million. The CA Note shall be repaid no later than May 15, 2024. Interest on the CA Note accrues by increasing principal at a rate of 12.0% per annum. On the maturity date, the Company will pay the interest then due by adding such outstanding interest to the aggregate principal amount of the loans. ​ The CA Note is secured by a first priority lien on substantially all of the Company’s assets, pursuant to that certain security agreement, dated as of March 21, 2024, by and between the Company and CA. ​ The CA Note is subject to a subordination agreement (the “Subordination Agreement”) among the Agent and the Lenders, CA, and the Company. Under the Subordination Agreement, (1) the Agent and the Lenders agree to subordinate their liens on the collateral to the liens of CA securing the CA Note, (2) CA agrees that, prior to repayment of amounts payable to the Lenders, it will not take any enforcement action with respect to the CA Note without the consent of the Agent, (3) the Agent will retain the sole right to engage in enforcement actions and otherwise manage the collateral, and (4) the Agent and/or the Lenders, at any time, may purchase the outstanding loans, at par, without regard to any prepayment penalty or premium. ​ ​ Premium Financing On October 4, 2023, the Company entered into a premium financing agreement to finance approximately $0.8 million in the form of a term loan, which is secured by the Company’s insurance policies. The proceeds of the loan will be used to pay insurance premiums for Directors and Officers (“D&O”) insurance. The related interest rate is 8.43% with monthly principal and interest payments of $0.1 million and a maturity date of May 21, 2024. Previously Issued 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 and embedded warrants converted into shares of common stock. As a consequence of the note and warrant conversion, 8,147,938 shares of common stock were issued. Immediately prior to conversion, the convertible promissory notes were remeasured to the then fair value of $41.4 million, resulting in a gain on remeasurement of $48.3 million which was recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended March 31, 2023. As a consequence of the conversion, $41.4 million was reclassified into additional paid-in capital. Accordingly, there were no remeasurement effects related to the convertible promissory notes, as such notes were no longer outstanding during the three months ended March 31, 2023. Other 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 had a term of 54 months from each loan funding date. 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 matured on April 1, 2023. 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 Lago should be accounted for as an extinguishment of debt and recorded 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 to Lago 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 March 2021, the Company obtained a Paycheck Protection Program (“PPP”) loan in the amount of $2.0 million through the U.S. Small Business Administration. The loan was 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, 2023, the Company received forgiveness of the PPP loan of $2.0 million and recognized income on forgiveness within other income, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss). Future principal payments on debt i ncluding interest payments elected to be capitalized as PIK Interest ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2024 Remainder of 2024 ​ $ 4,221 2025 ​ ​ 53,119 2026 ​ ​ 10,069 Total future payments on debt obligations ​ $ 67,409 ​

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Mar. 31, 2024
Commitments and Contingencies
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. The Company has incurred costs to refurbish customer tablets in the three and nine months ended March 31, 2024 of $0.3 million and $0.8 million, respectively, and in the three and nine months ended March 31, 2023, of $0.3 million and $1.2 million, respectively, which are 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 $0.4 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 June 30, 2023. There is no liability for service level agreements as of March 31, 2024. 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 solutions 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 D&O insurance coverage that may enable the Company to recover a portion of any future amounts paid. Legal Proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In general, the resolution of a legal matter could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable, and subject to significant uncertainties. At this time, other than identified below, the Company does not have any such matters that, if resolved unfavorably, could reasonably be expected to 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 in a patent infringement lawsuit in the U.S. District Court for the district of Delaware that was brought against Hi Auto, Inc. by Valyant AI, Inc. (“Valyant”) in December 2021, alleging infringement of Valyant’s patent relating to a speech-based/natural language order process system. The lawsuit sought to enjoin the co-defendants from continued alleged infringement and sought unspecified statutory and other damages. On October 23, 2023, the patent infringement lawsuit for which the Company was named as a co-defendant was dismissed. ​ In June 2022, the Company received a favorable arbitrator ruling from the Singapore International Arbitration Center related to a matter with its third-party subcontractor, XAC Automation Corp (“XAC”) and was awarded approximately $11.3 million in damages related to the Company’s loss on infrequent product repairs and to cover its legal expenses. This arbitration ruling was affirmed by the appellate court in the country of the arbitration ruling on March 6, 2023. The vendor appealed the ruling to the highest court in that country in May 2023. In a decision rendered on January 16, 2024 by the Singapore Court of Appeal, the Company obtained a favorable verdict in the final hearing regarding its case against XAC. The Court dismissed XAC’s appeal and upheld the award of $11.3 million previously made to the Company. XAC has no further recourse to set aside the award and the Company is able to seek to enforce the award against XAC in Taiwan, the country of XAC’s domicile, going forward. The Company intends to pursue full collection of this award from XAC in Taiwan, which involves domesticating the award there and may take between several months to more than a year. The award has not met the criteria to be considered realizable as of March 31, 2024. As a result, the Company has not recognized any gain related to this settlement in its condensed consolidated statement of operations and comprehensive income (loss). ​ During fiscal year 2023, the Company received a legal demand with certain former employees who were part of its May 2022 acquisition of Cyborg Ops, Inc. The demand relates to the basis of their change in employment status and whether certain unvested equity in the amount of 256,891 restricted stock awards for employee terminations during fiscal year 2023, which were forfeited and cancelled upon their departure in accordance with the terms of their employment contracts, warranted full and accelerated vestiture upon their last date of employment with the Company. A further termination occurred in the first fiscal quarter of 2024 for which an incremental amount of restricted stock units of 97,881 are included in the legal demand. The Company maintains that it is not probable that there is a financial obligation related to this matter nor can the Company estimate any reasonable possible loss at this time, accordingly the Company has not recorded a charge for this matter. ​ In July 2023, the Company and certain of its current and former executive officers received

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Mar. 31, 2024
Stockholders' Deficit
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 shares of common stock and 1,500,000 shares of preferred stock. Following Board approval, on February 26, 2024, the stockholders of the Company approved an amendment to the second amended and restated certificate of incorporation of the Company which increased the number of authorized shares of common stock of the Company from 180,000,000 shares to 100,000,000,000 shares. October Purchase Agreement On October 10, 2023, the Company entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with CA, which closed on October 16, 2023, pursuant to which the Company agreed to sell an aggregate of 1,500,000 newly issued shares of the Company’s common stock, at a purchase price of $2.00 per share for an aggregate purchase price of $3.0 million. The October Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing is subject to customary closing conditions. In addition, the October Purchase Agreement includes anti-dilution provisions relating to future issuances or deemed issuances of common stock from the closing date to April 1, 2024 at a price per share below $2.00 per share, which would require the Company to issue additional shares of common stock to CA, upon the terms and subject to the conditions contained in the October Purchase Agreement. The anti-dilution provisions were triggered by the November 2023 Offering (as defined below), the January 2024 Offering and the February Offering (as defined below), and required the Company to issue 9.0 million and 10.5 million additional shares in the aggregate to CA for the three and nine months ended March 31, 2024. The down-round provision is accounted for when it is triggered as a deemed dividend. On March 21, 2024 the Company entered into a second amendment to the October Purchase Agreement which extended the anti-dilution coverage through September 30, 2024 and re-affirmed the triggering price to $0.25 per share. ​ November 2023 Capital Raise On November 17, 2023, the Company entered into agreements (the “November Purchase Agreements”) with a syndicate of investors (the “November Purchasers”) for the sale of 7,000,000 shares of the Company’s common stock in a registered offering that resulted in gross proceeds of $7.0 million (the “November 2023 Offering”). As part of the offering, a related party, Zaffran Special Opportunities, LLC, received an additional 750,000 shares, for total shares issued of 7,750,000. The offering resulted in fees of $0.8 million and closed on November 21, 2023. The November Purchase Agreements include anti-dilution provisions relating to future issuances or deemed issuances of the Company’s common stock from November 21, 2023 to April 1, 2024 at a price per share below $1.00 , which would require the Company to issue additional shares of common stock to the purchasers, upon the terms and subject to the conditions contained in the November Purchase Agreements. ​ The November 2023 Offering triggered anti-dilution provisions in the October Purchase Agreement and the Third Amendment Conversion Warrants. Refer to Note 10 for details on the impact on the Third Amendment Conversion Warrants. Pursuant to the October Purchase Agreement, The Company agreed with each of CA, and the Lenders that the “New Issuance Price” (as defined in the October Purchase Agreement and Third Amendment Conversion Warrants, respectively) would be $1.00 . On November 17, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Northland Securities, Inc. (“Northland”), Chardan Capital Markets LLC (“Chardan”) and The Benchmark Company, LLC (“Benchmark”), to act as exclusive placement agents in connection with the November 2023 Offering (collectively, the “Placement Agents”). The Company agreed to (i) pay the Placement Agents a cash fee equal to $0.5 million, (ii) reimburse Northland up to $0.1 million for its reasonable and documented offering-related legal and other expenses and (iii) reimburse Benchmark ​ Triggering and Partial Waiver of Anti-dilution Protection Associated with the January 2024 Offering The issuance of the January 2024 Convertible Notes triggered anti-dilution adjustment provisions in the October Purchase Agreement, the Third Amendment Conversion Warrants and the November Purchase Agreements. Refer to Note 10 for details on the impact on the Third Amendment Conversion Warrants. The investors in the October Purchase Agreement and the November Purchase Agreements (other than one investor holding 1,000,000 shares) and the Lenders agreed that the “New Issuance Price” for the purpose of anti-dilution protection would be $0.40 and not $0.25. For the one investor holding 1,000,000 shares, the “New Issuance Price” was $0.25. As a result, the Company issued 12,000,000 additional shares of the Company’s common stock to the investors in the October Purchase Agreement and the November Purchase Agreements, which was accounted for as a deemed dividend resulting in a $7.7 million offsetting adjustment within additional paid-in capital. Additional shares issued includes the one investor holding 1,000,000 shares who received 3,000,000 additional shares and excludes the lead investor holding 3,000,000 shares that were forfeited and exchanged for $3.0 million principal amount of January 2024 Convertible Notes. ​ March Equity Raises On February 29, 2024, the Company entered into securities purchase agreements (the “February Purchase Agreement”) with several investors (the “February Purchasers”) relating to the issuance and sale of an aggregate of 8,533,000 shares of common stock, (the “February Offering”) for aggregate gross proceeds to the Company of $2.1 million, before deducting placement agent fees and other expenses of $0.5 million. The February Offering closed on March 4, 2024. On March 14, 2024, the Company entered into securities purchase agreements (the “March Purchase Agreement”) with several investors (the “March Purchasers”) relating to the issuance and sale of an aggregate of 4,800,000 shares of common stock, (the “March Offering”) for aggregate gross proceeds to the Company of $1.2 million, before deducting placement agent fees and other expenses of $0.2 million. The March Offering closed on March 18, 2024. The February Offering triggered anti-dilution adjustment provisions in the October Purchase Agreement, the Third Amendment Conversion Warrants, the Fifth Amendment Warrants and the November Purchase Agreements. Refer to Note 10 for details on the impact on the Third Amendment Conversion Warrants and the Fifth Amendment Warrants. CA received 4,500,000 additional shares and the November Purchasers Other Common Stock Transactions 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 shares in the Company. Further, such investor held a significant portion of outstanding convertible notes on the date the investment was made. The Company recorded the proceeds received as an increase to additional paid-in capital. On September 21, 2022, in connection with the closing of the Merger, Ventoux and Legacy Presto and a proposed convertible note lender (“Silver Rock”) agreed to terminate the proposed amended and restated convertible note subscription agreement, dated July 25, 2022, which was to be funded at the closing of the Merger. Pursuant to the termination agreement, Silver Rock agreed to the termination in exchange for 400,000 shares of common stock of Legacy Presto which were converted into 323,968 shares of Company common stock pursuant to the terms of the Merger Agreement. The share transfer was determined to be a termination fee valued at $1.6 million for the nine months ended March 31, 2023, recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss), with an offsetting increase to additional paid-in capital. The Company also agreed to pay certain expenses of Silver Rock in the amount of $0.5 million during the nine months ended March 31, 2023, which is recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss). In addition to the consideration transferred directly by the Company, 500,000 warrants to purchase common stock, held by the Sponsors, were transferred to Silver Rock. The substance of the warrant transfer by the Sponsor to Silver Rock under the termination agreement was such that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to Silver Rock in exchange for termination of the convertible note agreement. Accordingly, the Company recorded the transaction during the nine months ended March 31, 2023, as other financing cost of $0.8 million within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss) with an offsetting increase to additional paid-in capital for the contribution. The Company has the following shares of common stock reserved for future issuance: ​ ​ ​ ​ ​ As of ​ ​ March 31, ​ ​ 2024 Warrants to purchase common stock ​ 53,857,731 January 2024 Convertible Notes ​ 36,000,000 March 2024 Convertible Note ​ 3,840,000 Common stock options and RSUs ​ 8,431,424 Equity awards available for future grants 3,722,827 Sponsor share liability ​ 444,500 Earnout shares 14,049,457 ​ 120,345,939 ​

Warrants

Warrants	9 Months Ended
	Mar. 31, 2024
Warrants
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 as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants are classified as liabilities when there is variability in the number of shares, and when the variability is not related to an implicit or explicit input to the valuation of the Company. Liability-classified warrants are remeasured at each reporting date until settlement, with changes in the fair value recognized in change in fair value of warrants and convertible notes in the condensed consolidated statement of operations and comprehensive income (loss). Warrants that meet the fixed-for-fixed criteria or contain variability related to an implicit or explicit input to the valuation of the Company are classified as equity instruments. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. ​ Warrant Issuances to Purchase Common Stock ​ On October 16, 2023, in connection with the Third Amendment, the Company granted the Third Amendment Conversion Warrants and the Third Amendment Fee Warrants to purchase 3,000,000 and 25,000 shares of common stock, respectively, with an exercise price of $0.01 per share (refer to Note 7 for additional details of the Third Amendment Conversion Warrants). The Third Amendment Conversion Warrants include anti-dilution provisions relating to future issuances or deemed issuances of common stock from the issuance date of the Third Amendment Conversion Warrants to April 1, 2024 at a price per share below $2.00 per share, which would require the Company to issue additional shares of common stock to the lenders, upon the terms and subject to the conditions contained in the agreement. The anti-dilution provisions of the Third Amendment Conversion Warrants were triggered by the November 2023 Offering and the Company was required to increase the number of shares issuable under the Third Amendment Conversion Warrants from 3,000,000 to 6,000,000 shares of common stock and the triggering price was reduced to $1.00 per share. The anti-dilution provisions were further triggered by the January 2024 Offering and the Company was required to increase the number of shares issuable under the Third Amendment Conversion Warrants from 6,000,000 to 15,000,000 shares of common stock and the triggering purchase price was reduced to $0.40 per share. The anti-dilution provisions were further triggered by the February Offering and the Company was required to increase the number of shares issuable under the Third Amendment Conversion Warrants from 15,000,000 to 24,000,000 shares of common stock and the triggering purchase price was reduced to $0.25 per share. The increase in the fair value of the warrants is recorded to change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss). On March 21, 2024, the Third Amendment Conversion Warrants was amended and restated to extend the anti-dilution coverage from April 1, 2024 to September 30, 2024. The effects of the anti-dilution amendment is included in the change in the warrant liability during and as of the three months ended March 31, 2024. ​ On January 31, 2024, in connection with the Fifth Amendment, the Company issued the Fifth Amendment Warrants to purchase 5,323,298 shares of common stock, with an exercise price of $0.01 per share. The Fifth Amendment Warrants are subject to anti-dilution provisions relating to future issuances or deemed issuances of common stock from the issuance date of the Fifth Amendment Warrants to April 1, 2024 at a price per share below $0.40 , upon the terms and subject to the conditions contained in the Fifth Amendment Warrants. The anti-dilution provisions of the Fifth Amendment Warrants were triggered by the February Offering and the Company was required to increase the number of shares issuable under the Fifth Amendment Warrants from 5,323,298 to 8,517,278 shares of common stock, . On March 21, 2024, the Fifth Amendment Warrants were amended and restated to extend the anti-dilution coverage from April 1, 2024 to September 30, 2024. ​ The following tables represent the warrants outstanding and the underlying common stock as of March 31, 2024 and June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ ​ Expiration date Exercise Price Number of Shares Term (years) 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 ​ $ 5.85 ​ 84,461 6.5 Liability Common June 2028 ​ $ 0.01 ​ 404,961 [D] 6.7 Equity Common [E] ​ $ 0.37 ​ 178,395 ​ 10 Equity Common March 2026 ​ $ 0.37 ​ 57,952 ​ 10 Liability Common July 2027 ​ $ 5.85 ​ 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 [H] 5 Equity Common September 2027 ​ $ 11.50 6,125,000 [I] 5 Liability Common ​ March 2028 ​ $ 0.01 ​ 400,000 [F] 5 ​ Liability Common ​ May 2028 ​ $ 0.01 ​ 2,500,000 [G] 5 ​ Liability Common ​ October 2028 ​ $ 0.01 ​ 24,025,000 [J] 5 ​ Liability Common ​ January 2029 ​ $ 0.01 ​ 8,517,278 [K] 5 ​ Liability Total ​ ​ 53,857,731 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2023 ​ ​ Expiration date Exercise Price Number of Shares Term (years) 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 ​ $ 5.85 * 84,461 6.5 Liability Common June 2028 ​ $ 0.01 404,961 [D] 6.7 Equity Common [E] ​ $ 0.37 178,395 ​ 10 Equity Common March 2026 ​ $ 0.37 57,952 ​ 10 Liability Common July 2027 ​ $ 5.85 * 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 [H] 5 Equity Common September 2027 ​ $ 11.50 6,125,000 [I] 5 Liability Common ​ March 2028 ​ $ 0.01 ​ 400,000 [F] 5 ​ Liability Common ​ May 2028 ​ $ 0.01 ​ 2,500,000 [G] 5 ​ Liability Total ​ ​ 21,315,453 ​ * ​ [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, 2024 and June 30, 2023. Warrant will also expire at the earliest of 10 years [C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur. [D] — 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 202,715 are outstanding as of March 31, 2024, respectively, and 66,396 remained contingent as of June 30, 2023. No warrants remained contingent to be issued as of March 31, 2024. 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). [E] — 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. The Merger did not satisfy either of these criteria. [F] — In connection with the First Amendment to the Credit Agreement, the Company issued 400,000 warrants to the Lenders as a fee. The warrant holder may redeem for cash, the First Amendment Warrants at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. [G] In connection with the effectiveness of the Second Amendment to the Credit Agreement, the Company issued the Second Amendment Warrants. The Second Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not affect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Second Amendment Warrants for cash at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. [H] Represents 17,250,000 public warrants, assumed as part of the Merger, that are exercisable for one -half of a share of the Company’s common stock for an exercise price of $8.21 per whole share. The Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of common stock equals or exceeds 165% of the volume weighted average per share, for 20 trading days starting on the trading day prior to the day on which the Company consummated the Merger for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given within a 30 -trading day period ending on the third business day prior to the notice of redemption. [I] The private warrants are exercisable for a price of $11.50 per whole share and are non-redeemable so long as they are held by the initial purchasers or their affiliates. If transferred, the Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 -trading day period ending on the third business day prior to the notice of redemption. [J] In connection with the Third Amendment to the Credit Agreement, the Company issued the Third Amendment Conversion Warrants and the Third Amendment Fee Warrants (together, “Third Amendment Warrants”). The Third Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not affect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Third Amendment Warrants for cash at their then fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. The Third Amendment Conversion Warrants are subject to anti-dilution provisions relating to future issuances or deemed issuances of common stock from the issuance date of the Third Amendment Conversion Warrants to September 30, 2024, as modified. ​ [K] In connection with the Fifth Amendment to the Credit Agreement, the company issued the Fifth Amendment Warrants. The Fifth Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not effect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Fifth Amendment Warrants for cash at their then fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. The Fifth Amendment Warrants are subject to anti-dilution provisions related to future issuances or deemed issuances of common stock from the issuance date of the Fifth Amendment Warrants to September 30, 2024, as modified.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Mar. 31, 2024
Stock-Based Compensation
Stock-Based Compensation	11. Stock-Based Compensation Stock-Based Compensation Plans Effective with the Merger, the Board of Directors of the Company (the “Board”) adopted the 2022 Incentive Award Plan (the “2022 Plan”). Prior to the Merger, the Company utilized the 2018 equity incentive plan (“2018 Plan”) which replaced the 2008 Stock Incentive Plan (“2008 Plan”) . four five years The Company had 300,376 stock options with performance and service vesting requirements in the nine months ended March 31, 2023. T he service-based vesting condition is satisfied by rendering continuous service for 4 years after the performance-based vesting condition occurs. The performance-based vesting condition is satisfied in connection with a public liquidity event. In September 2022, the Company granted 1,200,000 RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs shall vest on March 31, 2023, 56.67% of the RSUs shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third anniversary of the vesting commencement date. The Company recorded compensation expense during the three and nine months ended March 31, 2024 related to the RSUs of $0.4 million and $1.2 million, respectively. The Company recorded compensation expense during the three and nine months ended March 31, 2023 related to the RSUs of $0.4 million and $2.6 million, respectively. ​ 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 30-day The following summary of the equity incentive plan option activity is shown collectively for the 2018 Plan and the 2008 Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted- Weighted- Aggregate ​ ​ Options ​ Average ​ Average Remaining ​ Intrinsic ​ ​ Outstanding Exercise Price Contractual Life (years) Value Balance – June 30, 2023 ​ 9,901,703 ​ $ 0.72 4.40 ​ ​ ​ Exercised (3,805,155) ​ $ 0.05 ​ ​ ​ Forfeited and expired (373,551) ​ $ 2.19 ​ ​ ​ Balance –March 31, 2024 5,722,997 ​ $ 1.05 3.24 ​ ​ Vested and expected to vest at March 31, 2024 5,722,997 ​ $ 1.05 3.24 ​ $ 151 Exercisable at March 31, 2024 5,536,989 ​ $ 0.96 3.05 ​ ​ 151 ​ As of March 31, 2024, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $0.6 million which is expected to be recognized over a weighted-average period of 1.2 years. The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan: ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted- Average ​ ​ Awards Outstanding Grant Date Fair Value Unvested Balance – June 30, 2023 ​ 4,560,645 ​ $ 4.00 Granted 1,211,623 ​ $ 2.23 Vested (1,205,089) ​ $ 3.47 Forfeited (1,858,752) ​ $ 3.48 Unvested Balance - March 31, 2024 2,708,427 ​ $ 3.08 ​ As of March 31, 2024, the unrecognized stock-based compensation expense related to outstanding unvested RSUs was $6.9 million which is expected to be recognized over a weighted-average period of 3.48 years. ​ Stock-based Compensation Expense Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees, including the expense associated with the earnout shares, by function is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, Nine months ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Research and development ​ $ 240 ​ $ 1,154 ​ $ 2,859 ​ $ 1,886 ​ Sales and marketing ​ ​ 138 ​ ​ 245 ​ ​ 745 ​ ​ 581 ​ General and administrative ​ 1,629 ​ 2,997 ​ 5,013 ​ 6,805 ​ ​ $ 2,007 ​ $ 4,396 ​ $ 8,617 ​ $ 9,272 ​ ​ Stock-based compensation allocated to cost of goods sold was not material for the three and nine months ended March 31, 2024 and 2023. Employee Stock Purchase Plan Effective with the closing of the Merger, the Company adopted an employee stock purchase plan (“ESPP”). There was no activity under the plan during the three and nine months ended March 31, 2024 and 2023, as the Company has not yet conducted any offerings pursuant to the ESPP. Other Stock-based Compensation Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards As of March 31, 2024, unrecognized stock-based compensation expense for earnout awards is $2.6 million which is expected to be recognized over a weighted-average period of 0.78 years. As of March 31, 2024, 950,543 earnout shares held by current employees and directors were forfeited. The earnout shares given to common stockholders not held by current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid-in capital on the condensed consolidated balance sheet. As of March 31, 2024, all of the earnout shares remain unissued as the conditions to issuance have not been achieved. CyborgOps In connection with the acquisition of CyborgOps, the Company issued 475,638 shares of common stock to employees of CyborgOps who had continued employment with the Company, which are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. During the three and nine months ended March 31, 2023, the Company recognized $0.3 million and $0.8 million of stock-based compensation expense related to these equity awards, respectively. There was no stock-based compensation expense recorded for these equity awards for the three months ended March 31, 2024 and an immaterial amount for the nine months ended March 31, 2024.

Income Taxes

Income Taxes	9 Months Ended
	Mar. 31, 2024
Income Taxes
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, 2024 and 2023. 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, 2024
Net Income (Loss) Per Share
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 March 31, Nine months ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss), basic and diluted ​ $ (18,095) ​ $ (15,680) ​ $ (30,777) ​ $ 2,080 ​ Less deemed dividend on down-round provision ​ ​ (9,000) ​ ​ — ​ ​ (10,500) ​ ​ — ​ Net income (loss) attributable to common stockholders, basic and diluted ​ $ (27,095) ​ $ (15,680) ​ $ (41,277) ​ $ 2,080 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic ​ 83,744,950 ​ 51,453,368 ​ 68,395,804 ​ 44,173,570 ​ Add: Weighted average dilutive effect of stock options, RSUs and warrants ​ — ​ — ​ — ​ 10,366,225 ​ Weighted average shares outstanding - diluted ​ 83,744,950 ​ 51,453,368 ​ 68,395,804 ​ 54,539,795 ​ Net income (loss) per share attributable to common stockholders, basic ​ $ (0.32) ​ $ (0.30) ​ $ (0.60) ​ $ 0.05 ​ Net income (loss) per share attributable to common stockholders, diluted ​ $ (0.32) ​ $ (0.30) ​ $ (0.60) ​ $ 0.04 ​ ​ The potential shares of common stock that were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, Nine Months Ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Stock options and RSUs ​ 8,431,424 ​ 14,386,407 ​ 8,431,424 ​ 356,342 ​ Convertible debt ​ 39,840,000 ​ - ​ 39,840,000 ​ - ​ Common stock warrants 53,857,731 18,815,453 53,857,731 12,509,788 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 102,129,155 33,201,860 102,129,155 12,866,130 ​ T he Company, in addition, excluded 14,049,547 and 14,819,594 earnout shares from the calculation of diluted EPS as of March 31, 2024 and 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, 2024
Related Party Transactions
Related Party Transactions	14. Related Party Transactions On March 21, 2024, the Company entered into a secured promissory note in the principal amount of $4.0 million with CA, a related party affiliated with Cleveland Avenue, LLC (“Cleveland Avenue”) and Keith Kravcik, a director of the Company, who is the Chief Investment Officer of all of Cleveland Avenue’s various investment funds, including CA. On March 1, 2024 the Company issued the March 2024 Convertible Note in the principal amount of $960,000 in consideration for a cash investment of $960,000 from Remus Capital, a related party affiliated with Krishna Gupta, a director of the Company Remus is party to (i) the Governance Agreement, pursuant to which, among other things, Remus Capital has the right to appoint two directors of the Company and (ii) the Stockholders Agreement, pursuant to which the Company agreed that it will not undertake certain actions for a period of 12 months without the consent of the parties thereto. On January 29, 2024, in connection with the January 2024 Offering, the Company entered into a securities purchase agreement with Remus Capital for the issuance and sale of $2.7 million of the January 2024 Convertible Notes. From issuance through September 30, 2024, the Conversion Price will be reduced if the Company issues any common stock or securities convertible into or exchangeable for common stock at a price that is less than the initial conversion price of $0.25 per share. In addition, the Company is party to a Stockholders Agreement, dated as of November 16, 2023, by and among the Company, Presto CA, LLC (“CA”) and KKG Enterprises LLC (“KKG”), an entity each a related party, pursuant to which, CA and KKG have consent rights with respect to, among other things, any issuance of common stock or securities convertible into or exercisable for common stock, subject to limited exceptions. Each of CA and KKG may have the ability to block any such future issuances the Company pursues and the Company may therefore not be able to raise capital as needed. On November 21, 2023, the Company entered into the November Purchase Agreements, one of which was with Zaffran Special Opportunities, LLC, a related party, affiliated with Krishna Gupta , On October 10, 2023, the Company entered into the October Purchase Agreement with CA, pursuant to which the Company agreed to sell 1,500,000 newly issued shares of the Company’s common stock, at a purchase price of $2.00 per share for an aggregate purchase price of $3.0 million. As a result of anti-dilution provisions in the October Purchase Agreement, the Company issued 1,500,000 additional shares to CA upon the issuance of common stock in the November 2023 Offering and the triggering purchase price was lowered from $2.00 to $1.00 per share. The Company recorded an offsetting entry to additional paid-in capital of $1.5 million. The anti-dilutions were further triggered upon the issuance of the January 2024 Convertible Notes where an additional and the triggering purchase price was lowered from $1.00 to $0.40 per share. The Company recorded an offsetting entry to additional paid-in capital of million. The anti-dilution provisions were further triggered upon the issuance of common stock in the February Offering where an additional per share. The Company recorded an offsetting entry to additional paid-in capital of ​ During the nine months ended March 31, 2023, the Company received an equity investment of $1.0 million from an investor in exchange for 133,333 shares in the Company. Such investor held a significant portion of outstanding convertible notes on September 15, 2022, the date the investment was made. In addition, during the nine months ended March 31, 2023, the Company granted 1,200,000 of RSUs to a director and the previous interim CEO of the Company with a grant date fair value of $4.56 per RSU. Refer to Note 11.

Subsequent Events

Subsequent Events	9 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent Events	15. Subsequent Events Cooperation Agreement and Extension to Forbearance Date and Related Terms On May 16, 2024, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Lenders, and certain significant stockholders where the Lenders agreed they will not exercise remedies for certain continuing events of default under the Credit Agreement, under the following conditions (the “May Forbearance”). If the Company raises $3.0 million or more of working capital in a registered direct offering or private placement by May 22, 2024, with at least $2.5 million received by May 15, 2024, the Lenders agree to extend the May Forbearance termination date to June 14, 2024. As of May 20, 2024, the Company had received Cooperation in Connection with Sale of the Company In the event of termination of May Forbearance, the Company has agreed to cooperate with the Lenders’ rights and remedies under the Credit Agreement, including, among other things, the realization of their collateral and a potential sale process under Article 9 of the Uniform Commercial Code. Development of Alternative Path The Company has agreed to maintain a committee of independent directors to work with the Lenders on the development and execution of a strategic plan (the “Alternative Path”) to address the Company’s obligations under the Credit Agreement in the event that the May Forbearance ends. May 2024 Convertible Note On May 16, 2024, the Company issued to Remus Capital, a related party, a subordinated convertible note in the principal amount of $1.5 million (the “May 2024 Convertible Note”) in consideration for a cash investment of $1.5 million. PIK Interest on the May 2024 Convertible Note accrues monthly at a rate of 7.5% per annum. The interest rate shall increase to 12% in the case of an event of default. The May 2024 Convertible Note is convertible into 10,714,286 shares of common stock at the option of the holder at an initial conversion price of $0.14 per share. ​ May Offering ​ On May 20, 2024, the Company sold 10,892,851 shares in newly issued common stock in a registered direct offering (the “May Offering”) for $0.14 per share or an aggregate amount of proceeds of $1.5 million. ​ Extension of CA Note CA has agreed to extend the maturity of the CA Note to align with the termination date of May Forbearance as described above in exchange for an extension of the anti-dilution period in the October Purchase Agreement from September 30, 2024 to December 31, 2024 and a change in the anti-dilution trigger price in the October Purchase Agreement from $0.25 to $0.14. ​ Anti-dilution Adjustments ​ The May Offering triggered the anti-dilution provision in the October Purchase Agreement in which the Company was required to issue an additional 9,428,571 shares to CA and the anti-dilution triggering price was reduced from $0.25 to $0.14 per share for future issuances. The anti-dilution provision in the Third Amendment Conversion Warrants was triggered and the Company was required to increase the number of warrants from 24,000,000 to 42,857,123 shares and the anti-dilution triggering price was reduced from $0.25 to $0.14 per share. The anti-dilution provision in the Fifth Amendment Warrants were triggered and the Company was required to increase the number of warrants from 8,517,278 to 15,209,425 and a reduction in the anti-dilution triggering price from $0.25 to $0.14 per share. The anti-dilution provision in the January 2024 Convertible Notes was triggered and the Company was required to reserve an aggregate of 28,285,715 additional shares underlying the principal and a reduction in the conversion price and anti-dilution triggering price from $0.25 to $0.14. ​ The anti-dilution protection is extended from September 30, 2024 to December 31, 2024 for the October Purchase Agreement, the Third Amendment Conversion Warrants, the Fifth Amendment Conversion Warrants and the January 2024 Convertible Notes. ​ November purchasers that participate in the May Offering will have their anti-dilution protection applicable to the November 2023 Offering, which expired on to April 1, 2024, reinstated through December 31, 2024 at an anti-dilution triggering price of $0.25 per share. This protection does not apply to the May Offering. ​ ​ Equity Grant ​ On April 16, 2024, the Company granted 1,511,000 RSUs with a grant date fair value of $0.17 per share to personnel which vest 50% on the date of grant and 50% on October 1, 2024 or 50% over 5 years of service in the case of one executive grant. Also, on April 16, 2024, the Company granted 300,000 RSUs to the Interim CEO with a grant date fair value of $0.17 per share which vest 50% on the date of grant and 50% upon meeting certain performance requirements. On April 24, 2024, the Company granted 600,000 fully vested RSUs to Krishna Gupta, previous Interim CEO, for services performed.

Summary of Business and Signi_2

Summary of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Mar. 31, 2024
Summary of Business and Significant Accounting Policies
Description of Business	Description of Business Presto Automation Inc. and its subsidiaries (together, “Presto” or the “Company”) are 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 name. The Company maintains foreign subsidiaries in Canada and a newly created subsidiary as of July 2023 in India.
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 was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and, with the closing of the Merger, have remained significant shareholders in the Company. Refer to Note 2 for further details. Cyborg Ops On May 23, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with CyborgOps, Inc., a provider of artificial intelligence-based products and services for merchants’ phone answering and ordering systems, to purchase substantially all of its assets and assume certain liabilities.
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 debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. 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, 2024, and its results of operations for the three and nine months ended March 31, 2024 and 2023 and the cash flows for the nine months ended March 31, 2024 and 2023. The results for the three and nine months ended March 31, 2024 and 2023, 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 Presto’s financial statements and related notes for the fiscal year ended June 30, 2023 included in Part II, Item 8 of the Annual Report on Form 10-K filed on October 10, 2023
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. The most significant estimates are related to the fair value of certain financial instruments, which includes warrant liabilities. Other 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, fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.
Risk and Uncertainties	Risk and Uncertainties The Company is subject to a number of risks, including a limited operating history, dependence on key individuals, the need to expand the number of its customers, long sales cycles, competition from alternative products and larger companies, the need for additional financing to fund operations, and the need to reduce the number of human agents required for Presto Voice.
Notice of Failure to Satisfy a Continued Listing Rule	Notice of Failure to Satisfy a Continued Listing Rule On December 28, 2023, the Company received a notice from Nasdaq stating that the Company is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”), because the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. The notice does not impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until June 25, 2024, to regain compliance with the Bid Price Requirement. During this period, the common stock will continue to trade on the Nasdaq Global Market. If at any time before June 25, 2024 the bid price of the common stock closes at or above $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with the Bid Price Requirement and the matter will be closed. In the event the Company does not regain compliance by June 25, 2024, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Bid Price Requirement, and transfer its listing to the Nasdaq Capital Market. The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. ​ On February 6, 2024, the Company received a notice from Nasdaq stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”), because the MVLS of the Company was below $50 million for the 30 consecutive business days prior to February 6, 2024. Nasdaq further indicated that, as of February 6, 2024, the Company did not comply with certain requirements under the alternative standards set forth in Nasdaq Listing Rule 5450(b)(3)(A) for continued listing on the Nasdaq Global Market. The notice does not currently impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until August 5, 2024, to regain compliance with the MLVS Requirement. During this period, the common stock will continue to trade on the Nasdaq Global Market. If at any time before August 5, 2024 the MLVS closes at $50 million or more for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the MLVS Requirement and the matter will be closed. In the event the Company does not regain compliance by August 5, 2024, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. The notice provides that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The notice does not currently impact the listing of the common stock on the Nasdaq Global Market at this time. The Company has a period of 180 calendar days, or until August 21, 2024, to regain compliance with the MVPHS Requirement. In the event the Company does not regain compliance by August 21, 2024, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. The notice provides that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market).
Liquidity and Capital Resources	Liquidity and Capital Resources As of March 31, 2024, the Company’s principal source of liquidity was cash and cash equivalents of $4.2 million, which is held for working capital purposes. 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”). See Note 7 for a description of the Credit Agreement. ​ 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 and common stock. The Company has incurred recurring operating losses since its inception, including operating losses of $15.3 million and $48.5 million for the three and nine months ended March 31 2024, respectively. As of March 31, 2024, the Company had an accumulated deficit of $266.0 million and the Company expects to generate operating and net losses for the near term. Cash from operations is also affected by various risks and uncertainties, including, but not limited to, the timing of cash collections from customers and other risks. ​ We currently face severe liquidity challenges. While the Company raised net cash proceeds of $2.4 million from the issuance of new debt in the closing of the Third Amendment to the Credit Agreement, received $11.8 million net proceeds from the sale of common stock in private placements and registered direct offerings, raised $7.0 million through the issuance of subordinated convertible notes and a $4.0 million promissory note during the nine months ended March 31, 2024 . As a result, additional capital infusions will be necessary in order to fund currently anticipated expenditures and to meet the Company’s obligations as they come due. In addition, the Company has entered into a forbearance agreement with the Agent and the Lenders with respect to defaults under the Credit Agreement, pursuant to which the forbearance period expires on May 15, 2024. The Company’s future capital requirements will depend on many other factors, including the revenue growth rate, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. ​ 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 continues efforts to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management’s control, the Company cannot offer any assurances they will be effectively implemented. The Company cannot offer any assurance that any additional financing will be available on acceptable terms or at all. If the Company is unable to raise additional capital it would likely lead to an event of default under the Credit Agreement and the potential exercise of remedies by the Agent and Lender, which would materially and adversely impact its business, results of operations and financial condition. 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, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. In the event of a failure of any financial institutions where the Company maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation (“FDIC”), as described below. ​ The following restaurant brands (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 March 31, ​ ​ Nine months ended March 31, ​ ​ 2024 2023 2024 2023 Customer A 53 % 62 % 52 % 61 % Customer B * % 16 % 12 % 21 % Customer C 20 % 18 % ​ 22 % 15 % Customer E 11 % * % ​ * % * % ​ 84 % 96 % 86 % 97 % * ​ The following restaurant brands accounted for more than 10% of accounts receivable: ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 Customer A 12 % 43 % Customer B 21 % 14 % Customer D 25 % 37 % Customer E ​ 29 % * % ​ 96 % 99 % * On October 30, 2023, Customer C provided notice of its intent to not renew its contract at the end of the expiration date of December 31, 2023. The customer also sought a limited transition extension period through June 30, 2024. In addition, on December 1, 2023, the Company received notification of Customer A’s intent to not renew its contract at the end of the expiration date on June 30, 2024. On February 1, 2024, the Company received notification of Customer B’s intent to not renew its contract that expired on February 29, 2024. As a result of these notices, only Customers A’s and C’s contracts are being serviced through June 30, 2024 while Customer B’s contract was terminated on February 29, 2024. ​ The Company is exposed to vendor concentration risk as certain of its equipment is from one supplier. The Company’s operating results could be adversely affected in the event that the vendor increases its prices or experiences disruptions in its supply of goods or services.
Touch Business Term Sheet	Touch Business Term Sheet ​ On January 17, 2024, the Company entered into a non-binding memorandum of understanding (“MoU”) with respect to the formation of a new company (the “Joint Venture”) for the purposes of the creation of and joint investment (the “Transaction”) in the business-to-business tablet touchscreen and tabletop ordering and restaurant services platform business currently owned by the Company (the “Touch Business”). Should the Transaction close, the Company will cease its own operations of the Touch Business. It is envisaged that the Company will enter into a transition services agreement with the Joint Venture for a limited period with respect to certain services. The MoU specifies that the Company may own 40% of the Joint Venture. Other investors, including Krishna Gupta and Remus Capital Series B II, L.P. (“Remus Capital”), a related party affiliated with Krishna Gupta, as well as Joint Venture management, may hold the remaining ownership in the Joint Venture. Remus Capital is a greater than 5% shareholder of the Company and has appointed board representation pursuant to contractual nominating rights with the Company. The Joint Venture will need additional capital to fund its operations and the Company will have a right of first refusal to participate in future capital raises by the Joint Venture. ​ Since the Touch Business is in the process of being wound down, the parties are in discussions to determine whether the MOU will be amended to effect the sale of the assets of that business.
Presto Touch Update	Presto Touch Update The Company is winding down its Presto Touch solution to allow for dedicated focus and efforts on its Presto Voice solution. The Company expects to have fully transitioned out in the coming months and remains open to strategic alternatives related to this solution including a sale, partial sale, or abandonment of the Presto Touch business.
Cost Savings Initiative	Cost Savings Initiative ​ On November 15, 2023, the Company took additional steps in its ongoing efforts to reduce costs, improve profitability, and streamline operations by implementing a reduction in force ​ On March 14, 2024, in furtherance of the previously-announced plan to implement a strategic wind-down plan with respect to the Company’s Presto Touch solution, the Company’s board of directors approved and the Company commenced a reduction in force affecting 24 corporate roles, or 18% of the Company’s workforce. Total costs for the reduction in force resulted in $0.4 million of one-time charges during the three and nine months ended March 31, 2024.
Financial Institutions	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, Silicon Valley Bank 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 the Company does business were to be placed into receivership, the Company may be unable to access the funds it has on deposit with such institutions. If the Company is unable to access its funds as needed, its financial position and ability to operate its business could be adversely affected. The Company had $3.7 million in deposits in excess of the FDIC limits at March 31, 2024.
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”) in deciding how to allocate resources and in assessing performance. The Company’s Co-CODMs comprised a team of the Interim Chief Executive Officer, the President and the Chief Operating Officer until August 1, 2023. On that date a new Chief Executive Officer (“CEO”) was appointed, who became the sole CODM. The Company’s CEO resigned on February 6, The Company has operations in the United States, Canada and India. The Company earns substantially all of its revenue in the United States and all of its long-lived assets are held in the United States.
Investment in Non-Affiliate	Investment in Non-Affiliate Investments in non-affiliates include equity security investments in third party entities without a readily determinable fair value in which the Company’s influence is deemed non-significant. Investments in non-affiliates are recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or observable price changes. Any impairments or observable price changes are reported in other income, net in the condensed consolidated statements of operations and comprehensive income (loss).
Leases	Leases The Company leases real estate facilities under non-cancelable operating leases with remaining lease terms of six months to three years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company accounts for its leases in accordance with ASC Topic 842, Leases. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreements contain variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of twelve months or less of all asset classes; lease expense from these leases is recognized on a straight-line basis over the lease term. The ROU asset as of March 31, 2024 was $0.2 million. Lease activity was immaterial to the condensed consolidation financial statements for the three and nine months ended March 31, 2024 and 2023.
Revenue Recognition	Revenue Recognition The Company accounts for its revenue in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities. During the three and nine months ended March 31, 2024 and 2023, the Company derived its revenues from two revenue streams: (1) sales of the Presto Touch and Presto Voice solutions and leases of the Presto Touch solution, which includes hardware, hardware accessories, software and customer support and maintenance (“Platform revenue”), and (2) Premium Content (gaming) and other revenue, which includes professional services (“Transaction revenue”). ​ Platform Revenue The Platform revenue stream is generated from fees charged to customers to access the Company’s Presto Touch and Presto Voice solutions, which are recognized ratably over the life of the contract. The majority of the Company’s consideration from the contract value is due monthly over the term of the contract. Revenue from the Presto Touch solution continuous access to the Company’s software-as-a-service (“SaaS”) platform is satisfied ratably over the contract period as the service is provided. ​ Pursuant to an agreement with Hi Auto Ltd. (“Hi Auto”), the Company remits a revenue share associated with Presto Voice at Checkers locations. As the Company has determined that it serves as an agent in the relationship because it does not control the Presto Voice hardware, software and other services and is not primarily responsible for fulfilling the obligations to the customer, the Company recognizes this revenue net of the revenue share amount paid to Hi Auto. The revenue share amount ranged from 63% to 65% of the gross billings by both parties to the restaurant operators for the three and nine months ended March 31, 2024 and ranged from 64% to 68% for the three and nine months ended March 31, 2023. Revenue for the three and nine months ended March 31, 2024 and 2023 from Checkers also reflects, as a reduction to the transaction price, the fair value of the warrant issued to Checkers (refer to Note 3). The Company also pays Hi Auto a fee that is accounted for as cost of revenue which was $0.3 million and $0.9 million for the three and nine months ended March 31, 2024, respectively, and $0.3 million and $0.8 million for the three and nine months ended March 31, 2023, respectively. On January 29, 2024, the Company and Hi Auto amended their agreement to modify customer billing arrangements for certain locations and allow for each of Hi Auto and the Company to compete for the Checkers relationship, beginning on May 1, 2024. The Company maintains an agreement with a legacy customer whereby it leases Presto Touch to that customer. Revenue associated with the lease is recognized on a straight-line basis as Platform revenue over the lease term in the condensed consolidated statements of operations and comprehensive income (loss). ​ 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 as it is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the guest. The restaurant acts as a sales agent between the Company and the guest to upsell premium gaming content purchases during the dining experience. A portion of Transaction revenue collections is owed to the restaurant operator and is recorded in Transaction cost of revenue. ​ The Company determines revenue recognition through the following steps: ​ 1. Identification of the contract, or contracts, with a customer — I n connection with the Presto Touch and Presto Voice solutions, the Company enters into a master sales agreement (“MSA”) with the customer which is signed by both parties. The rights and obligations are outlined in the MSA and payment terms are clearly defined. The Company then enters into a license agreement, typically with each franchisee, which outlines the specified goods and services to be provided. The Company may also enter into separate gaming agreements with guests, whereby the guest agrees to pay for use of the premium content. Each MSA, in conjunction with a license agreement, and each gaming agreement, has commercial substance, whereby the Company is to provide solutions and services in exchange for payment, and collectability is probable. ​ 2. Identification of the performance obligations in the contract — The Company’s contracts with customers include promises to transfer multiple goods and services. For all arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In the Company’s assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. ​ The Company identified the following performance obligations: (1) for the MSAs and license agreements, sales or leases of hardware, access to the SaaS platform and maintenance is one combined performance obligation (“Presto Touch”) or (‘Presto Voice”) and (2) for gaming agreements, the provision of premium content, or gaming is a separate standalone performance obligation. Professional services were insignificant during the three and nine months ended March 31, 2024 and 2023. ​ Presto Touch and Presto Voice are each considered, separately, single performance obligations because each respective element of the Presto Touch and Presto Voice solution is interdependent and cannot function independently. The software and hardware for the Presto Touch and Presto Voice represent, respectively, one combined Presto Touch output and one combined Presto Voice output; 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 solution includes the capability of providing entertainment services, provided by the Company via internet. The games are only accessible over the internet and upon the guest making the decision to pay for the content, the guest receives the right to access the game on the Presto Touch solution. Gaming fees are usage based through the guest’s use of the device and stipulated in a separate contract with the guest. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the guest 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. Determination of the transaction price — The Company’s MSAs stipulate the terms and conditions of providing the Presto Touch or Presto Voice solution and separate license agreements dictate the transaction price which are typically outlined as a price per store location or price per number of Presto Touch devices used. The transaction price is generally a fixed fee, due monthly over the term of the contract. The transaction price for Transaction revenue is a fixed fee charged per game. The Company occasionally provides consideration payable to a customer, which is recorded as a capitalized asset upon payment and included as part of deferred costs and amortized as contra-revenue over the expected customer life. ​ 4. Allocation of the transaction price to the performance obligations in the contract — As the Presto Touch and Presto Voice solution are each considered one combined performance obligation, no reallocation of the contract price is required. The Company’s premium content contract is comprised of one performance obligation and does not require reallocation of the contract price. ​ 5. Recognition of revenue when, or as, the Company satisfies a performance obligation — As the customer simultaneously receives and consumes the benefits provided by the Company through continuous access to its SaaS platform, revenue from the Presto Touch and Presto Voice is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. Transaction revenue does not meet the criteria for ratable recognition and is recognized at a point in time when the gaming service is provided.
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. The Company calculates basic net income (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS represents the dilutive effect on a per-share basis from the potential exercise of options and or warrants; the potentially dilutive effect of options or warrants is computed using the treasury stock method. Securities that that have a potentially anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted EPS calculation.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted	Recently Adopted Accounting Standards 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) which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The FASB subsequently issued ASU 2018-19, ASU 2019-04, and ASU 2019-10, which clarified the implementation guidance and effective date of Topic 326. The Company adopted ASU No. 2016-13 on July 1, 2023 using the modified retrospective approach. The adoption did not have a material impact on the Company's condensed consolidated financial statements. ​ Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.

Summary of Business and Signi_3

Summary of Business and Significant Accounting Policies (Tables)	9 Months Ended
	Mar. 31, 2024
Summary of Business and Significant Accounting Policies
Schedule of percentage of concentration risk	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ Nine months ended March 31, ​ ​ 2024 2023 2024 2023 Customer A 53 % 62 % 52 % 61 % Customer B * % 16 % 12 % 21 % Customer C 20 % 18 % ​ 22 % 15 % Customer E 11 % * % ​ * % * % ​ 84 % 96 % 86 % 97 % * ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 Customer A 12 % 43 % Customer B 21 % 14 % Customer D 25 % 37 % Customer E ​ 29 % * % ​ 96 % 99 % *

Merger (Tables)

Merger (Tables)	9 Months Ended
	Mar. 31, 2024
Merger
Schedule of Trust and PIPE net of transaction costs and other payments	​ ​ ​ ​ ​ ​ Net Cash Cash—Ventoux Trust and working capital cash ​ $ 9,584 Cash—PIPE ​ 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.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Mar. 31, 2024
Revenue
Schedule of deferred revenue	​ ​ ​ ​ ​ ​ Deferred ​ ​ Revenue Balance as of June 30, 2023 ​ $ 1,583 Additions ​ 4,252 Revenue recognized ​ (4,860) Balance as of March 31, 2024 ​ $ 975 ​ ​ ​ ​ ​ ​ Deferred ​ ​ Revenue Balance as of June 30, 2022 ​ $ 10,769 Additions ​ 3,246 Revenue recognized ​ (12,432) Balance as of June 30, 2023 ​ $ 1,583

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Mar. 31, 2024
Fair Value Measurements
Schedule of fair value of financial instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ Level 1 Level 2 Level 3 Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 3,143 ​ $ — ​ $ — ​ $ 3,143 Total financial assets ​ $ 3,143 ​ $ — ​ $ — ​ $ 3,143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Unvested Sponsor Shares Liability ​ $ — ​ $ — ​ $ 8 ​ ​ 8 Convertible notes ​ ​ — ​ ​ — ​ ​ 8,490 ​ ​ 8,490 Warrant liabilities ​ — ​ — ​ 7,043 ​ 7,043 Total financial liabilities ​ $ — ​ $ — ​ $ 15,541 ​ $ 15,541 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2023 ​ Level 1 Level 2 Level 3 Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 13,884 ​ $ — ​ $ — ​ $ 13,884 Total financial assets ​ $ 13,884 ​ $ — ​ $ — ​ $ 13,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested Sponsor Shares liability ​ $ — ​ $ — ​ $ 1,399 ​ $ 1,399 Warrant liabilities ​ — ​ — ​ 25,867 ​ 25,867 Total financial liabilities ​ $ — ​ $ — ​ $ 27,266 ​ $ 27,266
Schedule of changes in fair value of level 3	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested ​ ​ Convertible ​ ​ ​ ​ Sponsor ​ ​ Promissory ​ Warrant ​ Shares ​ ​ Notes ​ Liabilities ​ Liability Balance at June 30, 2023 ​ $ — ​ $ 25,867 ​ $ 1,399 Issuance of convertible notes ​ ​ 9,960 ​ ​ — ​ ​ — Issuance of warrants ​ ​ — ​ ​ 6,643 ​ ​ — Change in fair value ​ (1,470) ​ (25,467) ​ (1,391) Balance at March 31, 2024 ​ $ 8,490 ​ $ 7,043 ​ $ 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible ​ ​ ​ ​ ​ ​ Promissory ​ ​ ​ ​ Unvested ​ ​ Notes and ​ ​ ​ ​ Sponsor ​ ​ Embedded ​ Warrant ​ Shares ​ ​ Warrants ​ Liabilities ​ Liability 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 sponsor share liabilities assumed upon the 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
Sponsor Shares liability
Fair Value Measurements
Schedule of weighted-average assumptions made in estimating the fair value	​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ As of June 30, 2023 Expected volatility ​ 68.3 % 70.4 % Expected term (in years) ​ 3.7 ​ 4.2 ​ Risk-free interest rate ​ 3.9 % 4.2 %
Warrants excluding third and fifth amendment warrants
Fair Value Measurements
Schedule of weighted-average assumptions made in estimating the fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Risk-free interest rate ​ 4.29 % ​ 4.19 % Expected term (in years) ​ 4.13 ​ 4.75 ​ Expected volatility ​ 58.81 % ​ 56.76 % Expected dividend yield ​ — ​ — ​ Exercise price ​ $ 0.02 ​ $ 4.50 ​
Convertible promissory notes
Fair Value Measurements
Schedule of weighted-average assumptions made in estimating the fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Risk-free interest rate ​ 4.49 % ​ — % Expected term (in years) ​ 2.00 ​ — ​ Expected volatility ​ 64.80 % ​ — % Expected dividend yield ​ — ​ — ​ Conversion price ​ $ 0.25 ​ $ — ​ Probability of a transaction that triggers anti-dilution adjustments ​ ​ 50.00 % ​ — ​ Discount rate ​ ​ 48.70 % ​ — ​

Condensed Consolidated Balanc_4

Condensed Consolidated Balance Sheet Components (Tables)	9 Months Ended
	Mar. 31, 2024
Condensed Consolidated Balance Sheet Components
Schedule of inventories	​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Finished goods ​ $ 181 ​ $ 629 Total inventories ​ $ 181 ​ $ 629
Schedule of property and equipment, net	​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Tablets ​ $ 4,746 ​ $ 5,774 Computer equipment ​ 704 ​ 621 Voice equipment ​ ​ 412 ​ ​ 17 Total property and equipment ​ 5,862 ​ 6,412 Less: accumulated depreciation ​ (5,285) ​ (5,503) Property and equipment, net ​ $ 577 ​ $ 909
Schedule of intangible assets, net	​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Capitalized software ​ $ 9,670 ​ $ 9,754 Developed technology ​ — ​ 1,300 Domain name ​ 151 ​ 151 Intangible assets, gross ​ 9,821 ​ 11,205 Less: accumulated amortization ​ (1,695) ​ (677) Intangible assets, net ​ $ 8,126 ​ $ 10,528 ​ ​ ​ ​ ​ Years Capitalized software 4 Developed technology 4 Domain Name 15
Schedule of future amortization expense	​ ​ ​ ​ ​ Remainder of 2024 $ 593 2025 ​ 2,359 2026 ​ 2,355 2027 ​ 2,355 2028 ​ 464 Thereafter ​ ​ — Total ​ $ 8,126
Schedule of accrued liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Accrued expenses ​ $ 1,893 ​ $ 253 Accrued vacation ​ 702 ​ 868 Accrued payroll ​ ​ 1,066 ​ ​ 1,208 Operating lease liability, current ​ 230 ​ 355 Accrued interest ​ 15 ​ 375 Accrued repair cost (Refer to Note 8) ​ — ​ 392 Accrued sales tax ​ 146 ​ 134 Accrued other ​ 115 ​ 734 Total accrued liabilities ​ $ 4,167 ​ $ 4,319
Schedule of other long-term liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ March 31, ​ June 30, ​ ​ 2024 ​ 2023 Unvested Sponsor Shares Liability ​ $ 8 ​ $ 1,399 Operating lease liability, net of current portion ​ — ​ 136 Total other long-term liabilities ​ $ 8 ​ $ 1,535 ​

Financing Obligations (Tables)

Financing Obligations (Tables)	9 Months Ended
	Mar. 31, 2024
Financing Obligations
Schedule of financing obligations net of discounts	​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 Receivable financing facility ​ $ 3,540 ​ $ 4,067 Equipment financing facility ​ — ​ 609 Total financing obligations ​ 3,540 ​ 4,676 Less: financing obligations, current ​ (3,540) ​ (1,676) Total financing obligations, noncurrent ​ $ — ​ $ 3,000

Debt Arrangements (Tables)

Debt Arrangements (Tables)	9 Months Ended
	Mar. 31, 2024
Debt Arrangements
Schedule of debt	​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, As of June 30, ​ ​ 2024 ​ 2023 CA Note $ 3,964 $ — Credit Agreement ​ ​ 46,082 ​ ​ 50,639 January 2024 Convertible Notes ​ ​ 7,771 ​ ​ — March 2024 Convertible Note ​ ​ 719 ​ ​ — Premium Financing ​ ​ 225 ​ ​ — Total debt ​ 58,761 ​ 50,639 Less: debt, current ​ (58,761) ​ (50,639) Total debt, noncurrent ​ $ — ​ $ —
Schedule of maturities of debt	​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2024 Remainder of 2024 ​ $ 4,221 2025 ​ ​ 53,119 2026 ​ ​ 10,069 Total future payments on debt obligations ​ $ 67,409 ​

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	9 Months Ended
	Mar. 31, 2024
Stockholders' Deficit
Schedule of common stock reserved for future issuance	​ ​ ​ ​ ​ As of ​ ​ March 31, ​ ​ 2024 Warrants to purchase common stock ​ 53,857,731 January 2024 Convertible Notes ​ 36,000,000 March 2024 Convertible Note ​ 3,840,000 Common stock options and RSUs ​ 8,431,424 Equity awards available for future grants 3,722,827 Sponsor share liability ​ 444,500 Earnout shares 14,049,457 ​ 120,345,939 ​

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Mar. 31, 2024
Warrants
Schedule of warrants on common stock outstanding	The following tables represent the warrants outstanding and the underlying common stock as of March 31, 2024 and June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2024 ​ ​ Expiration date Exercise Price Number of Shares Term (years) 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 ​ $ 5.85 ​ 84,461 6.5 Liability Common June 2028 ​ $ 0.01 ​ 404,961 [D] 6.7 Equity Common [E] ​ $ 0.37 ​ 178,395 ​ 10 Equity Common March 2026 ​ $ 0.37 ​ 57,952 ​ 10 Liability Common July 2027 ​ $ 5.85 ​ 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 [H] 5 Equity Common September 2027 ​ $ 11.50 6,125,000 [I] 5 Liability Common ​ March 2028 ​ $ 0.01 ​ 400,000 [F] 5 ​ Liability Common ​ May 2028 ​ $ 0.01 ​ 2,500,000 [G] 5 ​ Liability Common ​ October 2028 ​ $ 0.01 ​ 24,025,000 [J] 5 ​ Liability Common ​ January 2029 ​ $ 0.01 ​ 8,517,278 [K] 5 ​ Liability Total ​ ​ 53,857,731 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2023 ​ ​ Expiration date Exercise Price Number of Shares Term (years) 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 ​ $ 5.85 * 84,461 6.5 Liability Common June 2028 ​ $ 0.01 404,961 [D] 6.7 Equity Common [E] ​ $ 0.37 178,395 ​ 10 Equity Common March 2026 ​ $ 0.37 57,952 ​ 10 Liability Common July 2027 ​ $ 5.85 * 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 [H] 5 Equity Common September 2027 ​ $ 11.50 6,125,000 [I] 5 Liability Common ​ March 2028 ​ $ 0.01 ​ 400,000 [F] 5 ​ Liability Common ​ May 2028 ​ $ 0.01 ​ 2,500,000 [G] 5 ​ Liability Total ​ ​ 21,315,453 ​ * ​ [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, 2024 and June 30, 2023. Warrant will also expire at the earliest of 10 years [C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur. [D] — 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 202,715 are outstanding as of March 31, 2024, respectively, and 66,396 remained contingent as of June 30, 2023. No warrants remained contingent to be issued as of March 31, 2024. 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). [E] — 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. The Merger did not satisfy either of these criteria. [F] — In connection with the First Amendment to the Credit Agreement, the Company issued 400,000 warrants to the Lenders as a fee. The warrant holder may redeem for cash, the First Amendment Warrants at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. [G] In connection with the effectiveness of the Second Amendment to the Credit Agreement, the Company issued the Second Amendment Warrants. The Second Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not affect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Second Amendment Warrants for cash at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. [H] Represents 17,250,000 public warrants, assumed as part of the Merger, that are exercisable for one -half of a share of the Company’s common stock for an exercise price of $8.21 per whole share. The Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of common stock equals or exceeds 165% of the volume weighted average per share, for 20 trading days starting on the trading day prior to the day on which the Company consummated the Merger for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given within a 30 -trading day period ending on the third business day prior to the notice of redemption. [I] The private warrants are exercisable for a price of $11.50 per whole share and are non-redeemable so long as they are held by the initial purchasers or their affiliates. If transferred, the Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 -trading day period ending on the third business day prior to the notice of redemption. [J] In connection with the Third Amendment to the Credit Agreement, the Company issued the Third Amendment Conversion Warrants and the Third Amendment Fee Warrants (together, “Third Amendment Warrants”). The Third Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not affect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Third Amendment Warrants for cash at their then fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. The Third Amendment Conversion Warrants are subject to anti-dilution provisions relating to future issuances or deemed issuances of common stock from the issuance date of the Third Amendment Conversion Warrants to September 30, 2024, as modified. ​ [K] In connection with the Fifth Amendment to the Credit Agreement, the company issued the Fifth Amendment Warrants. The Fifth Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not effect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Fifth Amendment Warrants for cash at their then fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s common stock where the beneficial owner owns more than 50% of the Company’s common stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s common stock. The Fifth Amendment Warrants are subject to anti-dilution provisions related to future issuances or deemed issuances of common stock from the issuance date of the Fifth Amendment Warrants to September 30, 2024, as modified.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Mar. 31, 2024
Stock-Based Compensation
Summary of the equity incentive plan activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted- Weighted- Aggregate ​ ​ Options ​ Average ​ Average Remaining ​ Intrinsic ​ ​ Outstanding Exercise Price Contractual Life (years) Value Balance – June 30, 2023 ​ 9,901,703 ​ $ 0.72 4.40 ​ ​ ​ Exercised (3,805,155) ​ $ 0.05 ​ ​ ​ Forfeited and expired (373,551) ​ $ 2.19 ​ ​ ​ Balance –March 31, 2024 5,722,997 ​ $ 1.05 3.24 ​ ​ Vested and expected to vest at March 31, 2024 5,722,997 ​ $ 1.05 3.24 ​ $ 151 Exercisable at March 31, 2024 5,536,989 ​ $ 0.96 3.05 ​ ​ 151
Summary of the equity incentive plan RSU activity	​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted- Average ​ ​ Awards Outstanding Grant Date Fair Value Unvested Balance – June 30, 2023 ​ 4,560,645 ​ $ 4.00 Granted 1,211,623 ​ $ 2.23 Vested (1,205,089) ​ $ 3.47 Forfeited (1,858,752) ​ $ 3.48 Unvested Balance - March 31, 2024 2,708,427 ​ $ 3.08
Summary of stock-based compensation expense excluding stock-based compensation in capitalized software	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, Nine months ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Research and development ​ $ 240 ​ $ 1,154 ​ $ 2,859 ​ $ 1,886 ​ Sales and marketing ​ ​ 138 ​ ​ 245 ​ ​ 745 ​ ​ 581 ​ General and administrative ​ 1,629 ​ 2,997 ​ 5,013 ​ 6,805 ​ ​ $ 2,007 ​ $ 4,396 ​ $ 8,617 ​ $ 9,272 ​

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	9 Months Ended
	Mar. 31, 2024
Net Income (Loss) Per Share
Schedule of computation of basic and diluted net income (loss) per share attributable to common stockholders	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, Nine months ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss), basic and diluted ​ $ (18,095) ​ $ (15,680) ​ $ (30,777) ​ $ 2,080 ​ Less deemed dividend on down-round provision ​ ​ (9,000) ​ ​ — ​ ​ (10,500) ​ ​ — ​ Net income (loss) attributable to common stockholders, basic and diluted ​ $ (27,095) ​ $ (15,680) ​ $ (41,277) ​ $ 2,080 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic ​ 83,744,950 ​ 51,453,368 ​ 68,395,804 ​ 44,173,570 ​ Add: Weighted average dilutive effect of stock options, RSUs and warrants ​ — ​ — ​ — ​ 10,366,225 ​ Weighted average shares outstanding - diluted ​ 83,744,950 ​ 51,453,368 ​ 68,395,804 ​ 54,539,795 ​ Net income (loss) per share attributable to common stockholders, basic ​ $ (0.32) ​ $ (0.30) ​ $ (0.60) ​ $ 0.05 ​ Net income (loss) per share attributable to common stockholders, diluted ​ $ (0.32) ​ $ (0.30) ​ $ (0.60) ​ $ 0.04 ​ ​
Schedule of potential shares of common stock excluded from computation of diluted net income (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, Nine Months Ended March 31, ​ ​ 2024 2023 ​ 2024 2023 ​ Stock options and RSUs ​ 8,431,424 ​ 14,386,407 ​ 8,431,424 ​ 356,342 ​ Convertible debt ​ 39,840,000 ​ - ​ 39,840,000 ​ - ​ Common stock warrants 53,857,731 18,815,453 53,857,731 12,509,788 Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 102,129,155 33,201,860 102,129,155 12,866,130

Summary of Business and Signi_4

Summary of Business and Significant Accounting Policies - Cyborg Ops (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2023
CyborgOps
Cyborg Ops
Bonus and deferred consideration expense	$ 1.9	$ 1.9
Research and development
Cyborg Ops
Bonus and deferred consideration expense	1.8	1.8
Sales and marketing
Cyborg Ops
Bonus and deferred consideration expense	$ 0.1	$ 0.1

Summary of Business and Signi_5

Summary of Business and Significant Accounting Policies - Emerging Growth Company Status (Details) $ in Billions	Mar. 31, 2024 USD ($)
Summary of Business and Significant Accounting Policies
Total annual gross revenue	$ 1.1
Non-convertible debt	$ 1

Summary of Business and Signi_6

Summary of Business and Significant Accounting Policies - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 21, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Mar. 21, 2024	Jan. 11, 2024	Oct. 10, 2023	Jun. 30, 2023
Summary of Business and Significant Accounting Policies.
Cash and cash equivalents		$ 4,235		$ 4,235					$ 15,143
Outstanding loan balance		58,761		58,761					50,639
Operating losses		(15,300)	$ (14,542)	(48,465)	$ (42,307)
Accumulated deficit		(266,040)		(266,040)					$ (235,263)
Net cash received from completion of merger	$ 49,840
Proceeds from the issuance of common stock				11,798	1,100
Cash outflow from operating activities				(32,177)	(35,719)
Net loss				(30,777)	$ 2,080
Term loans
Summary of Business and Significant Accounting Policies.
Debt principal amount	$ 55,000
Term loans collateral deposits							$ 10,000
Third Amendment To Credit Agreement
Summary of Business and Significant Accounting Policies.
Debt principal amount								$ 3,000
Amount of restricted cash wired to an account designated by lenders							$ 10,000
Cash proceeds from issuance of debt				2,400
CA Notes
Summary of Business and Significant Accounting Policies.
Debt principal amount						$ 4,000
Senior secured promissory notes				4,000
Subordinated Convertible Notes January 2024
Summary of Business and Significant Accounting Policies.
Debt principal amount		$ 3,000		3,000
Proceeds from Issuance of Subordinated Long-Term Debt				7,000
Private Placement
Summary of Business and Significant Accounting Policies.
Proceeds from the issuance of common stock				$ 11,800

Summary of Business and Signi_7

Summary of Business and Significant Accounting Policies - Concentrations of Risks, Significant Customers and Investments And Cost Savings Initiative, Financial Institutions (Details) $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 15, 2023	Mar. 31, 2024 USD ($)	Mar. 31, 2023	Mar. 31, 2024 USD ($) item	Mar. 31, 2023	Jun. 30, 2023
Summary of Business and Significant Accounting Policies
Deposits in excess of the FDIC limits		$ 3.7		$ 3.7
Concentration risk, number of suppliers | item				1
Cost Reduction Plan
Summary of Business and Significant Accounting Policies
Reduction in force, the company's personnel (as a percentage)	17%
Restructuring Costs				$ 0.5
Major Customers | Revenue | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage		84%	96%	86%	97%
Major Customers | Accounts Receivable | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage				96%		99%
Customer A | Revenue | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage		53%	62%	52%	61%
Customer A | Accounts Receivable | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage				12%		43%
Customer B | Revenue | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage			16%	12%	21%
Customer B | Revenue | Customer Concentration Risk | Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage		10%
Customer B | Accounts Receivable | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage				21%		14%
Customer C | Revenue | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage		20%	18%	22%	15%
Customer C | Accounts Receivable | Customer Concentration Risk | Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage				10%		10%
Customer D | Revenue | Customer Concentration Risk | Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage		10%	10%	10%	10%
Customer D | Accounts Receivable | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage				25%		37%
Customer E | Revenue | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage		11%
Customer E | Revenue | Customer Concentration Risk | Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage			10%	10%	10%
Customer E | Accounts Receivable | Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage				29%
Customer E | Accounts Receivable | Customer Concentration Risk | Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage						10%

Summary of Business and Signi_8

Summary of Business and Significant Accounting Policies - Costs Associated with Exit of Presto Touch (Details) $ in Millions		3 Months Ended	9 Months Ended
	Mar. 14, 2024 item	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jan. 17, 2024
Touch Business Joint Venture
Restructuring Cost and Reserve [Line Items]
Ownership percentage				40%
Exit of Presto Touch
Restructuring Cost and Reserve [Line Items]
Reduction in force, number of corporate roles affected | item	24
Reduction in force, corporate roles affected (as a percentage)	18%
Restructuring costs | $		$ 0.4	$ 0.4

Summary of Business and Signi_9

Summary of Business and Significant Accounting Policies - Segment Information (Details)	9 Months Ended
	Mar. 31, 2024 segment
Summary of Business and Significant Accounting Policies
Number of reportable segments	1

Summary of Business and Sign_10

Summary of Business and Significant Accounting Policies - Leases (Details) $ in Millions	Mar. 31, 2024 USD ($)
Leases
Operating lease ROU asset	$ 0.2
Maximum
Leases
Remaining lease term	3 years
Minimum
Leases
Remaining lease term	6 months

Summary of Business and Sign_11

Summary of Business and Significant Accounting Policies - Revenue Recognition, Cost of Revenue and Operating Expenses (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024 USD ($) item	Mar. 31, 2023 USD ($) item	Mar. 31, 2024 USD ($) item	Mar. 31, 2023 USD ($) item
Summary of Business and Significant Accounting Policies
Number of revenue streams | item	2	2	2	2
Revenue	$ 4,452	$ 6,607	$ 14,230	$ 21,316
Platform
Summary of Business and Significant Accounting Policies
Revenue	2,191	3,088	6,432	11,617
Platform | Hi Auto
Summary of Business and Significant Accounting Policies
Fees recorded as cost of revenue	300	$ 300	900	$ 800
Presto Voice
Summary of Business and Significant Accounting Policies
Revenue	$ 800		$ 1,800
Presto Voice | Revenue, Product and Service Benchmark | Product concentration risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	17%		13%
Minimum
Summary of Business and Significant Accounting Policies
Contract term			12 months
Minimum | Platform
Summary of Business and Significant Accounting Policies
Percentage of revenue share	63%	64%	63%	64%
Maximum
Summary of Business and Significant Accounting Policies
Contract term			36 months
Maximum | Platform
Summary of Business and Significant Accounting Policies
Percentage of revenue share	65%	68%	65%	68%

Merger - Trust Proceeds and PIP

Merger - Trust Proceeds and PIPE investment (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 22, 2022	Sep. 21, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 30, 2020
Merger
Exchange ratio	0.8099%
Amount placed in trust account							$ 151,500
Unredeemed Funds		$ 9,500
Issuance of common stock			$ 2,626	$ 100	$ 11,497	$ 1,100
Cash-Ventoux Trust and working capital cash		9,584
Cash-PIPE	$ 55,400	55,400
Less: transaction costs and other payments		(15,144)
Net cash received from completion of merger		49,840
Other costs		$ 500
Private Placement
Merger
Issuance of common stock (in shares)		7,133,687
Issuance of common stock		$ 55,400
Legacy Presto
Merger
Exchange ratio		0.8099%
Issuance of common stock (in shares)		260,000
Net cash received from completion of merger		$ 49,800
Transaction costs related to merger		2,100
Unpaid transaction costs				$ 10,400		$ 10,400
Payment of transaction cost		4,900
Merger related transaction cost payable		3,200
Ventoux
Merger
Repayment of loans		1,900
Transaction costs related to merger		$ 7,800

Merger - Earnout Arrangement (D

Merger - Earnout Arrangement (Details)	Sep. 21, 2022 D $ / shares shares
Merger
Shares received	15,000,000
Grant date fair value of each earnout share | $ / shares	$ 3.17
Earn out shares to common stock and RSU	4,771,116
Earn out shares	15,000,000
Third anniversary
Merger
Common stock shares issued (in Shares)	7,500,000
Number of trading days | D	20
Number of consecutive trading days | D	30
Third anniversary | Minimum
Merger
Stock price | $ / shares	$ 12.50
Fifth anniversary
Merger
Common stock shares issued (in Shares)	7,500,000
Number of trading days | D	20
Number of consecutive trading days | D	30
Fifth anniversary | Minimum
Merger
Stock price | $ / shares	$ 15

Merger - Unvested Sponsors Shar

Merger - Unvested Sponsors Share (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 22, 2022 USD ($)	Sep. 21, 2022 USD ($) D $ / shares shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)
Merger
Shares held by sponsors | shares		444,500
Stock based compensation expiration period		5 years
Number of consecutive trading days | D		40
Number of Trading days | D		60
Liability for the unvested sponsor shares		$ 1,600
Exchange ratio	0.8099%
Total net liabilities	$ 9,800
Gain on remeasurement of unvested sponsor shares			$ 0	$ 200	$ 1,400	$ 1,400
Warrant liabilities	9,400		$ 7,043		$ 7,043		$ 25,867
Cash-PIPE	$ 55,400	$ 55,400
Legacy Presto
Merger
Exchange ratio		0.8099%
First specified vesting period
Merger
Percentage of shares vested		25%
Stock price | $ / shares		$ 12
Stock based compensation expiration period		5 years
Second specified vesting period
Merger
Percentage of shares vested		25%
Stock price | $ / shares		$ 15
Stock based compensation expiration period		5 years
Third specified vesting period
Merger
Percentage of shares vested		25%
Stock price | $ / shares		$ 20
Stock based compensation expiration period		5 years
Remaining 25%
Merger
Percentage of shares vested		25%
Stock price | $ / shares		$ 25
Stock based compensation expiration period		5 years

Revenue - Deferred Revenue (Det

Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Revenue
Deferred revenue, beginning of year	$ 1,583	$ 10,769
Additions	4,252	3,246
Revenue recognized	(4,860)	(12,432)
Deferred revenue, end of period	$ 975	$ 1,583

Revenue (Details)

Revenue (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024 USD ($) country shares	Mar. 31, 2023 USD ($) country	Mar. 31, 2024 USD ($) customer country shares	Mar. 31, 2023 USD ($) country	Jul. 01, 2023 USD ($)	Jun. 30, 2023 USD ($) shares	Jul. 01, 2022 USD ($)	Oct. 29, 2021 shares
Revenue
Contract assets	$ 400		$ 400			$ 700
Accounts receivable	1,246		1,246		$ 1,800	1,831	$ 1,500
Contract assets including deferred costs	$ 1,200		$ 1,200			$ 2,400	$ 11,300
Number of country other than US representing 10% or more of the Company's revenue | country	0	0	0	0
Revenue from leasing arrangements	$ 500	$ 600	$ 1,600	$ 1,500
Warrants to purchase shares of common stock | shares	53,857,731		53,857,731			21,315,453		404,961
Contra-revenue recognized related to the warrant	$ (200)	$ (500)	$ (462)	$ (1,073)
Maximum | Gaming
Revenue
Commission paid to restaurants (as a percent)	100%	90%	97%	90%
Minimum | Gaming
Revenue
Commission paid to restaurants (as a percent)	86%	84%	86%	83%
Del Taco | Presto Voice
Revenue
Number of customers decided not to continue with Presto Voice | customer			1

Revenue - Remaining performance

Revenue - Remaining performance obligations (Details) $ in Millions	Mar. 31, 2024 USD ($)
Revenue
Revenue expected to be recognized from remaining performance obligations	$ 3.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue
Revenue expected to be recognized from remaining performance obligations	$ 3.2
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Convertible promissory notes and embedded warrants
Fair Value Measurements
Total financial liabilities		$ 0
Fair Value Measurements Recurring
Fair Value Measurements
Total financial assets	$ 3,143
Total financial liabilities	15,541	27,266
Fair Value Measurements Recurring | Sponsor Shares liability
Fair Value Measurements
Total financial liabilities	8	1,399
Fair Value Measurements Recurring | Convertible promissory notes
Fair Value Measurements
Total financial liabilities	8,490
Fair Value Measurements Recurring | Common stock warrants
Fair Value Measurements
Total financial liabilities	7,043	25,867
Fair Value Measurements Recurring | Money market funds
Fair Value Measurements
Total financial assets	3,143	13,884
Fair Value Measurements Recurring | Level 1
Fair Value Measurements
Total financial assets	3,143
Fair Value Measurements Recurring | Level 1 | Money market funds
Fair Value Measurements
Total financial assets	3,143	13,884
Fair Value Measurements Recurring | Level 3
Fair Value Measurements
Total financial liabilities	15,541	27,266
Fair Value Measurements Recurring | Level 3 | Sponsor Shares liability
Fair Value Measurements
Total financial liabilities	8	1,399
Fair Value Measurements Recurring | Level 3 | Convertible promissory notes
Fair Value Measurements
Total financial liabilities	8,490
Fair Value Measurements Recurring | Level 3 | Common stock warrants
Fair Value Measurements
Total financial liabilities	$ 7,043	$ 25,867

Fair Value Measurements - Unves

Fair Value Measurements - Unvested sponsor Share Liability (Details)	Mar. 31, 2024 Y	Jun. 30, 2023 Y
Expected volatility
Fair Value Measurements
Unvested sponsor share liability, measurement input	0.683	0.704
Expected term (in years)
Fair Value Measurements
Unvested sponsor share liability, measurement input	3.7	4.2
Risk-free interest rate
Fair Value Measurements
Unvested sponsor share liability, measurement input	0.039	0.042

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value of Warrant Liabilities (Details) - Level 3	Mar. 31, 2024 Y $ / shares	Jun. 30, 2023 Y $ / shares
Risk-free interest rate | Warrants excluding third and fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	0.0429	0.0419
Risk-free interest rate | Third amendment conversion warrants and the fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	4.16
Risk-free interest rate | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	4.49
Expected term (in years) | Warrants excluding third and fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs | Y	4.13	4.75
Expected term (in years) | Third amendment conversion warrants and the fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs | Y	4.62
Expected term (in years) | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	2
Expected volatility | Warrants excluding third and fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	0.5881	0.5676
Expected volatility | Third amendment conversion warrants and the fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	67.32
Expected volatility | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	64.80
Exercise price | Warrants excluding third and fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	0.02	4.50
Exercise price | Third amendment conversion warrants and the fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	0.01
Conversion price | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	0.25
Probability of a transaction that triggers an anti-dilution adjustment | Third amendment conversion warrants and the fifth amendment warrants
Fair Value Measurements
Warrants, measurement inputs	50
Probability of a transaction that triggers an anti-dilution adjustment | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	50
Discount rate | Convertible promissory notes
Fair Value Measurements
Warrants, measurement inputs	48.70

Fair Value Measurements - Chang

Fair Value Measurements - Changes in Fair Value (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ (25,467)	$ (12,555)
Convertible Promissory Notes and Embedded Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period		89,663
Change in fair value		(48,271)
Conversion of warrant liabilities and convertible promissory notes		(41,392)
Common stock warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	25,867	4,149
Reclassification of liability classified warrants to equity		(830)
Issuance of liabilities	6,643	1,471
Recognition of warrants and unvested sponsor share liabilities assumed upon the Merger		9,388
Change in fair value	(25,467)	(12,555)
Balance at the end of period	7,043	1,623
Unvested sponsor Shares Liability | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	1,399
Recognition of warrants and unvested sponsor share liabilities assumed upon the Merger		1,588
Change in fair value	(1,391)	(1,392)
Balance at the end of period	8	$ 196
Convertible promissory notes | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of liabilities	9,960
Change in fair value	(1,470)
Balance at the end of period	$ 8,490

Condensed Consolidated Balanc_5

Condensed Consolidated Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components
Finished goods	$ 181		$ 181		$ 629
Total inventories	181		181		$ 629
Impairment of inventory	$ 0	$ 0	$ 425	$ 0

Condensed Consolidated Balanc_6

Condensed Consolidated Balance Sheet Components - Investments in Non-Affiliates (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Condensed Consolidated Balance Sheet Components
Investment in non-affiliated entity	$ 2,000				$ 2,000
Impairments or observable price changes		$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Balanc_7

Condensed Consolidated Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components
Total property and equipment	$ 5,862		$ 5,862		$ 6,412
Less: accumulated depreciation	(5,285)		(5,285)		(5,503)
Property and equipment, net	577		577		909
Depreciation expense	100	$ 400	700	$ 1,000
Tablets
Condensed Consolidated Balance Sheet Components
Total property and equipment	4,746		4,746		5,774
Computer equipment
Condensed Consolidated Balance Sheet Components
Total property and equipment	704		704		621
Voice equipment
Condensed Consolidated Balance Sheet Components
Total property and equipment	$ 412		$ 412		$ 17

Condensed Consolidated Balanc_8

Condensed Consolidated Balance Sheet Components - Intangible Assets, net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components
Intangible assets, gross	$ 9,821	$ 11,205
Less: accumulated amortization	(1,695)	(677)
Intangible assets, net	8,126	10,528
Capitalized software
Condensed Consolidated Balance Sheet Components
Intangible assets, gross	9,670	9,754
Developed technology
Condensed Consolidated Balance Sheet Components
Intangible assets, gross		1,300
Domain name
Condensed Consolidated Balance Sheet Components
Intangible assets, gross	$ 151	$ 151

Condensed Consolidated Balanc_9

Condensed Consolidated Balance Sheet Components - Weighted-average Amortization Periods (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Condensed Consolidated Balance Sheet Components
Amortization expense of intangible assets	$ 0.5	$ 0.1	$ 1.7	$ 0.3
Impairment			$ 3.2
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Research and Development Expense
Capitalized software
Condensed Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods			4 years
Impairment	0		$ 2.8
Developed technology
Condensed Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods			4 years
Impairment	$ 0		$ 0.4
Developed technology | CyborgOps
Condensed Consolidated Balance Sheet Components
Impairment		$ 0	$ 0.9	$ 0
Domain Name
Condensed Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods			15 years

Condensed Consolidated Balan_10

Condensed Consolidated Balance Sheet Components - Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Condensed Consolidated Balance Sheet Components
Remainder of 2024	$ 593
2025	2,359
2026	2,355
2027	2,355
2028	464
Total	$ 8,126

Condensed Consolidated Balan_11

Condensed Consolidated Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components
Accrued expenses	$ 1,893	$ 253
Accrued vacation	702	868
Accrued payroll	1,066	1,208
Operating lease liability, current	230	355
Accrued interest	15	375
Accrued repair cost (Refer to Note 8)		392
Accrued sales tax	146	134
Accrued other	115	734
Total accrued liabilities	$ 4,167	$ 4,319

Condensed Consolidated Balan_12

Condensed Consolidated Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components
Unvested Sponsor Shares Liability	$ 8	$ 1,399
Operating lease liability, net of current portion		136
Total other long-term liabilities	$ 8	$ 1,535

Financing Obligations - Schedul

Financing Obligations - Schedule of Financing Obligations Net of Discounts (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Financing Obligations
Total financing obligations	$ 3,540	$ 4,676
Less: financing obligations, current	(3,540)	(1,676)
Total financing obligations, noncurrent		3,000
Receivable financing facility
Financing Obligations
Total financing obligations	3,540	4,067
Less: financing obligations, current	$ (3,500)
Equipment financing facility
Financing Obligations
Total financing obligations		$ 609

Financing Obligations (Details)

Financing Obligations (Details) - USD ($)			9 Months Ended
	Feb. 15, 2024	Dec. 15, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Financing Obligations
Outstanding balance			$ 3,540,000		$ 1,676,000
Gain (loss)	$ 0	$ 0		$ (8,095,000)
Receivable financing facility
Financing Obligations
Outstanding balance			3,500,000
Receivable financing facility | Remainder of fiscal year 2024
Financing Obligations
Long Term Debt Maturities Repayments Of Principal and Interest Remainder Of Fiscal Year			400,000
Receivable financing facility | Fiscal year 2025
Financing Obligations
Long Term Debt Maturities Repayments Of Principal and Interest In Next Twelve Months			1,800,000
Receivable financing facility | Fiscal year 2026
Financing Obligations
Long Term Debt Maturities Repayments Of Principal and Interest In next 2 years			$ 1,800,000
Equipment financing facility | Tablets
Financing Obligations
Lease term			4 years
Outstanding balance			$ 0
Equipment financing facility | Maximum | Tablets
Financing Obligations
Debt term			5 years
Debt interest rate			14%
Equipment financing facility | Minimum | Tablets
Financing Obligations
Debt term			3 years
Debt interest rate			8%

Debt Arrangements (Details)

Debt Arrangements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Total debt	$ 58,761	$ 50,639
Less: debt, current	(58,761)	(50,639)
CA Notes
Debt Instrument [Line Items]
Total debt	3,964
Credit Agreement
Debt Instrument [Line Items]
Total debt	46,082	$ 50,639
January 2024 Convertible Notes
Debt Instrument [Line Items]
Total debt	7,771
March 2024 Convertible Note
Debt Instrument [Line Items]
Total debt	719
Premium Financing
Debt Instrument [Line Items]
Total debt	$ 225

Debt Arrangements - Term Loan,

Debt Arrangements - Term Loan, Credit Agreement (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 21, 2022	Mar. 31, 2023	Mar. 31, 2024	Jun. 30, 2023	Oct. 29, 2021
Debt Instrument [Line Items]
Warrants to purchase shares of common stock			53,857,731	21,315,453	404,961
Issuance of Warrants/ issued with Credit Agreement		$ 2,076
Credit Agreement
Debt Instrument [Line Items]
Warrants to purchase shares of common stock	1,500,000
Issuance of Warrants/ issued with Credit Agreement	$ 2,100
Term loans
Debt Instrument [Line Items]
Debt principal amount	$ 55,000

Debt Arrangements - Third Amend

Debt Arrangements - Third Amendment to Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Jan. 04, 2024	Oct. 10, 2023	Mar. 31, 2024	Jan. 11, 2024	Jun. 30, 2023	Sep. 21, 2022
Debt Instrument [Line Items]
Common stock par value (in dollars per share)			$ 0.0001		$ 0.0001
Credit Agreement
Debt Instrument [Line Items]
Debt interest rate						15%
Percentage of interest rate could increase due to various provisions of the credit agreement			5%
Amount of non-payment of quarterly monitoring fee, default notice received	$ 0.1
Third Amendment To Credit Agreement
Debt Instrument [Line Items]
Debt principal amount		$ 3
Interest for warrants		6
Debt covenants minimum cash collateral		$ 10
Rolling term of operating cash		3 months
Debt issuance costs		$ 0.1
Exercise price of warrants		$ 0.01
Amount of restricted cash wired to an account designated by lenders				$ 10
Third Amendment To Credit Agreement | First time period
Debt Instrument [Line Items]
Percentage of capitalized interest payment		100%
Third Amendment To Credit Agreement | Second time period
Debt Instrument [Line Items]
Percentage of capitalized interest payment		100%
Term loans
Debt Instrument [Line Items]
Debt principal amount						$ 55
Number of shares to be purchase by warrants		25,000
Presto CA LLC | Credit Agreement
Debt Instrument [Line Items]
Amount of additional equity investments		$ 3
Third Amended Warrants | Credit Agreement
Debt Instrument [Line Items]
Number of shares to be purchase by warrants		3,000,000
Exercise price		$ 0.01
Third Amended Warrants | Third Amendment To Credit Agreement
Debt Instrument [Line Items]
Paid-in-Kind Interest Forgiven		$ 6
Total financial liabilities		5.2
Adjustment to debt discount		$ (0.8)

Debt Arrangements - Forbearance

Debt Arrangements - Forbearance Agreement, Forbearance Date and Related Terms (Details) - USD ($) $ in Thousands					3 Months Ended		9 Months Ended
	May 20, 2024	Mar. 21, 2024	Mar. 01, 2024	Jan. 22, 2024	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Feb. 26, 2024	Feb. 25, 2024	Jan. 30, 2024	Jan. 29, 2024	Jun. 30, 2023	Sep. 21, 2022
Subsequent event
Common stock shares authorized					100,000,000,000		100,000,000,000		100,000,000,000	180,000,000			180,000,000	180,000,000
Total debt					$ 58,761		$ 58,761						$ 50,639
Seventh Amendment to the Credit Agreement
Subsequent event
Maximum amount advanced pursuant to senior secured promissory note		$ 2,000
Maximum additional amount advanced pursuant to senior secured promissory note		2,000
Minimum Unrestricted Cash Amount Prior to New Forbearance Termination Date		0
Minimum amount of unrestricted cash amount on new forbearance termination date		$ 10,000
Gross cash proceeds of $3.5 million or more in a capital raise
Subsequent event
Gross cash proceeds			$ 3,500
Gross cash proceeds of greater than or equal to $2 million in a capital raise
Subsequent event
Gross cash proceeds			2,000
Gross cash proceeds of less than $3.5 million in a capital raise
Subsequent event
Gross cash proceeds			$ 3,500
Credit Agreement
Subsequent event
Debt interest rate														15%
Payment in kind interest					1,400	$ 2,200	5,600	$ 4,600
Amortization of debt discount					1,600	$ 600	4,000	$ 1,200
Total debt					46,082		46,082						$ 50,639
Term loans principal outstanding					48,000		48,000
Payment in kind interest accrual net					5,100		5,100
Unamortized debt issuance costs					$ 7,000		$ 7,000
Debt Instrument, Interest Rate, Stated Percentage														15%
Credit Agreement | Fifth Amendment Warrants
Subsequent event
Debt interest rate					4%		4%				8%	12%
Number of shares to be purchase by warrants											5,323,298
Debt Instrument, Interest Rate, Stated Percentage					4%		4%				8%	12%
Forbearance Agreement and Fourth Amendment to Credit Agreement
Subsequent event
Period from resignation of prior Chief Financial Officer to appoint a new Chief Financial Officer				90 days
Forbearance Agreement and Fourth Amendment to Credit Agreement | Minimum
Subsequent event
Gross cash proceeds in a Capital Raise				$ 6,000
Subsequent Event
Subsequent event
Gross cash proceeds	$ 3,000

Debt Arrangements - Subordinate

Debt Arrangements - Subordinated Convertible Notes (Details)				9 Months Ended
	Mar. 21, 2024 USD ($) loan	Mar. 01, 2024 USD ($) EquityInstruments $ / shares	Jan. 29, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Jan. 31, 2024 $ / shares	Nov. 21, 2023 $ / shares
Subsequent event
Payment of debt issuance costs				$ (435,000)	$ (1,294,000)
Debt instrument carrying amount				67,409,000
Event of default
Subsequent event
Debt instrument carrying amount				500,000
Subordinated Convertible Notes January 2024
Subsequent event
Amount of note agreed to sell				3,000,000
Proceeds from Issuance of Subordinated Long-Term Debt				$ 7,000,000
Subordinated Convertible Notes January 2024 | Remus Capital Series B II, L.P. | Related party
Subsequent event
Amount of note agreed to sell			$ 2,700,000
Conversion price | $ / shares			$ 0.25
Subordinated Convertible Notes January 2024 | Presto CA LLC | Related party
Subsequent event
Price per share | $ / shares						$ 1
Subordinated Convertible Notes March 2024
Subsequent event
Amount of note agreed to sell		$ 1,000,000
Interest rate (in percent)		7.50%
Proceeds from Issuance of Subordinated Long-Term Debt		$ 960,000,000
Debt Instrument, Interest Rate, In case of Default		12%
Convertible shares of common stock | EquityInstruments		3,840,000
Subordinated Convertible Notes January and March 2024
Subsequent event
Amount of periodic payment		$ 0
Subordinated Convertible Notes January and March 2024 | Event of default
Subsequent event
Conversion price (denominator use for calculating price of redemption of note) | $ / shares				$ 0.25
CA Notes
Subsequent event
Amount of note agreed to sell	$ 4,000,000
Interest rate (in percent)	12%
Number of loans | loan	2
CA Notes | Presto CA LLC | Related party
Subsequent event
Amount of note agreed to sell	$ 4,000,000
Senior Secured Promissory Note, One
Subsequent event
Amount of note agreed to sell	2,000,000
Senior Secured Promissory Note, Two
Subsequent event
Amount of note agreed to sell	$ 2,000,000
Securities Purchase Agreements | Lead Investor
Subsequent event
Number of shares forfeited | shares			3,000,000
Securities Purchase Agreements | January 2024 Notes
Subsequent event
Amount of note agreed to sell			$ 6,000,000
Securities Purchase Agreements | January 2024 Notes | Lead Investor
Subsequent event
Amount of note agreed to sell			3,000,000
Securities Purchase Agreements | Subordinated Convertible Notes January 2024
Subsequent event
Amount of note agreed to sell			$ 6,000,000
Interest rate (in percent)			7.50%
PIK interest rate in case of default (in percent)			12%
Number of shares issuable upon notes conversion to common stocks | shares			36,000,000
Conversion price | $ / shares		$ 0.25	$ 0.25
Securities Purchase Agreements | Subordinated Convertible Notes January 2024 | Lead Investor
Subsequent event
Number of shares forfeited | shares			3,000,000
Price per share | $ / shares							$ 1
Number of additional shares forfeited | shares			9,000,000

Debt Arrangements - Convertible

Debt Arrangements - Convertible Promissory Notes (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 21, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Proceeds from issuance of promissory notes		$ 6,960
January 2024 Subordinated Convertible Notes
Debt Instrument [Line Items]
Fair value of convertible promissory note	$ 41,400			$ 89,700
Debt conversion, shares issued	8,147,938
Gain (loss) on remeasurement			$ 48,300
Adjustment to Additional Paid in Capital, Reclassification on Conversion of Convertible Debt			$ 41,400

Debt Arrangements - Other Term

Debt Arrangements - Other Term Loans (Details) - USD ($)								9 Months Ended
	Feb. 15, 2024	Dec. 15, 2023	Oct. 04, 2023	Sep. 21, 2022	Aug. 04, 2022	Mar. 11, 2022	Mar. 04, 2021	Mar. 31, 2023
Debt Instrument [Line Items]
Loss on extinguishment of debt and financing obligations	$ 0	$ 0						$ 8,095,000
Debt prepayment and other penalties								$ 6,144,000
Horizon Term Loan
Debt Instrument [Line Items]
Debt principal amount							$ 15,000,000
Debt term							54 months
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 | Prime Rate
Debt Instrument [Line Items]
Debt interest variable rate							6.50%
Lago Term Loans
Debt Instrument [Line Items]
Debt principal amount						$ 12,600,000
Cash disbursement for loan repayment				22,400,000
Repayment of principal amount				17,900,000
Payment of interest amount				100,000
Loss on extinguishment of debt and financing obligations					$ 6,000,000
Debt Instrument, Interest Rate, Paid in Kind, Percentage						2%
Cash proceeds from issuance of debt					$ 5,300,000
Debt prepayment and other penalties				$ 4,400,000
Number of shares to be purchase by warrants					169,310
Lago Term Loans | Minimum
Debt Instrument [Line Items]
Debt interest rate						12%
Debt interest variable rate						1%
Premium Financing
Debt Instrument [Line Items]
Debt principal amount			$ 800,000
Debt interest rate			8.43%
Amount of periodic payment			$ 100,000

Debt Arrangements - PPP Loans (

Debt Arrangements - PPP Loans (Details) - PPP - USD ($) $ in Millions	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2021
Debt Instrument [Line Items]
Debt principal amount		$ 2
Forgiveness of PPP Loan	$ 2
Percentage of loan to be use for payroll in order to forgiven fully		60%

Debt Arrangements - Future prin

Debt Arrangements - Future principal payments on debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Future principal payments on debt
Remainder 2024	$ 4,221
2025	53,119
2026	10,069
Total future payments on debt obligations	$ 67,409

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Jan. 16, 2024	Jun. 30, 2022	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Third-party subcontractor | Settled Litigation
Commitments and Contingencies
Amount received from third party		$ 11.3
Legal Dispute With Former Employees | Pending Litigation
Commitments and Contingencies
Amount of restricted stock awards				97,881				256,891
XAC Judgment
Commitments and Contingencies
Amount received from third party	$ 11.3
Gain recognized related to settlement						$ 0
Accrued liabilities
Commitments and Contingencies
Expected repair costs accrual			$ 0			0		$ 0.4
Cost of revenue | Platform
Commitments and Contingencies
Cost incurred			$ 0.3		$ 0.3	$ 0.8	$ 1.2

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)

3 Months Ended

9 Months Ended

Mar. 14, 2024 USD ($) shares

Feb. 29, 2024 USD ($) $ / shares shares

Jan. 29, 2024 USD ($) item $ / shares shares

Nov. 21, 2023 USD ($) shares

Nov. 17, 2023 USD ($) $ / shares shares

Oct. 10, 2023 USD ($) $ / shares shares

Sep. 21, 2022 Vote shares

Sep. 15, 2022 USD ($) shares

Mar. 31, 2024 USD ($) $ / shares shares

Mar. 31, 2024 USD ($) $ / shares shares

Mar. 31, 2023 USD ($) shares

Mar. 21, 2024 $ / shares

Feb. 28, 2024 $ / shares

Feb. 26, 2024 shares

Feb. 25, 2024 shares

Oct. 16, 2023 $ / shares shares

Jun. 30, 2023 $ / shares shares

Stockholders' Deficit

Common stock shares authorized | shares

180,000,000

100,000,000,000

100,000,000,000

100,000,000,000

180,000,000

180,000,000

Preferred stock shares authorized | shares

1,500,000

1,500,000

1,500,000

1,500,000

Common stock reserved for future issuance | shares

120,345,939

120,345,939

Common stock par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Voting rights | Vote

1

Proceeds from the issuance of common stock

$ 11,798,000

$ 1,100,000

Other Financing and Financial Instrument (Costs) Income, Net

$ (250,000)

1,141,000

(1,768,000)

Aggregate costs

$ 709,000

$ 1,778,000

Third Amendment Conversion Warrants [Member]

Stockholders' Deficit

Common stock reserved for future issuance | shares

24,000,000

15,000,000

6,000,000

3,000,000

Price per share | $ / shares

$ 0.40

$ 2

October Purchase Agreement

Stockholders' Deficit

Exercise price | $ / shares

$ 0.25

November Purchase Agreements | Additional Paid-in Capital

Stockholders' Deficit

Deemed dividend

$ 1,500,000

October Purchase Agreement and the November Purchase Agreements

Stockholders' Deficit

Exercise price | $ / shares

$ 0.40

$ 0.25

$ 0.25

Issuance of common stock (in shares) | shares

12,000,000

9,000,000

10,500,000

January 2024 Notes | Securities Purchase Agreements

Stockholders' Deficit

Debt principal amount

$ 6,000,000

Placement agency agreement

Stockholders' Deficit

Total cash fee

$ 500,000

Placement agency fees

600,000

Legal fees

500,000

Aggregate costs

$ 1,100,000

Private Placement

Stockholders' Deficit

Proceeds from the issuance of common stock

$ 11,800,000

Issuance of common stock (in shares) | shares

7,133,687

Private Placement | October Purchase Agreement

Stockholders' Deficit

Common stock reserved for future issuance | shares

1,500,000

Exercise price | $ / shares

$ 2

Aggregate purchase price

$ 3,000,000

Private Placement | November Purchase Agreements

Stockholders' Deficit

Number of additional shares issuable | shares

1,500,000

Private Placement | October Purchase Agreement and the November Purchase Agreements

Stockholders' Deficit

Deemed dividend

7,700,000

February Offering

Stockholders' Deficit

Common stock reserved for future issuance | shares

8,533,000

Deemed dividend

$ 1,400,000

Proceeds from the issuance of common stock

$ 2,100,000

Placement agency fees

$ 500,000

March Offering

Stockholders' Deficit

Proceeds from the issuance of common stock

$ 1,200,000

Issuance of common stock (in shares) | shares

4,800,000

Placement agency fees

$ 200,000

Northland Securities, Inc. | Placement agency agreement

Stockholders' Deficit

Reimbursable stock offering related legal and other expenses

$ 100,000

Chardan Capital Markets LLC | Placement agency agreement

Stockholders' Deficit

Reimbursable stock offering related legal and other expenses

15,000

Benchmark Company, LLC | Placement agency agreement

Stockholders' Deficit

Reimbursable stock offering related legal and other expenses

$ 15,000

Investor Not Agreeing to New Issuance Price

Stockholders' Deficit

Issuance of common stock (in shares) | shares

3,000,000

Number of investors | item

1

Number of shares held by investor | shares

1,000,000

Investor Not Agreeing to New Issuance Price | Securities Purchase Agreements

Stockholders' Deficit

Exercise price | $ / shares

$ 0.25

Number of investors | item

1

Number of shares held by investor | shares

1,000,000

Related party | Maximum [Member] | Registered Offering | November Purchase Agreements

Stockholders' Deficit

Exercise price | $ / shares

$ 1

Related party | Investor

Stockholders' Deficit

Proceeds from the issuance of common stock

$ 1,000,000

$ 1,000,000

Issuance of common stock (in shares) | shares

133,333

133,333

Related party | Investor | Registered Offering | November Purchase Agreements

Stockholders' Deficit

Issuance of common stock (in shares) | shares

7,000,000

Gross cash proceeds in a Capital Raise

$ 7,000,000

Related party | REMUS Capital | Registered Offering | Purchase Agreement and Third Amendment Conversion Warrants

Stockholders' Deficit

Exercise price | $ / shares

$ 1

Related party | Zaffran Special Opportunities LLC | Registered Offering | November Purchase Agreements

Stockholders' Deficit

Additional shares to be issued in registered offering | shares

750,000

Number of common stocks to be sold at registered offering | shares

7,750,000

Shares offering fees

$ 800,000

Silver rock

Stockholders' Deficit

Issuance of common stock (in shares) | shares

323,968

Shares held by investor | shares

400,000

Termination fee

$ 1,600,000

Expenses agreed to pay

500,000

Number of shares to be purchase by warrants | shares

500,000

Other Financing and Financial Instrument (Costs) Income, Net

$ 800,000

Presto CA LLC [Member] | Securities Purchase Agreement

Stockholders' Deficit

Price per share | $ / shares

$ 0.25

$ 0.40

Number of additional shares issued | shares

4,500,000

November Purchasers | Private Placement | November Purchase Agreements

Stockholders' Deficit

Number of additional shares issued | shares

4,500,000

Stockholders' Deficit - Common

Stockholders' Deficit - Common stock reserved (Details)	Mar. 31, 2024 shares
Stockholders' Deficit
Common stock reserved for future issuance	120,345,939
Equity awards available for future grants
Stockholders' Deficit
Common stock reserved for future issuance	3,722,827
January 2024 Notes
Stockholders' Deficit
Common stock reserved for future issuance	36,000,000
March 2024 Notes
Stockholders' Deficit
Common stock reserved for future issuance	3,840,000
Sponsor Shares liability
Stockholders' Deficit
Common stock reserved for future issuance	444,500
Common stock options and RSUs
Stockholders' Deficit
Common stock reserved for future issuance	8,431,424
Earnout Shares
Stockholders' Deficit
Common stock reserved for future issuance	14,049,457
Common stock warrants
Stockholders' Deficit
Common stock reserved for future issuance	53,857,731

Warrants (Details)

Warrants (Details) - $ / shares	Mar. 31, 2024	Mar. 24, 2024	Mar. 14, 2024	Mar. 04, 2024	Feb. 29, 2024	Jan. 31, 2024	Jan. 29, 2024	Nov. 21, 2023	Oct. 16, 2023	Jun. 30, 2023
Warrants
Common stock par value (in dollars per share)	$ 0.0001									$ 0.0001
Shares available for future issuance	120,345,939
Third Amendment Conversion Warrants
Warrants
Exercise Price					$ 0.25			$ 1	$ 0.01
Price per share							$ 0.40		$ 2
Shares available for future issuance					24,000,000		15,000,000	6,000,000	3,000,000
Third Amendment Fee Warrants
Warrants
Shares available for future issuance									25,000
Fifth Amendment Conversion Warrants
Warrants
Exercise Price		$ 0.25		$ 0.01
Price per share				$ 0.40
Shares available for future issuance			8,517,278	5,323,298
Number of shares to be purchase by warrants						5,323,298

Warrants - Common Stock Outstan

Warrants - Common Stock Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023	Oct. 10, 2023	Oct. 31, 2021	Oct. 29, 2021
Warrants
Number of Shares	53,857,731	21,315,453			404,961
Third Amendment To Credit Agreement
Warrants
Exercise Price			$ 0.01
Common warrants one
Warrants
Exercise Price	$ 7.80	$ 7.80
Number of Shares	12,811	12,811
Term (years)	7 years	7 years
Common warrants two
Warrants
Exercise Price	$ 7.80	$ 7.80
Number of Shares	41,636	41,636
Term (years)	7 years	7 years
Common warrants three
Warrants
Exercise Price	$ 7.80	$ 7.80
Number of Shares	16,654	16,654
Term (years)	7 years	7 years
Common warrants four
Warrants
Exercise Price	$ 5.85	$ 5.85
Number of Shares	84,461	84,461
Term (years)	6 years 6 months	6 years 6 months
Common warrants five
Warrants
Exercise Price	$ 0.01	$ 0.01
Number of Shares	404,961	404,961		404,961
Number of shares	202,715
Term (years)	6 years 8 months 12 days	6 years 8 months 12 days
Number of contingent warrants outstanding	0	66,396
Common warrants six
Warrants
Exercise Price	$ 0.37	$ 0.37
Number of Shares	178,395	178,395
Term (years)	10 years	10 years
Common warrants seven
Warrants
Exercise Price	$ 0.37	$ 0.37
Number of Shares	57,952	57,952
Term (years)	10 years	10 years
Common warrants eight
Warrants
Exercise Price	$ 5.85	$ 5.85
Number of Shares	86,532	86,532
Term (years)	6 years	6 years
Common warrants nine
Warrants
Exercise Price	$ 0.37	$ 0.37
Number of Shares	402,679	402,679
Term (years)	6 years	6 years
Common warrants ten
Warrants
Exercise Price	$ 8.16	$ 8.16
Number of Shares	182,158	182,158
Common warrants eleven
Warrants
Exercise Price	$ 8.16	$ 8.16
Number of Shares	27,577	27,577
Term (years)	10 years	10 years
Common warrants twelve
Warrants
Exercise Price	$ 6.53	$ 6.53
Number of Shares	294,725	294,725
Term (years)	10 years	10 years
Coverage dollar amount	$ 1.9	$ 1.9
Common warrants thirteen
Warrants
Exercise Price	$ 8.16	$ 8.16
Number of Shares	374,912	374,912
Term (years)	10 years	10 years
Common warrants fourteen
Warrants
Exercise Price	$ 11.50	$ 11.50
Number of Shares	1,500,000	1,500,000
Term (years)	5 years	5 years
Common warrants fifteen
Warrants
Exercise Price	$ 8.21	$ 8.21
Number of Shares	8,625,000	8,625,000
Term (years)	5 years	5 years
Common warrants sixteen
Warrants
Exercise Price	$ 11.50	$ 11.50
Number of Shares	6,125,000	6,125,000
Term (years)	5 years	5 years
Common warrants seventeen
Warrants
Exercise Price	$ 0.01	$ 0.01
Number of Shares	400,000	400,000
Term (years)	5 years	5 years
Common warrants seventeen | First Amendment to the Credit Arrangement
Warrants
Warrants issued to Lenders	400,000
Minimum percent of shares to be held by beneficial owner to redeem the warrants	50%
Common warrants eighteen
Warrants
Exercise Price	$ 0.01	$ 0.01
Number of Shares	2,500,000	2,500,000
Term (years)	5 years	5 years
Common warrants eighteen | Second amendment to credit agreement
Warrants
Term (years)	5 years
Stock ownership after transaction (as percentage)	4.99%
Minimum percent of shares to be held by beneficial owner to redeem the warrants	50%
Common warrants nineteen
Warrants
Exercise Price	$ 0.01
Number of Shares	24,025,000
Term (years)	5 years
Common warrants nineteen | Third Amendment To Credit Agreement
Warrants
Term (years)	5 years
Stock ownership after transaction (as percentage)	4.99%
Minimum percent of shares to be held by beneficial owner to redeem the warrants	50%
Common warrants twenty
Warrants
Exercise Price	$ 0.01
Number of Shares	8,517,278
Term (years)	5 years
Common warrants twenty | Fifth Amendment To Credit Agreement
Warrants
Term (years)	5 years
Stock ownership after transaction (as percentage)	4.99%
Minimum percent of shares to be held by beneficial owner to redeem the warrants	50%
Common warrants one, two and three
Warrants
Term (years)	5 years
Public warrants
Warrants
Exercise Price	$ 0.01
Warrants exercisable	17,250,000
Number of shares issued for each warrant	0.5
Exercise price	$ 8.21
Adjustment of exercise price of warrants based on weighted average price per price (as a percent)	165%
Threshold period for filling registration statement after business combination	20 days
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Private warrants
Warrants
Exercise Price	$ 11.50
Private warrants | Redemption scenario one
Warrants
Exercise Price	0.01
Private warrants | Redemption Of Warrants When Price Per Share Of Common Stock Equals Or Exceeds16.50 [Member]
Warrants
Exercise price	$ 16.50
Threshold period for filling registration statement after business combination	20 days
Minimum threshold written notice period for redemption of public warrants	30 days

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 21, 2022	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Stock-Based Compensation
Common stock reserved for future issuance			120,345,939		120,345,939
Number of Awards Outstanding, Granted					1,211,623
Weighted- Average Grant Date Fair Value, Granted					$ 2.23
Stock based compensation expiration period	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period					1,205,089
Compensation expense			$ 2,007	$ 4,396	$ 8,617	$ 9,272
Number of stock options with vesting condition			5,722,997		5,722,997		9,901,703
Unrecognized stock-based compensation			$ 2,600		$ 2,600
Weighted average period of recognition					9 months 10 days
Exercised term					3 years 18 days
Employee Stock Option
Stock-Based Compensation
Number of stock options with vesting condition				300,376		300,376
Service period						4 years
Unrecognized stock-based compensation			600		$ 600
Weighted average period of recognition					1 year 2 months 12 days
RSU
Stock-Based Compensation
Compensation expense			400	$ 400	$ 1,200	$ 2,600
Unrecognized stock-based compensation			$ 6,900		$ 6,900
Weighted average period of recognition					3 years 5 months 23 days
First specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25%
Second specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25%
Third specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25%
Director and previous interim CEO | RSU
Stock-Based Compensation
Number of Awards Outstanding, Granted		1,200,000
Weighted- Average Grant Date Fair Value, Granted		$ 4.56
Director and previous interim CEO | First specified vesting period | RSU
Stock-Based Compensation
Percentage of shares vested		33.33%
Director and previous interim CEO | Second specified vesting period | RSU
Stock-Based Compensation
Percentage of shares vested		56.67%
Number of equal monthly installments over which RSUs vested		23 months
Director and previous interim CEO | Third specified vesting period | RSU
Stock-Based Compensation
Percentage of shares vested		10%
Maximum
Stock-Based Compensation
Stock based compensation vesting period					5 years
Stock based compensation expiration period					10 years
Maximum | Employee Stock Option
Stock-Based Compensation
Percentage of shares vested					25%
Minimum
Stock-Based Compensation
Exercise price percentage					100%
Stock based compensation vesting period					4 years
Minimum | Employee Stock Option
Stock-Based Compensation
Percentage of shares vested					20%
2008 Plan
Stock-Based Compensation
Exercised term					30 days
2018 Plan
Stock-Based Compensation
Exercised term					90 days
2022 Plan
Stock-Based Compensation
Common stock reserved for future issuance			3,722,827		3,722,827

Stock-Based Compensation - Equi

Stock-Based Compensation - Equity Incentive Plan Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Jun. 30, 2023 $ / shares shares
Number of Options Outstanding
Number of Options Outstanding, Beginning balance | shares	9,901,703
Number of Options Outstanding, Exercised | shares	(3,805,155)
Number of Options Outstanding, Forfeited and expired | shares	(373,551)
Number of Options Outstanding, Ending balance | shares	5,722,997	9,901,703
Number of Options Outstanding, Vested and expected to vest | shares	5,722,997
Number of Options Outstanding, Exercisable | shares	5,536,989
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Beginning balance | $ / shares	$ 0.72
Weighted- Average Exercise Price, Exercised | $ / shares	0.05
Weighted- Average Exercise Price, Forfeited and expired | $ / shares	2.19
Weighted- Average Exercise Price, Ending balance | $ / shares	1.05	$ 0.72
Weighted- Average Exercise Price, Vested and expected to vest | $ / shares	1.05
Weighted- Average Exercise Price, Exercisable | $ / shares	$ 0.96
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value
Weighted-Average Remaining Contractual Life (years)	3 years 2 months 26 days	4 years 4 months 24 days
Weighted-Average Remaining Contractual Life (years), Vested and expected to vest	3 years 2 months 26 days
Weighted-Average Remaining Contractual Life (years), Exercisable	3 years 18 days
Aggregate Intrinsic Value, Vested and expected to vest | $	$ 151
Aggregate Intrinsic Value, Exercisable | $	$ 151

Stock-Based Compensation - Eq_2

Stock-Based Compensation - Equity Incentive Plan RSU Activity (Details)	9 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Awards Outstanding
Number of Awards Outstanding, Beginning unvested balance | shares	4,560,645
Number of Awards Outstanding, Granted | shares	1,211,623
Number of Awards Outstanding, Vested | shares	(1,205,089)
Number of Awards Outstanding, Forfeited | shares	(1,858,752)
Number of Awards Outstanding, Ending unvested balance | shares	2,708,427
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Beginning unvested balance | $ / shares	$ 4
Weighted- Average Grant Date Fair Value, Granted | $ / shares	2.23
Weighted- Average Grant Date Fair Value, Vested | $ / shares	3.47
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares	3.48
Weighted- Average Grant Date Fair Value, Ending unvested balance | $ / shares	$ 3.08

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Stock-Based Compensation
Compensation expense	$ 2,007	$ 4,396	$ 8,617	$ 9,272
Research and development
Stock-Based Compensation
Compensation expense	240	1,154	2,859	1,886
Sales and marketing
Stock-Based Compensation
Compensation expense	138	245	745	581
General and administrative
Stock-Based Compensation
Compensation expense	$ 1,629	$ 2,997	$ 5,013	$ 6,805

Stock-Based Compensation - Othe

Stock-Based Compensation - Other Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	May 23, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized stock-based compensation		$ 2,600		$ 2,600
Number of shares forfeited				950,543
Weighted average period of recognition				9 months 10 days
Weighted- Average Grant Date Fair Value, Granted				$ 2.23
Stock-based compensation expenses recorded		2,007	$ 4,396	$ 8,617	$ 9,272
CyborgOps
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock shares issued (in Shares)	475,638
Stock-based compensation expenses recorded		$ 0	$ 300		$ 800
Equity awards outstanding to former employees of CyborgOps		0		0

Net Income (Loss) Per Share - C

Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income (loss), basic and diluted	$ (18,095)	$ (15,680)	$ (30,777)	$ 2,080
Less deemed dividend on down-round provision	(9,000)		(10,500)
Net income (loss) and comprehensive income (loss) attributable to common stockholders	(27,095)	(15,680)	(41,277)	2,080
Net income (loss) attributable to common stockholders, diluted	$ (27,095)	$ (15,680)	$ (41,277)	$ 2,080
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic	83,744,950	51,453,368	68,395,804	44,173,570
Add: Weighted average dilutive effect of stock options, RSUs and warrants				10,366,225
Weighted average shares outstanding - diluted	83,744,950	51,453,368	68,395,804	54,539,795
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (0.32)	$ (0.30)	$ (0.60)	$ 0.05
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (0.32)	$ (0.30)	$ (0.60)	$ 0.04

Net Income (Loss) Per Share - P

Net Income (Loss) Per Share - Potential Shares of Common Stock Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Net Income (Loss) Per Share
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	102,129,155	33,201,860	102,129,155	12,866,130
Stock options and RSUs
Net Income (Loss) Per Share
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	8,431,424	14,386,407	8,431,424	356,342
Convertible debt
Net Income (Loss) Per Share
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	39,840,000		39,840,000
Common stock warrants
Net Income (Loss) Per Share
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	53,857,731	18,815,453	53,857,731	12,509,788
Earnout Shares
Net Income (Loss) Per Share
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share			14,049,547	14,819,594

Related Party Transactions (Det

Related Party Transactions (Details) $ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Mar. 01, 2024 USD ($) $ / shares

Nov. 21, 2023 shares

Oct. 10, 2023 USD ($) $ / shares shares

Sep. 15, 2022 USD ($) shares

Mar. 31, 2024 USD ($) shares

Feb. 29, 2024 $ / shares

Jan. 31, 2024 USD ($) $ / shares shares

Nov. 30, 2023 $ / shares

Mar. 31, 2024 USD ($) shares

Mar. 31, 2024 USD ($) director $ / shares shares

Mar. 31, 2023 USD ($) $ / shares shares

Mar. 21, 2024 USD ($)

Jan. 29, 2024 USD ($) $ / shares

Jun. 30, 2023 USD ($)

Related Party Transactions

Common stock reserved for future issuance | shares

120,345,939

120,345,939

120,345,939

Equity investment received

$ 11,798

$ 1,100

Additional paid-in capital

$ 208,612

$ 208,612

$ 208,612

$ 190,031

Share based compensation arrangement by share based payment, granted | shares

1,211,623

Grant date fair value | $ / shares

$ 2.23

Number of directors to be appointed | director

2

Deemed dividend attributable to the anti-dilution provision

9,000

$ 10,500

January 2024 Notes | Securities Purchase Agreements

Related Party Transactions

Amount of note agreed to sell

$ 6,000

CA Notes

Related Party Transactions

Amount of note agreed to sell

$ 4,000

Subordinated Convertible Notes January 2024 [Member]

Related Party Transactions

Amount of note agreed to sell

$ 3,000

$ 3,000

3,000

Proceeds from Issuance of Subordinated Long-Term Debt

$ 7,000

Subordinated Convertible Notes January 2024 [Member] | Securities Purchase Agreements

Related Party Transactions

Amount of note agreed to sell

$ 6,000

Conversion price | $ / shares

$ 0.25

$ 0.25

March 2024 Convertible Note

Related Party Transactions

Common stock reserved for future issuance | shares

3,840,000

3,840,000

3,840,000

Related party | Director and the previous interim CEO | RSU

Related Party Transactions

Share based compensation arrangement by share based payment, granted | shares

1,200,000

Grant date fair value | $ / shares

$ 4.56

Related party | Remus Capital Series B II, L.P. | Subordinated Convertible Notes January 2024 [Member]

Related Party Transactions

Amount of note agreed to sell

$ 2,700

Conversion price | $ / shares

$ 0.25

Related party | Remus Capital Series B II, L.P. | March 2024 Convertible Note

Related Party Transactions

Amount of note agreed to sell

$ 960,000

Proceeds from Issuance of Subordinated Long-Term Debt

$ 960,000

Related party | Investor

Related Party Transactions

Equity investment received

$ 1,000

$ 1,000

Shares issued | shares

133,333

133,333

Related party | Presto CA LLC | October Purchase Agreement

Related Party Transactions

Common stock reserved for future issuance | shares

1,500,000

Aggregate purchase price

$ 3,000

Price per share | $ / shares

$ 2

Related party | Presto CA LLC | November Purchase Agreements

Related Party Transactions

Shares issued | shares

1,500,000

Adjustment against additional paid-in capital for anti-dilution provisions

$ 1,500

Price per share | $ / shares

$ 2

Revised price per share | $ / shares

$ 1

Related party | Presto CA LLC | CA Notes

Related Party Transactions

Amount of note agreed to sell

$ 4,000

Related party | Presto CA LLC | Subordinated Convertible Notes January 2024 [Member]

Related Party Transactions

Shares issued | shares

4,500,000

Adjustment against additional paid-in capital for anti-dilution provisions

$ 2,700

Price per share | $ / shares

$ 1

Revised price per share | $ / shares

$ 0.40

Related party | Presto CA LLC | February 2024 Subordinated Convertible Notes

Related Party Transactions

Price per share | $ / shares

$ 0.40

Revised price per share | $ / shares

$ 0.25

Related party | Presto CA LLC | March 2024 Convertible Note

Related Party Transactions

Shares issued | shares

4,500,000

Adjustment against additional paid-in capital for anti-dilution provisions

$ 700

Related party | Zaffran Special Opportunities LLC | November Purchase Agreements | Gupta

Related Party Transactions

Number of shares agreed to issue in exchange for the services | shares

750,000

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, $ in Thousands

9 Months Ended

Oct. 01, 2024

Jun. 07, 2024 USD ($)

May 22, 2024 USD ($)

May 20, 2024 USD ($) $ / shares shares

May 16, 2024 USD ($) item $ / shares

May 15, 2024 USD ($)

Apr. 24, 2024 shares

Apr. 16, 2024 $ / shares shares

Sep. 21, 2022 $ / shares

Mar. 31, 2024 USD ($) $ / shares shares

Mar. 31, 2023 USD ($)

May 31, 2024 $ / shares

May 19, 2024 $ / shares shares

Mar. 24, 2024 $ / shares

Mar. 14, 2024 shares

Mar. 04, 2024 $ / shares shares

Feb. 29, 2024 $ / shares shares

Jan. 29, 2024 USD ($) $ / shares shares

Nov. 21, 2023 $ / shares shares

Oct. 16, 2023 $ / shares shares

Subsequent event

Proceeds from the issuance of common stock | $

$ 11,798

$ 1,100

Shares available for future issuance | shares

120,345,939

Number of Awards Outstanding, Granted | shares

1,211,623

Grant date fair value

$ 2.23

First specified vesting period

Subsequent event

Stock price

$ 12

Percentage of shares vested

25%

Second specified vesting period

Subsequent event

Stock price

$ 15

Percentage of shares vested

25%

Third specified vesting period

Subsequent event

Stock price

$ 20

Percentage of shares vested

25%

Third Amendment Conversion Warrants

Subsequent event

Stock price

$ 0.40

$ 2

Shares available for future issuance | shares

24,000,000

15,000,000

6,000,000

3,000,000

Exercise price of warrants

$ 0.25

$ 1

$ 0.01

Fifth Amendment Conversion Warrants

Subsequent event

Stock price

$ 0.40

Shares available for future issuance | shares

8,517,278

5,323,298

Exercise price of warrants

$ 0.25

$ 0.01

October Purchase Agreement

Subsequent event

Stock price

$ 0.25

Subordinated Convertible Notes January 2024

Subsequent event

Amount of note agreed to sell | $

$ 3,000

Cash investment | $

$ 7,000

Subordinated Convertible Notes January 2024 | Related party | Remus Capital Series B II, L.P.

Subsequent event

Amount of note agreed to sell | $

$ 2,700

Conversion price

$ 0.25

Subsequent Event

Subsequent event

Proceeds received | $

$ 3,000

Subsequent Event | RSU | Personnel

Subsequent event

Number of Awards Outstanding, Granted | shares

1,511,000

Grant date fair value

$ 0.17

Subsequent Event | RSU | Personnel | First specified vesting period

Subsequent event

Percentage of shares vested

50%

Subsequent Event | RSU | Personnel | Second specified vesting period

Subsequent event

Percentage of shares vested

50%

Subsequent Event | RSU | Executive Officer | Third specified vesting period

Subsequent event

Percentage of shares vested

50%

Service period

5 years

Subsequent Event | RSU | CEO

Subsequent event

Number of Awards Outstanding, Granted | shares

300,000

Grant date fair value

$ 0.17

Subsequent Event | RSU | CEO | First specified vesting period

Subsequent event

Percentage of shares vested

50%

Subsequent Event | RSU | CEO | Second specified vesting period

Subsequent event

Percentage of shares vested

50%

Subsequent Event | Third Amendment Conversion Warrants

Subsequent event

Stock price

$ 0.14

$ 0.25

Shares available for future issuance | shares

42,857,123

24,000,000

Subsequent Event | Fifth Amendment Conversion Warrants

Subsequent event

Stock price

$ 0.14

$ 0.25

Shares available for future issuance | shares

15,209,425

8,517,278

Subsequent Event | May Offering

Subsequent event

Price per share

$ 0.14

Issuance of common stock (in shares) | shares

10,892,851

Proceeds from the issuance of common stock | $

$ 1,500

Subsequent Event | October Purchase Agreement

Subsequent event

Stock price

$ 0.14

$ 0.14

$ 0.25

Anti-dilutive shares | shares

9,428,571

Subsequent Event | November Purchasers

Subsequent event

Stock price

$ 0.25

Subsequent Event | Krishna Gupta | RSU | CEO

Subsequent event

Number of Awards Outstanding, Granted | shares

600,000

Subsequent Event | May Forbearance

Subsequent event

Minimum working capital to be raised | $

$ 3,000

$ 3,000

Minimum proceeds to be received | $

$ 2,500

Subsequent Event | May 2024 Convertible Note | Related party | Remus Capital Series B II, L.P.

Subsequent event

Amount of note agreed to sell | $

$ 1,500

Cash investment | $

$ 1,500

Interest rate (in percent)

7.50%

PIK interest rate in case of default (in percent)

12%

Number of common shares issuable upon conversion (in shares) | item

10,714,286

Conversion price

$ 0.14

Subsequent Event | Subordinated Convertible Notes January 2024

Subsequent event

Stock price

$ 0.14

$ 0.25

Shares available for future issuance | shares

28,285,715

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (18,095)	$ (15,680)	$ (30,777)	$ 2,080

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false