Ventoux CCM Acquisition Corp. (NASDAQ: VTAQ) (the “Company”)
announced today that its sponsors, Ventoux Acquisition Holdings LLC
and Chardan International Investments, LLC (the “Sponsors”), timely
deposited an aggregate of $1,725,000 (the “Extension Payment”),
representing $0.10 per public share, into the Company’s trust
account in order to extend the date by which the Company has to
consummate a business combination from March 30, 2022, to June 30,
2022.
The Sponsors loaned the Extension Payment to the
Company in exchange for promissory notes in the amount of
$1,150,000 and $575,000 to Ventoux Acquisition Holdings LLC and
Chardan International Investments, LLC, respectively. The loans
under the promissory notes are non-interest bearing and will be
repaid upon the consummation of a business combination. The
Company’s stockholders are not entitled to vote on or redeem their
shares in connection with such extension.
In addition, the Company and Presto have amended
the merger agreement to lower the minimum cash condition from $85
million to $65 million and extend the termination date of the
merger agreement to August 31, 2022.
As previously announced, on November 10, 2021,
the Company entered into a business combination agreement with
Presto, a leading provider of restaurant labor productivity
technologies, that will result in Presto becoming a publicly listed
company upon closing of the business combination.
About Ventoux CCM Acquisition Corp.
Ventoux is a special purpose acquisition company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. VTAQ
began trading on the Nasdaq on December 23, 2020 following its
initial public offering. Its shares of common stock, units,
warrants and rights trade under the ticker symbols VTAQ, VTAQU,
VTAQW, and VTAQR respectively. VTAQ is co-sponsored by Ventoux
Acquisition Holdings and an affiliate of Chardan Capital
International.
About Presto
Presto overlays next-gen digital solutions onto
the physical world. Presto’s enterprise-grade touch, vision, and
voice technologies help hospitality businesses thrive while
delighting guests. With over 250,000 systems shipped, Presto is one
of the largest labor automation technology providers in the
industry. Founded at M.I.T. in 2008, Presto is headquartered in
Silicon Valley, Calif. with customers including many of the top 20
restaurant chains in the U.S.
Additional Information and Where to Find It
In connection with the proposed business
combination involving Ventoux and Presto, Ventoux has filed a
registration statement, which includes a preliminary proxy
statement/prospectus, with the SEC. The proxy statement/prospectus
will be sent to stockholders of Ventoux. This press release is not
a substitute for the proxy statement/prospectus. INVESTORS AND
SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PRESTO, VENTOUX, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS. The documents filed or that will
be filed with the SEC relating to the proposed business combination
(when they are available) can be obtained free of charge from the
SEC’s website at www.sec.gov. These documents (when they are
available) can also be obtained free of charge from Ventoux upon
written request at Ventoux CCM Acquisition Corp., 1 East Putnam
Avenue, Floor 4, Greenwich, CT 06830.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and shall not constitute a proxy
statement or the solicitation of a proxy, consent or authorization
with respect to any securities in respect of the proposed business
combination and shall not constitute an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or
a solicitation of any vote of approval, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
This communication is not a solicitation of a
proxy from any investor or security holder. However, Ventoux,
Presto, and certain of their directors and executive officers may
be deemed to be participants in the solicitation of proxies in
connection with the proposed business combination under the rules
of the SEC. Information about Ventoux’s directors and executive
officers and their ownership of Ventoux’s securities is set forth
in filings with the SEC, including Ventoux’s annual report on Form
10-K filed with the SEC on February 23, 2022. To the extent that
holdings of Ventoux’s securities have changed since the amounts
included in Ventoux’s most recent annual report, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the
participants will also be included in the proxy
statement/prospectus, when it becomes available. When available,
these documents can be obtained free of charge from the sources
indicated above. Forward-Looking
Statements
This communication contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited
to, statements about future financial and operating results, plans,
objectives, expectations and intentions with respect to future
operations, products and services and expectations regarding the
proposed business combination between Presto and Ventoux; and other
statements identified by words such as “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of
similar meaning. Such forward-looking statements are based upon the
current beliefs and expectations of our management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.
In addition to factors previously disclosed or
that will be disclosed in Ventoux’s reports filed with the SEC and
those identified elsewhere in this communication, the following
factors, among others, could cause actual results and the timing of
events to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or could
otherwise cause the transactions contemplated therein to fail to
close; (2) the outcome of any legal proceedings that may be
instituted against Ventoux, Presto, the Company or others following
the announcement of the proposed business combination and any
definitive agreements with respect thereto; (3) the inability to
complete the proposed business combination due to the failure to
obtain approval of the stockholders of Ventoux or Presto; (4) the
inability of Presto to satisfy other conditions to closing; (5)
changes to the proposed structure of the proposed business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed business combination; (6) the
ability to meet stock exchange listing standards in connection with
and following the consummation of the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations of Presto as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the Company to grow and
manage growth profitably, grow its customer base, maintain
relationships with customers and suppliers and retain its
management and key employees; (9) the impact of the COVID-19
pandemic on the business of Presto and the Company (including the
effects of the ongoing global supply chain shortage); (10) Presto’s
limited operating history and history of net losses; (11) Presto’s
customer concentration and reliance on a limited number of key
technology providers and payment processors facilitating payments
to and by Presto’s customers; (12) costs related to proposed
business combination; (13) changes in applicable laws or
regulations; (14) the possibility that Presto or the Company may be
adversely affected by other economic, business, regulatory, and/or
competitive factors; (15) Presto’s estimates of expenses and
profitability; (16) the evolution of the markets in which Presto
competes; (17) the ability of Presto to implement its strategic
initiatives and continue to innovate its existing products; (18)
the ability of Presto to adhere to legal requirements with respect
to the protection of personal data and privacy laws; (19)
cybersecurity risks, data loss and other breaches of Presto’s
network security and the disclosure of personal information; and
(20) the risk of regulatory lawsuits or proceedings relating to
Presto’s products or services. Actual results, performance or
achievements may differ materially, and potentially adversely, from
any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be
no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue
reliance on forward-looking statements as a predictor of future
performance as projected financial information and other
information are based on estimates and assumptions that are
inherently subject to various significant risks, uncertainties and
other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in
the case of information about Ventoux and Presto or the date of
such information in the case of information from persons other than
Ventoux and Presto, and we disclaim any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this communication. Forecasts and
estimates regarding Presto’s industry and end markets are based on
sources we believe to be reliable, however there can be no
assurance these forecasts and estimates will prove accurate in
whole or in part. Annualized, pro forma, projected and estimated
numbers are used for illustrative purposes only, are not forecasts
and may not reflect actual results.
Contact
Brock Strasbourgerbrock@ventouxccm.com(970) 948-9787
Ventoux CCM Acquisition (NASDAQ:VTAQ)
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