UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.        )

Check the appropriate box:

Presto Automation Inc.
(Name of Registrant as Specified In Its Charter)

________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 6, 2023

To Our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2023 Annual Meeting of Stockholders of Presto Automation Inc. (the “Annual Meeting”) to be held on December 6, 2023 at 10:00 a.m. Pacific Time.  The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting.  You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRST2023 and entering the control number found on your proxy card, voting instruction form or notice you previously received.

The purpose of the Annual Meeting is to:

Only stockholders of record at the close of business on October 20, 2023 may vote at the Annual Meeting.  Each stockholder of record is entitled to one vote for each share of common stock held at that time.  During the Annual Meeting, any stockholder attending the Annual Meeting may access a list of the stockholders entitled to vote at the Annual Meeting at www.virtualshareholdermeeting.com/PRST2023 by following the instructions contained in the Proxy Statement.

Your vote is important to us.  Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly.  You may vote over the Internet, as well as by mail.  Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held December 6, 2023

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This Proxy Statement and the 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended June 30, 2023 are being made available on or about October 27, 2023 at www.proxyvote.com.

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By order of the Board of Directors,

/s/ Krishna Gupta                    
Krishna Gupta

Chairperson of the Board

October 27, 2023

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Table OF Contents

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PRESTO AUTOMATION INC.
958 INDUSTRIAL ROAD
SAN CARLOS, CA 94070

2023 PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors (the “Board”) of Presto Automation Inc. (“Presto,” the “Company,” “we” or “us”) is making this proxy statement (this “Proxy Statement”) available to you in connection with the solicitation of proxies for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”).  The Annual Meeting will be held virtually on December 6, 2023 at 10:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/PRST2023.  The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting.

At the Annual Meeting, our stockholders will:

Only stockholders of record at the close of business on October 20, 2023 (the “Record Date”) may vote at the Annual Meeting.

We are taking advantage of Securities and Exchange Commission (the “SEC”) rules that permit companies to furnish proxy materials to stockholders via the Internet.  As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”).  If you received a Notice by mail, you will not receive a printed copy of our proxy materials unless you specifically request one by following the instructions contained in the Notice.  The Notice instructs you on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Annual Report”), via the Internet, as well as how to vote online.  We are first making this Proxy Statement and accompanying materials available to our stockholders on or about October 27, 2023.

YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.

By submitting your proxy using any of the methods above, and as specified in the Notice, you authorize each of Xavier Casanova, our Chief Executive Officer, and Susan Shinoff, our General Counsel & Corporate Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions.  Either one of them may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I being provided with these materials?

We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, to be held on December 6, 2023, and at any postponements or adjournments of the Annual Meeting.  We have either (1) delivered to you a Notice and made such Notice, this Proxy Statement and the Annual Report (together, the “Proxy Materials”) available to you on the Internet or (2) delivered printed versions of the Proxy Materials, including a proxy card, to you by mail.

How can I attend and vote at the Annual Meeting?

To be admitted to the Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/PRST2023 using the 16-digit control number on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials for the Annual Meeting.  If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to submit questions or vote at the meeting.  We recommend you carefully review the procedures needed to gain admission in advance.

Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system.  We encourage you to access the Annual Meeting in advance of the designated start time.

Stockholders encountering difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the meeting may utilize technical support provided by the Company through Broadridge Financial Solutions, Inc.  Technical support information is provided on the login page for all stockholders beginning 15 minutes prior to the start of the Annual Meeting.  If you have difficulties accessing the virtual Annual Meeting during sign-in or during the meeting, please call the technical support number listed on the Annual Meeting login page.

Stockholders eligible to participate in the Annual Meeting may submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/PRST2023.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost.  We designed the format of the virtual Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at a physical, in-person meeting, and to enhance stockholder access, participation and communication through online tools.  We will be providing stockholders with the ability to submit appropriate questions in real time via the Annual Meeting website, limiting questions to one per stockholder unless time otherwise permits.  We will also make the list of the stockholders entitled to vote at the Annual Meeting available during the Annual Meeting.

How do I vote my shares without attending the Annual Meeting?

Stockholders of record.  You may vote by granting a proxy in the following ways:

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Stockholders with shares held in street name.  You may vote by submitting voting instructions to your bank, broker or other nominee.  In most instances, you will be able to do this on the Internet or by mail as indicated above.  Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

Internet voting facilities will close at 11:59 p.m., Eastern Time, on December 5, 2023 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than December 5, 2023.

What am I voting on at the Annual Meeting?

At the Annual Meeting, there are three proposals scheduled to be voted on:

Members of our management team and representatives of Moss Adams LLP are expected to be present at the Annual Meeting, where they will have an opportunity to make a statement if so desired and are expected to be available to respond to appropriate questions.

Who is entitled to vote?

Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting.  The only class of stock entitled to vote at the Annual Meeting is the Company’s common stock, par value $0.0001 per share (the “Common Stock”).  Each holder of Common Stock on the Record Date is entitled to one vote for each share of Common Stock held by such holder.  On the Record Date, there were 59,469,944 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a record holder and holding shares of Common Stock in street name?

A record holder holds shares in its name through Presto’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”).  A “beneficial owner,” or a person or entity that holds their or its shares in “street name,” holds shares in the name of a bank, broker or other nominee on that person or entity’s behalf.

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Am I entitled to vote if my shares are held in street name?

If your shares are held in street name, the Notice will be forwarded to you by your bank, broker or other nominee, along with a voting instruction card.  You may vote by directing your bank, broker or other nominee how to vote your shares.  In most instances, you will be able to do this over the Internet or by mail, as indicated above under “How do I vote my shares without attending the Annual Meeting?”

Under applicable rules, if you do not give instructions to your bank, broker or other nominee, it may vote on matters that are considered “routine,” but will not be permitted to vote your shares with respect to “non-routine” items.  The Ratification Proposal is a routine matter, but the Nominee Proposal and the 2022 Plan Restatement Proposal are considered to be non-routine matters, so your bank, broker or other nominee cannot vote your shares on either the Nominee Proposal or the 2022 Plan Restatement Proposal unless you provide voting instructions for such matter.  If you do not provide voting instructions on a non-routine matter, your shares will not be voted on that matter resulting in a “broker non-vote.”

As a street name holder, you may be required to obtain a proxy form from your bank, broker or other nominee to use at the Annual Meeting in order to vote your shares.  Please follow the instructions that you receive from your broker, bank, or other nominee and the instructions that you will receive via email after registering for the Annual Meeting, should you decide to vote during the virtual meeting.

How many shares must be present to hold the Annual Meeting?

In order for Presto to conduct the Annual Meeting, holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote, present by remote communication or represented by proxy, shall constitute a quorum at the Annual Meeting.  Abstentions and “broker non-votes” are counted as present or represented and entitled to vote for purposes of determining a quorum.

What does it mean if I receive more than one Notice or proxy card?

Receiving more than one Notice or proxy card generally means that you hold shares in more than one brokerage account.  To ensure that all of your shares are voted, please sign and return each proxy card, or, if you vote by Internet, vote once for each Notice or proxy card that you receive.

Can I revoke my proxy or change my vote after I submit my proxy?

Yes, you may revoke or change your vote after submitting your proxy card.

Stockholders of record.  Whether you have voted by Internet or mail, you may revoke your proxy or change your vote at any time before it is actually voted.  A record holder may revoke their or its proxy by:

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Stockholders with shares held in street name.  If you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other record holder and/or obtain from the record holder a proxy issued in your name.  Your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Who will count the votes?

The inspector of elections appointed for the Annual Meeting will tabulate and certify the votes.

What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote?

The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:

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Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting.  If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the persons named in the form of proxy card (the “proxy holders”) who you have authorized to represent you and vote your shares at the Annual Meeting will vote your shares in accordance with their best judgment.

Who will pay for the cost of the proxy solicitation?

We will pay the cost of soliciting proxies.  Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission.  Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners (i.e. shares held in street name) and will be reimbursed for their reasonable expenses.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Under our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes.  Only one class of directors is elected in each year and each class (except for those directors appointed prior to the Company’s first annual meeting of stockholders, or this year’s Annual Meeting) serves a three-year term.  Because the current Board was appointed prior to the Annual Meeting, the term length of each Class is for each Class I director, a term that expires at this Annual Meeting; for each Class II director, a term that expires at the Company’s 2024 annual meeting of stockholders; and, for each Class III director, a term that expires at the Company’s 2025 annual meeting of stockholders.

There are currently six directors serving on the Board and one vacancy.  Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class I director nominees, each for a three-year term expiring at the Company’s 2026 annual meeting of stockholders: Krishna K. Gupta, Keith Kravcik and Edward Scheetz.  In addition, pursuant to the terms of the Governance Agreement, described below, REMUS Capital designated Mr. Gupta for appointment and Cleveland Avenue designated Keith Kravcik for appointment to the Presto Board.  Action will be taken at the Annual Meeting for the election of these director nominees.

It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Krishna K. Gupta, Keith Kravcik and Edward Scheetz except where proxies bear contrary instructions.  In the event that these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2023

The following information describes the offices held and other business directorships of each director nominee.  Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below.

Krishna K. Gupta, 36, has served as Chairperson of the Presto Board since September 2022 and served as the Interim Chief Executive Officer of Presto from March 2023 to July 2023.  Mr. Gupta is the founder of REMUS Capital and Romulus Capital (collectively referred to herein as “REMUS Capital”), technology-focused venture capital firms he initially founded in 2008.  Mr. Gupta has been Co-Chairman of the board of Allurion Technologies, a weight loss technology platform which is listed on the NYSE as ALUR, since August 2023, having served as a director since January 2017.  Mr. Gupta also serves as a director on the boards of several privately-held companies, including: Ceres Imaging, which provides computer vision-analytics in agriculture; Cogito, which provides voice AI for large enterprises; Cohealo, Inc., which provides equipment sharing services for health systems; Spotta, which develops smart insect and pest monitoring solutions; and ZeroCater, which provides catering technology for enterprises.  Prior to REMUS Capital, Mr. Gupta held roles at McKinsey & Company, a management consulting firm, and JPMorgan, an investment banking firm, where he advised several Fortune 100 clients on tech M&A deals.  Mr. Gupta holds B.S. degrees in materials science and engineering, as well as in management sciences, both from the Massachusetts Institute of Technology.

We believe that Mr. Gupta is well qualified to serve as a director based on his experience investing in technology-enabled businesses.

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Keith Kravcik, 62, has served as a member of the Presto Board since September 2022.  Mr. Kravcik is currently the Chief Investment Officer of all of Cleveland Avenue’s various investment funds.  Mr. Kravcik has been at Cleveland Avenue since its inception in September 2015.  Prior to Cleveland Avenue, he served as the Chief Financial Officer of Ovation Brands (d/b/a Buffet Inc.), an operator of a number of American national buffet chain restaurants, from July 2013 to August 2015.  He previously served as Group Vice President, Controller and Corporate Officer of SUPERVALU Inc., an American wholesaler and retailer of grocery products, between April 2011 and June 2013, where he was the key strategic partner in developing financial and operational strategies to improve results, drive efficiencies and create shareholder value.  This effort culminated in Mr. Kravcik becoming the strategy and financial resource lead during the completion of the $3.3 billion sale of SUPERVALU Inc.’s underperforming retail grocery chains to a consortium led by Cerberus Capital Management, L.P.  Prior to SUPERVALU Inc, Mr. Kravcik spent 16 years at McDonald’s Corporation, where he held four progressively more senior executive management positions including being responsible for all of Worldwide Financial Reporting as well as Strategy and Corporate Development when McDonald’s acquired Chipotle.  He also served as CFO of McDonald’s Latin America where his strategies reversed losses by increasing sales over 100% in a three-year period. Lastly, Mr. Kravcik became the Corporate Vice President and Controller for McDonald’s USA, LLC., where he developed company-operated restaurant ownership and profit optimization plans which significantly improved operating margins and increased operating profits by $198mm in a three-year period.  Mr. Kravcik began his career at Ernst & Young where he worked his way up the audit ranks in the Chicago office during his eleven-year tenure.  Mr. Kravcik holds a Bachelor of Science in Accounting degree from DePaul University, and is a Certified Public Accountant.  He serves on multiple boards of directors for several companies within the Cleveland Avenue investment portfolio and also advises founders of entrepreneurial food and technology concepts.  Mr. Kravcik has also served as a Board member of the Illinois CPA Society Technical Accounting Committee as well as other not-for-profit organizations.

We believe that Mr. Kravcik is well qualified to serve as a director based on his financial expertise and experience in the food service industry.

Edward Scheetz, 58, has served as a member of the Presto Board since September 2022.  Previously, Mr. Scheetz served as VTAQ’s Chief Executive Officer and Chairman from August 2020 to September 2022.  He is also the co-founder, Chief Executive Officer and Chairman of Ventoux Acquisition Holdings LLC (“Ventoux Acquisition”), VTAQ’s co-sponsor.  From November 2016 to date, Mr. Scheetz has actively pursued a range of projects in the hospitality and real estate sectors.  In June 2018, Mr. Scheetz, with partners, acquired a mixed use hotel and condominium project in West Hollywood, CA.  In March 2020, he began the redevelopment and expansion of the project.  From 2013 until October 2016, Mr. Scheetz was Chief Executive Officer of Chelsea Hotels until the sale of that company.  In March, 2011, Mr. Scheetz founded and served as Chief Executive Officer of King & Grove Hotels until 2013 when King & Grove Hotels became Chelsea Hotels.  In 2005, Mr. Scheetz became Chief Executive Officer of Morgans Hotel Group Co. In 2006, he took Morgans public (NASDAQ: MHGC).  Morgans was the developer, owner and operator of such iconic hotel properties as the Delano and Shore Club in Miami, Mondrian in Los Angeles, Morgans, Royalton, Paramount and Hudson in New York, and Sanderson and St. Martin’s Lane in London.  In 1997, Mr. Scheetz co-founded NorthStar Capital Investment Corp. (“NCIC”).  While at NCIC, Mr. Scheetz co-founded real estate investment trust NorthStar Realty Finance Corp., which went public in 2004 (NYSE: NRF).  Mr. Scheetz continued to serve as Executive Chairman of NRF through 2007.  From 1993 until 1997, Mr. Scheetz was a partner at Apollo Management where he was the co-head of Apollo Real Estate Advisors and raised, invested and managed their first three real estate funds.  Prior to his work at Apollo, Mr. Scheetz was at The Trammell Crow Companies and Crow Family Ventures where he was involved with Wyndham Hotels, assisted the

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Chief Financial Officer in restructuring The Trammell Crow Companies, and was a Principal at Trammell Crow Ventures.  Mr. Scheetz graduated from Princeton University where he earned an A.B. in Economics.

We believe Mr. Scheetz is well qualified to serve as a director based on his extensive industry contacts and knowledge and financial, capital markets and transaction expertise.

Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Continuing Members of the Board of Directors

In addition to the directors nominated for election at the Annual Meeting, the following directors currently serve on our Board:

Class II, with a term expiring at the 2024 Annual Meeting of Stockholders:

Ilya Golubovich, 37, has served as a member of the Presto Board since September 2022.  Mr. Golubovich also serves a director on the board of ServiceTitan, Inc., a provider of vertical software solutions for field services businesses.  Mr. Golubovich was the Founding Partner of I2BF Global Ventures, a venture fund facilitating the advancement of the second wave of digital transformation, headquartered in New York City, and operated that business from 2007 to 2023, focusing on investment in vertical SaaS, deep tech, and new media.  Mr. Golubovich holds a B.S. in management science and engineering from Stanford University.

We believe that Mr. Golubovich well qualified to serve as a director based on his experience investing in software and technology companies.

Class III, with a term expiring at the 2025 Annual Meeting of Stockholders:

Scott Raskin, 61, has served as a member of the Presto Board since February 2023.  Mr. Raskin has served as the CEO of Worldly Holdings Inc. since July 2023.  Previously, Mr. Raskin served as President of Quotient Technology Inc., a digital media and promotions technology company, from 2019 to 2023 and served on its Board of Directors as Lead Independent Director and the Chair of the Compensation Committee from 2017 to 2019.  Mr. Raskin served as Chairman of the Board of Neology Inc., a provider of integrated, end-to-end solutions for tolling, electronic vehicle registration and public safety markets, from 2019 to 2022 and as Chairman of the Board of MariaDB Corporation, a new-generation cloud database company, from 2015 to 2022.  Mr. Raskin was previously President and Chief Executive Officer of Spigit, Inc., an innovation management software company, from 2016 to 2019.

We believe that Mr. Raskin is well qualified serve as a director based on his executive leadership positions and experience in the technology industry.

Gail Zauder, 65, has served as a member of the Presto Board since September 2022.  Ms. Zauder has over 35 years of experience as an investment banker specializing in M&A and financings in the consumer products, beauty, luxury goods and retail and apparel sectors.  She is also an experienced director and operating executive.  Since January 2002, Ms. Zauder has served as Managing Partner of Elixir Advisors LLC, a financial and strategic advisory firm she founded to focus on entrepreneur-led companies in the luxury goods, beauty, retail, apparel and consumer products sectors.  Ms. Zauder was the Chief Financial Officer of Urban Zen, Ms. Donna Karan’s luxury lifestyle brand and foundation, from

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May 2012 to December 2013 and the Chief Executive Officer of Soap & Glory Ltd, a global beauty products company, from July 2011 to February 2012 and from November 2012 until April 2014.  Ms. Zauder began her investment banking career in 1985 as a member of the Mergers & Acquisitions Group at The First Boston Corporation, and served in various senior leadership roles at Credit Suisse First Boston, its successor firm, until 2001, including as the Head of M&A for Retail and Apparel Investment Banking and the Worldwide Head of Luxury Goods Investment Banking.  Ms. Zauder has served as a director on numerous private company boards, including Clean Beauty Collaborative, a joint venture between Amyris Inc and Rosie Huntington-Whiteley for the Rose Inc. clean color cosmetics and skin care brand, since January 2022. Previously, she was a member of the boards of Kenneth Cole Productions, from December 2017 to October 2023, where she was the Chair of the Compensation Committee; Altuzarra LLC, a women’s luxury ready-to-wear and accessories company, from September 2013 to February 2021; Edun Apparel Ltd, an ethical apparel brand, from May 2009 to September 2018; and Allurion Technologies, a consumer-facing medical device company disrupting the treatment of obesity, from October 2017 to July 2021, where she served as Chair of the Audit Committee.  She joined the board of Soap & Glory in November 2008 and became Chairman in July 2009, serving in this capacity until November 2014 when the company was acquired by Alliance Boots.  She is also currently a director of the Gordon A. Rich Memorial Foundation and 122E82 Owners Corp, where she is the Treasurer.  Ms. Zauder holds a B.A. in urban environmental studies from Smith College and an M.B.A. from Yale University’s School of Management.

We believe Ms. Zauder is well qualified to serve as a director based on her executive leadership positions and financial and transaction experience.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Overview

The Board directs and oversees the management of the business and affairs of the Company and carries out its oversight responsibilities through meetings and actions of the Board and its four standing committees: the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”), the Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”), and the Strategic Finance Committee of the Board (the “Strategic Finance Committee”), each of which operate under a written charter.

The Company was originally incorporated in Delaware in 2019 under the name Ventoux CCM Acquisition Corp. (“VTAQ”) for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.  On December 30, 2020, VTAQ consummated its initial public offering (“IPO”), following which its securities began trading on the Nasdaq Stock Market.  On September 21, 2022 (the “Business Combination Closing”), VTAQ consummated the previously announced business combination with E La Carte, Inc. (“Legacy Presto”) pursuant to which, among other transactions, Ventoux Merger Sub I merged with and into Legacy Presto (the “First Merger”), with Legacy Presto surviving as a wholly-owned subsidiary of VTAQ (the “Surviving Corporation”), and, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II surviving as a wholly-owned subsidiary of VTAQ (the First Merger and Second Merger, together with the other transactions described in the Agreement and Plan of Merger, as amended on April 1, 2022 and July 25, 2022 (the “Merger Agreement”) by and among VTAQ, Ventoux Merger Sub I, Ventoux Merger Sub II, and Legacy Presto, the “Business Combination”).  In connection with the closing of the Business Combination, VTAQ changed its name to “Presto Automation Inc.” All references to VTAQ are to the Company prior to the Business Combination.

Prior to the Business Combination Closing, VTAQ’s board of directors consisted of eight members, including Edward Scheetz, Matthew MacDonald, Jonas Grossman, Woodrow H. Levin, Alex Weil, Julie Atkinson, Christian Ahrens, and Bernard Van der Lande.  Effective upon the Business Combination Closing, and in accordance with the terms of the Business Combination, each of VTAQ’s directors, other than Mr. Scheetz, resigned from their respective positions.

In connection with the Business Combination, the Company entered into a Governance Agreement with the REMUS Capital stockholders, Rajat Suri, our Founder and former Chief Executive Officer and director, Cleveland Avenue and I2BF Global Investments Ltd.  Pursuant to the Governance Agreement, for so long as the REMUS Capital stockholders and any of their affiliates hold, in the aggregate, not less than 5% of the outstanding voting securities of Presto, the REMUS Capital stockholders shall be entitled to nominate and require the Presto Board to include one Class I director in the slate of nominees recommended by the Presto Board; for so long as Mr. Suri and his affiliates hold, in the aggregate, not less 5% of the outstanding voting securities of Presto, he shall be entitled to nominate and require the Presto Board to include one Class II director in the slate of nominees recommended by the Presto Board; and for so long as Cleveland Avenue and its affiliates hold, in the aggregate, not less than 75% of the shares of Common Stock they held immediately following the Business Combination, Cleveland Avenue shall be entitled to nominate and require the Presto Board to include one Class I director in the slate of nominees recommended by the Presto Board.  Such designees are required to comply with the requirements of the Charter for, and related guidelines of, Presto’s nominating and governance committee.

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Pursuant to the Governance Agreement, the parties agreed that the initial Presto Board upon the completion of the Business Combination would consist of the following seven individuals: Edward Scheetz, Gail Zauder, Ilya Golubovich, Keith Kravcik, Kim Axel Lopdrup, Krishna K. Gupta and Rajat Suri, with Mr. Gupta serving as the Chairperson until the earlier of (i) such time as he is no longer a director of Presto and (ii) the next annual meeting of stockholders at which his class of directors is subject to reelection.  On February 6, 2023, Mr. Lopdrup resigned from the Presto Board and, on February 8, 2023, the Presto Board appointed Scott Raskin to replace him.  On March 21, 2023, the Presto Board accepted the resignation of Rajat Suri, Presto’s founder, as Chief Executive Officer and member of the Presto Board.

Director Independence and Independence Determinations

The Board has established guidelines (the “Corporate Governance Guidelines”) to assist it in making independence determinations for each director of our Board.  The Corporate Governance Guidelines define an “independent director” consistently with the definition provided under the corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”).  Under Nasdaq Rule 5605(a)(2), a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company.  Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements under applicable SEC rules and Nasdaq Rules.

It is the policy of the Board, upon the recommendation of the Nominating and Corporate Governance Committee, to make affirmative independence determinations for all directors at least annually in connection with the preparation of the Company’s proxy statement.  In making independence determinations, the Board will broadly consider all relevant facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2).

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence.  As a result of this review, the Board affirmatively determined that Mr. Golubovich, Mr. Gupta, Mr. Kravcik, Mr. Raskin, Mr. Scheetz and Ms. Zauder are independent within the meaning of the Nasdaq Rules, including with respect to their respective committee service.  The Board has determined that each member of the Audit Committee (Mr. Kravcik, Mr. Golubovich, Mr. Scheetz and Ms. Zauder) is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee (Ms. Zauder, Mr. Raskin and Mr. Scheetz) is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act.  Pursuant to the Nasdaq Rules, Mr. Gupta was not independent while serving as the Interim Chief Executive Officer, but such service on an interim basis did not disqualify him from being considered independent following such service, as the interim service did not last longer than one year.  Prior to his service as Interim Chief Executive Officer, our Board had determined that Mr. Gupta met the independence criteria under the Nasdaq rules, and our Board has determined that Mr. Gupta currently has no relationships that would disqualify him from being considered independent, other than his service as Interim Chief Executive Officer.  Accordingly, our Board determined that Mr. Gupta was again independent within the meaning of the Nasdaq rules following Mr. Casanova’s appointment as Chief Executive Officer in August 2023 when Mr. Gupta’s service as Interim Chief Executive Officer ceased.

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Board Structure

The Board retains the flexibility to determine whether the roles of Chairperson and CEO should be combined or separated based on what the Board believes is in the best interests of the Company at a given point in time.  The Board believes that this flexibility is in the best interests of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight.

Currently, the CEO position is separate from the Chairperson of the Board Position; Mr. Gupta serves as Chairperson, while Mr. Casanova serves as our CEO and does not serve on our Board.  We believe this structure is appropriate corporate governance for us at this time, as it best encourages the free and open dialogue of competing views and provides for strong checks and balances.  Additionally, the Chairperson’s attention to Board and committee matters allows the CEO to focus more specifically on overseeing the Company’s day-to-day operations as well as strategic opportunities and planning.

We also maintain the position of a lead director (“Lead Director”), which is held by one of our independent directors.  The Board believes that the responsibilities of the Lead Director help to ensure appropriate oversight of the Company’s management by the Board and optimal functioning of the Board.  The effectiveness of the Lead Director is also enhanced by the Board’s majority independence, as discussed above under “Director Independence.” Our Chairperson and Lead Director are appointed annually by the Board.

Mr. Scheetz currently serves as our Lead Director. The responsibilities of our Lead Director include, but are not limited to, the following (for more information, see the Corporate Governance Guidelines on the Investor Relations — Governance page of the Company’s website, https://presto.com):

Executive Sessions

The Board regularly meets in executive session without any members of management present.  Each of the standing committees of the Board also meets regularly in executive session without any

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members of management present.  Executive sessions of the Board are chaired by Mr. Gupta, our Chairperson.

Board Committees and Meetings

The following table summarizes the current membership of each of the standing committees of the Board.

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Following the Business Combination Closing on September 21, 2022 through June 30, 2023 (“fiscal 2023”), each of our committees was reconstituted and there were 18 meetings of the Board, sixmeetings of the Audit Committee, seven meetings of the Compensation Committee, four meetings of the Nominating and Corporate Governance Committee and one meeting of the Strategic Finance Committee. During fiscal 2023, no incumbent member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and committees on which such director served (held during the period that such director served).

Our Corporate Governance Guidelines, which we adopted following the Business Combination Closing, provide that all directors are expected to make best efforts to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders.  This Annual Meeting is the first held by the Company following the Business Combination Closing and the first held after each member of our current Board was appointed.

Audit Committee.  All members of the Audit Committee are “independent” in accordance with the Nasdaq Rules and rules of the SEC applicable to boards of directors in general and audit committee members in particular.  The Board has determined that each member of the Audit Committee (Mr. Kravcik, Mr. Golubovich, Mr. Scheetz and Ms. Zauder) is “financially literate” within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.  In addition, the Board has determined that each of Mr. Kravcik and Ms. Zauder qualify as an “Audit Committee financial expert” as defined by Item 407(d) of Regulation S-K, and therefore, also satisfy the “financial sophistication” requirement in accordance with Nasdaq Rule 5605(c)(2)(A).  The Board reached its conclusion as to Mr. Kravick’s and Ms. Zauder’s qualifications based on, among other things, their formal education and previous and current experience in financial and accounting roles.

The duties and responsibilities of the Audit Committee include:

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With respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance with the applicable SEC rules and regulations.

The Audit Committee operates pursuant to a charter adopted by the Board.  The Audit Committee Charter is available on the Investor Relations — Governance page of the Company’s website, https://presto.com.  The Audit Committee met six times during fiscal 2023.

Compensation Committee.  All members of the Compensation Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and compensation committees in particular.  In addition, at least two members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices, and meets regularly throughout the year to review and discuss, among other items, our compensation strategy, policies, plans, programs, and compliance with rules and best practices.  The Compensation Committee’s responsibilities include, among other things:

In fiscal 2023, the Compensation Committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its compensation consultant and advise on select executive

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compensation matters.  During 2023, Compensia assisted with the following services to inform the Committee’s decisions:

The Compensation Committee operates pursuant to a written charter adopted by the Board.  The Compensation Committee Charter is available on the Investor Relations — Governance page of the Company’s website, https://presto.com.  The Compensation Committee met seven times during fiscal 2023.

Nominating and Corporate Governance Committee.  All members of the Nominating and Corporate Governance Committee are “independent” in accordance with the Nasdaq Rules.  The duties and responsibilities of the Nominating and Corporate Governance Committee primarily include assisting the Board in its responsibilities with respect to, among other things:

In evaluating a person’s candidacy for membership on the Board, the Nominating and Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background, integrity and professionalism.  The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

In addition, the Nominating and Corporate Governance Committee and the Board include diversity of background, such as, but not limited to, age, gender, ethnic and racial background, and LGBTQ+ identification as one of several criteria that they consider in connection with selecting candidates for the Board.  While neither the Board nor the Nominating and Corporate Governance Committee has a formal diversity policy, one of many factors that the Board and the Nominating and Corporate Governance Committee consider is the importance to the Company of diversity in board composition.

The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise.  In the event that vacancies are anticipated or otherwise arise, the Nominating and Corporate Governance Committee

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considers potential director candidates, subject to any procedures and obligations under the Governance Agreement.  Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons.  The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and their suitability for service on our Board.

The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.  Any such recommendation should be submitted to the Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected.  Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, 958 Industrial Road, San Carlos, CA 94070.  All recommendations for nomination received by the Secretary that satisfy the requirements under the Bylaws relating to such director nominations will be presented to the Board for its consideration.  Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in the Bylaws.  These requirements are also described under the section entitled “Stockholder Proposals for the 2024 Annual Meeting of Stockholders.”

The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board.  The Nominating and Corporate Governance Committee Charter is available on the Investor Relations — Governance page of the Company’s website, https://presto.com.  The Nominating and Corporate Governance Committee met four times during fiscal 2023.

Strategic Finance Committee.  The Strategic Finance Committee’s responsibilities include, among other things, reviewing and evaluating analyses and recommendations of management regarding:

The Strategic Finance Committee met one time during fiscal 2023.

Board Diversity Matrix

The Nominating and Corporate Governance Committee and the Board seek director candidates with a broad diversity of knowledge, expertise and demonstrated experience in the areas that we believe

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are critical to our success, such as executive leadership; public board experience; financial, capital markets and transaction expertise; and knowledge of technology and the hospitality and restaurant sectors.  In considering each director nominee and our incumbent directors not up for re-election, the Nominating and Corporate Governance Committee and the Board evaluated each such person’s satisfaction of these qualifications, as well as traditional diversity factors such as age, gender, and racial diversity.  The tables below provide additional information regarding the diversity of our directors, in terms of age, gender and other self-identified characteristics.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

Corporate Governance Guidelines.  To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect to the Company’s business operations that are independent from management.  The Corporate Governance Guidelines set forth the practices regarding Board and committee composition, selection and performance evaluations; Board meetings; director qualifications and expectations, including with respect to continuing education obligations; and management succession planning, including for the CEO. The Corporate Governance Guidelines are available on the Investor Relations page of the Company’s website at https://investor.presto.com/corporate-governance/governance-overview.

Code of Business Conduct and Ethics.  We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and employees, including our CEO, CFO and other members of management.  The Code of Conduct sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior.  The Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. If the Company were ever to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. Amendments to the Code of Conduct must be approved by our Board and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.  The Code of Conduct is available on the Investor Relations — Corporate Governance page of the Company’s website, https://investor.presto.com/corporate-governance/governance-overview.

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Stockholder Communications with the Board

Stockholders may communicate with our Board, or to specific individual directors of the Board, including any then serving as Chairperson, Lead Director or Chairperson of the Audit, Compensation or Nominating and Corporate Governance Committees, or to the independent directors as a group, by addressing such communications to the Secretary, 958 Industrial Road, San Carlos, CA 94070.  The Secretary will forward such communications upon receipt as appropriate.

Hedging and Pledging Policy

Pursuant to the Company’s Compliance with United States Federal Securities Laws Regarding Insider Trading: Security Trading Policy (the “Insider Trading Policy”), all directors, officers and employees of the Company, together with its subsidiaries and affiliates reported on a consolidated basis, are prohibited from entering into hedging, monetization transactions or similar arrangements with respect to Company securities, holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Board’s Role in Risk Oversight

As part of our Board’s meetings, our Board assesses the risks faced by the Company in executing its business plans on an ongoing basis.  Such risks include financial, technological and cybersecurity exposures and competitive and operational risks and exposures. The Board reviews and assesses the steps management has taken or plans to take with respect to these exposures, both from a global perspective and on a jurisdiction-by-jurisdiction basis. The Board receives updates from management on the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks

Our Board dedicates time to review and consider the relevant risks that need to be addressed.  In addition to the full Board, the Audit Committee plays an important role in the oversight of the Company’s policies with respect to financial risk assessment and risk management.  In particular, the Audit Committee reviews and discusses with management any significant risks or exposures, including financial risk exposures, with respect to risk assessment and risk management and assesses any steps taken to monitor and control such risks.  The Compensation Committee is charged with reviewing our compensation policies and procedures to determine if they are likely to have a material adverse impact on the Company, and take such determinations into account in discharging its responsibilities.  The Nominating and Corporate Governance Committee is responsible for overseeing risk related to our governance processes.  In addition, the Board has allocated oversight of risks related to environmental, social and corporate governance (“ESG”) matters to the Nominating and Corporate Governance Committee, which periodically reviews as appropriate the Company’s ESG and sustainability strategies, initiatives, policies and practices. Each of the Board’s Committees reports its findings to the full Board for consideration.

Our Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposures, and our Board and its committees providing oversight in connection with those efforts and attempts to mitigate identified risks.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s common stock to file initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) with the SEC. Based solely on our review of copies of such reports and on written representations from our executive officers and directors, we

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believe that our executive officers and directors complied with all Section 16(a) filing requirements during our fiscal year ended June 30, 2023 except for the following: (i) one Form 3 for Mr. Casanova to report that Mr. Casanova was appointed as an executive officer on March 24, 2023, which was subsequently filed on June 21, 2023 and amended on October 24, 2023 in order to report 49,565 earn-out shares issued in connection with the Business Combination, (ii) one Form 4 for Mr. Casanova filed on July 21, 2023 in order to report a grant of 140,000 RSUs on May 10, 2023, (iii) one Form 4 for Mr. Healey filed on October 24, 2023 in order to report a grant of 33,750 RSUs granted on September 13, 2023, (iv) one Form 3 for Mr. Mbugua to report that Mr. Mbugua was appointed as an executive officer on March 17, 2023, which was subsequently filed on March 29, 2023, (v) one Form 4 for Mr. Mbugua filed on October 24, 2023 in order to report a grant of 50,000 RSUs granted on September 13, 2023, (vi) one Form 4 for Mr. Kravcik filed on February 16, 2023 in order to report a grant of 400,000 RSUs granted on February 7, 2023, (vii) one Form 4 for Mr. Golubovich filed on March 10, 2023 in order to report a grant of 34,916 RSUs granted on February 17, 2023, (viii) one Form 4 for Mr. Suri filed on October 26, 2023 in order to report the exercise of 10,000 stock options on July 28, 2023 and (ix) one Form 3 and two Form 4s that were filed on behalf of an entity affiliated with Cleveland Avenue, LLC to report that it was a ten-percent stockholder of the Company and to report subsequent changes in such stockholder’s ownership in the Company, respectively.

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee is solely responsible for the appointment, evaluation, compensation, retention, and, if appropriate, termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report of the Company’s financial statements.  The Audit Committee has selected Moss Adams LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2024.

Stockholder approval is not required to appoint Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2024.  Our Board believes, however, that submitting the appointment of Moss Adams LLP to the stockholders for ratification is a matter of good corporate governance.  If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm.  Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in our best interests.  The ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting.

Representatives of Moss Adams LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement as they desire and are expected to be available to respond to appropriate questions from stockholders.

Audit Fees

The following table sets forth the aggregate fees billed to us for the fiscal years ended June 30, 2023 and 2022 by Moss Adams LLP:

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Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm

The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm.  The Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm.  In addition, and pursuant to its charter and the Company’s Audit

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Committee Pre-Approval Policy, the Audit Committee annually reviews and pre-approves the audit services to be provided by Moss Adams LLP, and also reviews and pre-approves the engagement of Moss Adams LLP for the provision of other services during the year, including other audit and audit-related, tax and other permitted non-audit services.  For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly submit to the Audit Committee a detailed list of the specific audit, other audit and audit-related and permitted non-audit services for the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate.

Changes in Independent Registered Public Accounting Firm

As previously disclosed in the Current Report on Form 8-K filed with the SEC on November 2, 2022 (the “November 2, 2022 Form 8-K”), following the Business Combination Closing, the Audit Committee engaged Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2023 and approved the dismissal of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm on October 27, 2022, effective on the same day.  Prior to the Business Combination, Withum served as VTAQ’s independent registered public accounting firm and Moss Adams LLP served as Legacy Presto’s independent registered public accounting firm.

The reports of Withum on VTAQ’s financial statements as of December 31, 2021 and December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph regarding substantial doubt about VTAQ’s ability to continue as a going concern.

During VTAQ’s two audited fiscal years ended December 31, 2021 and December 31, 2020, and the subsequent interim period through October 27, 2022, there were no disagreements between VTAQ and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for such period.

During the years ended December 31, 2021 and 2020, and during the subsequent interim periods through October 27, 2022, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended) other than the material weakness in internal controls identified by management related to the classification of a portion of VTAQ’s Class A Common Stock in permanent equity rather than temporary equity, which resulted in the restatement of VTAQ’s consolidated financial statements for the year ended December 31, 2021 as set forth in VTAQ’s Form 10-K/A for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2021, and for the quarters ended March 31, 2021 and June 30, 2021, as set forth in VTAQ’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021, as filed with the SEC on December 6, 2021.

The Company provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above.  A copy of Withum’s letter, dated November 2, 2022, is attached as Exhibit 16.1 to the November 2, 2022 Form 8-K.

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OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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PROPOSAL 3 — APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2022 PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE AND TO AMEND THE EVERGREEN PROVISION

Overview

The Company is asking its stockholders to approve an amendment and restatement (the “Restatement”) of the Presto Automation Inc. 2022 Incentive Award Plan (the “2022 Plan”, which shall mean the 2022 Plan as amended and restated by the Restatement unless otherwise noted).  The 2022 Plan was adopted by our Board and approved by our stockholders and became effective on the date of the Business Combination Closing.  On October 24, 2023, upon the recommendation of the Compensation Committee, the Board approved the Restatement to the 2022 Plan to (a) increase the shares of Common Stock of the Company reserved for issuance under the 2022 Plan by an additional 2,000,000 shares, and (b) modify the current evergreen provision such that the number of shares reserved and available for issuance under the 2022 Plan will be cumulatively increased as of July 1, 2024 and every July 1 thereafter (as opposed to January 1 as currently provided in order to align the evergreen with the Company’s fiscal year), ending on and including July 1, 2033, by the lesser of (i) five percent (5%) (as opposed to one percent (1%) as currently provided) of the number of shares issued and outstanding on the immediately preceding June 30 or (ii) such smaller number of shares as determined by the Board or the Compensation Committee. If the Restatement is approved by our stockholders, the Plan will remain in effect, subject to the right of the Board to amend or terminate the 2022 Plan at any time pursuant to its terms, until the tenth anniversary of the date stockholder approval is obtained.

The Board has determined that it is in the best interests of the Company and its stockholders to approve this Restatement.  The Board has approved the Restatement, subject to stockholder approval, and recommends that stockholders vote in favor of this proposal at the Annual Meeting.  Approval of the Restatement by our stockholders is required, among other things, to comply with Nasdaq rules requiring stockholder approval of equity compensation plans and to allow the grant of incentive stock options under the 2022 Plan.

If the Restatement is not approved by our stockholders, it will not become effective and the 2022 Plan will continue under its current terms, including, without limitation, the 2022 Plan’s current evergreen provision.  The 2022 Plan is described in more detail below.  This summary is qualified in its entirety by reference to the complete text of the 2022 Plan, as amended and restated, a copy of which is attached to this Proxy Statement as Appendix A.

If the Restatement is approved by stockholder, the Company will file a Registration Statement on Form S-8 with the SEC with respect to the shares of the Common Stock to be registered pursuant to the amended and restated 2022 Plan as soon as reasonably practicable following stockholder approval.

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Reasons to Approve the Restatement

The purpose of the 2022 Plan is to provide a means through which the Company may attract and retain key personnel and to provide a means whereby certain directors, officers, employees, consultants and advisors of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders.  We consider equity compensation to be a vital element of our compensation program and believe that the ability to grant stock awards at competitive levels is in the best interest of us and our stockholders.  Because of this, our Board believes the 2022 Plan

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is critical in enabling us to grant stock awards as an incentive and retention tool as we continue to compete for talent.  Accordingly, we are requesting stockholders to approve the Restatement as described above so that we may continue to properly incentivize our officers, employees, non-employee directors and consultants to foster Presto’s future growth.

As of October 20, 2023, approximately 924,989 shares of Common Stock remained available for the grant of new awards under the 2022 Plan.  Our Board believes that additional shares are necessary to meet the Company’s anticipated equity compensation needs.  

Description of the 2022 Plan

Set forth below is a summary of the material features of the 2022 Plan.  As of October 20, 2023, the closing price per share of Common Stock on Nasdaq of Presto was $1.55.  Based upon a price per share of $1.55, the maximum aggregate market value of the Common Stock of Presto that could be issued under the 2022 Plan as of the date hereof (inclusive of shares of Common Stock underlying awards that have already been granted), without taking into account any increase in our share reserve pursuant to the Restatement, is approximately $7,951,060.

Administration.  The Compensation Committee administers the 2022 Plan.  The Compensation Committee generally has the authority to designate participants, determine the type or types of awards to be granted to a participant, determine the terms and conditions of any agreements evidencing any awards granted under the 2022 Plan, accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards and to adopt, alter and repeal rules, guidelines and practices relating to the 2022 Plan.  The Compensation Committee has full discretion to administer and interpret the 2022 Plan and to make any other determinations and/or take any other action that it deems necessary or desirable for the administration of the 2022 Plan, and any such determinations or actions taken by the Compensation Committee shall be final, conclusive and binding upon all persons and entities.  The Compensation Committee may delegate to one or more officers of Presto or any affiliate the authority to act on behalf of the Compensation Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Compensation Committee in the 2022 Plan and that may be so delegated as a matter of law, except for grants of awards to persons subject to Section 16 of the Exchange Act.

Eligibility.  As of October 19, 2023, approximately 158 employees, ten consultants, and all six of our non-employee directors are eligible to participate in the 2022 Plan.

Number of Shares Authorized.  As of October 20, 2023, prior to the Restatement, there were 924,989 shares of Common Stock available for issuance under the 2022 Plan (including shares underlying outstanding awards), plus, subject to a 4,500,000 share maximum, shares that may be issued in respect of certain rights to participate in an earnout that could be forfeited due to a termination of employment).

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The Restatement provides that an additional 2,000,000 Shares will become available for issuance under the 2022 Plan.  

Prior to the Restatement, the number of shares reserved for issuance under the 2022 Plan will increase automatically on January 1 of each of 2023 through 2032 by the number of shares equal to the lesser of (i) one percent (1%) of the total number of outstanding shares (rounded down to the nearest whole share) of Common Stock as of the immediately preceding December 31, or (ii) a number as may be determined by the Presto Board.

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The Restatement provides that the number of shares reserved for issuance under the 2022 Plan will increase automatically on July 1 of each of 2024 through 2032 by the number of shares equal to the lesser of (i) five percent (5%) of the total number of outstanding shares (rounded down to the nearest whole share) of Common Stock as of the immediately preceding June 30, or (ii) a number as may be determined by the Presto Board

Notwithstanding anything to the contrary in the 2022 Plan, no more than 23,087,000 shares of Common Stock may be issued pursuant to the exercise of incentive stock options (“ISOs”) under the 2022 Plan.

Shares of Common Stock underlying awards under the 2022 Plan that are forfeited, canceled, expire unexercised or are settled in cash will be available again for new awards under the 2022 Plan.  If there is any change in our corporate capitalization, the Compensation Committee in its sole discretion may make substitutions or adjustments to the number of shares of Common Stock reserved for issuance under the 2022 Plan, the number of shares of Common Stock covered by awards then outstanding under the 2022 Plan, the limitations on awards under the 2022 Plan, the exercise price of outstanding options and such other equitable substitutions or adjustments as it may determine appropriate.

Awards Available for Grant.  The Compensation Committee may grant awards of nonqualified stock options, ISOs, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), other stock-based awards, other cash-based awards, dividend equivalents, and/or performance compensation awards or any combination of the foregoing.

Stock Options and SARs.  Stock options provide for the purchase of shares of Common Stock in the future at an exercise price set on the grant date.  ISOs, in contrast to non-qualified stock options (“NSOs”), may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code of 1986, as amended (the “Code”), are satisfied.  SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares of Common Stock subject to the award between the grant date and the exercise date.  The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share of Common Stock on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction.  The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

As of October 27, 2023, no stock options or SARs have been granted under the 2022 Plan.

Restricted Stock.  Restricted stock is an award of nontransferable shares of Common Stock that are subject to certain vesting conditions and other restrictions.

RSUs.  RSUs are contractual promises to deliver shares of Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of Common Stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights).  The Compensation Committee may provide that the delivery of the shares of Common Stock underlying RSUs will be deferred on a mandatory basis or at the election of the participant.  The terms and conditions applicable to RSUs will be determined by the Compensation Committee, subject to the conditions and limitations contained in the 2022 Plan.

Other Stock or Cash-Based Awards.  Other stock or cash-based awards are awards of cash, fully vested shares of Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of Common Stock.  Other stock or cash-based awards may be granted to participants and

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may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

Dividend Equivalents.  Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of Common Stock and may be granted alone or in tandem with awards other than stock options or SARs.  Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the Compensation Committee.

Performance Awards.  Performance awards granted pursuant to the 2022 Plan may be in the form of a cash bonus, or an award of performance shares or performance units denominated in shares of Common Stock, that may be settled in cash, property or by issuance of those shares subject to the satisfaction or achievement of specified performance conditions.

Transferability.  Each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative, and may not be otherwise assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.  The Compensation Committee, however, may permit awards (other than ISOs) to be transferred to family members, a trust for the benefit of such family members, a partnership or limited liability company whose partners or stockholders are the participant and his or her family members or anyone else approved by it.

Amendment and Termination; Repricing.  In general, our Board may amend, alter, suspend, discontinue or terminate the 2022 Plan at any time.  However, stockholder approval to amend the 2022 Plan may be necessary if the law or the 2022 Plan so requires.  No amendment, alteration, suspension, discontinuance or termination will impair the rights of any participant or recipient of any award without the consent of the participant or recipient.  Stockholder approval will not be required for any amendment that reduces the exercise price of any stock option or SAR, or cancels any stock option or SAR that has an exercise price that is greater than the then-current fair market value of shares of Common Stock in exchange for cash, other awards or stock options or SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs.

Adjustments; Corporate Transactions.  In the event of certain capitalization events or corporate transactions (as set forth in the 2022 Plan), including the consummation of a merger or consolidation of Presto with another corporation, the Compensation Committee may adjust the number of shares of Common Stock or other securities of Presto (or number and kind of other securities or other property) subject to an award, the exercise or strike price of an award, or any applicable performance measure, and may provide for the substitution or assumption of outstanding awards in a manner that substantially preserves the terms of such awards, the acceleration of the exercisability or lapse of restrictions applicable to outstanding awards and the cancellation of outstanding awards in exchange for the consideration received by stockholders of Presto in connection with such transaction.

Clawback.  The 2022 Plan and all awards will be subject to any compensation recovery and/or recoupment policy adopted by the Company to comply with applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, as such policies may be amended from time to time.

Summary of U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal U.S. federal income tax consequences related to awards under the Incentive Plan applicable to U.S. participants. This summary

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deals with the general federal income tax principles that apply (based upon provisions of the Code and the applicable treasury regulations issued thereunder, as well as judicial and administrative interpretations under the Code and treasury regulations, all as in effect as of the date of this proxy statement, and all of which are subject to change (possibly on a retroactive basis) or different interpretation) and is provided only for general information. Other kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Non-Qualified Stock Options. If a participant is granted a NSO under the 2022 Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares of Common Stock acquired on the date of exercise, less the exercise price paid for the shares of Common Stock. The participant’s basis in the shares of Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares of Common Stock generally will be the fair market value of the Common Stock on the date the participant exercises such option. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction, subject to applicable limitations, at the same time and for the same amount as the participant recognizes as ordinary income. Any subsequent gain or loss generally will be taxable as a long-term or short-term capital gain or loss for which we generally should not be entitled to a deduction.

Incentive Stock Options.  A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of Common Stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. The federal alternative minimum tax may produce significant tax repercussions depending upon the participant’s particular tax status.

If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the shares of Common Stock will be treated as a long-term capital gain or loss, and we will not be entitled to any corresponding deduction. If the holding period requirements are not met, the ISO will be treated as a nonqualified stock option, and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares of Common Stock on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. In addition, to the extent that the fair market value (determined as of the date of grant) of the shares of Common Stock with respect to which a participant’s ISOs are exercisable for the first time during any year exceeds $100,000, the ISOs for the shares over $100,000 will be treated as nonqualified stock options, and not ISOs, for federal tax purposes, and the participant will recognize income as if the ISOs were actually nonqualified stock options. We are not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

SARs. Generally, a participant will recognize ordinary income upon the receipt of payment pursuant to SARs in an amount equal to the aggregate amount of cash and the fair market value of any shares of Common Stock received. Subject to applicable limitations, we or our subsidiaries or affiliates generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

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Restricted Stock. A participant should not have taxable income on the grant of unvested restricted stock, nor will we or our subsidiaries or affiliates then be entitled to any deduction, unless the participant makes a valid election under Section 83(b) of the Code (discussed below). However, when restrictions on shares of restricted stock lapse, such that the shares of Common Stock are no longer subject to a substantial risk of forfeiture, the participant generally will recognize ordinary income, and we or our subsidiaries or affiliates generally will be entitled to a corresponding deduction, subject to applicable limitations, in an amount equal to the difference between the fair market value of the shares of Common Stock at the date such restrictions lapse and the purchase price, if any, paid for the restricted stock.

If the participant makes a valid election under Section 83(b) of the Code with respect to restricted stock, the participant generally will recognize ordinary income at the date of issuance of the restricted stock in an amount equal to the difference, if any, between the fair market value of the shares of Common Stock on that date and the purchase price, if any, paid for the restricted stock, and we or our subsidiaries or affiliates generally will be entitled to a deduction for the same amount, subject to applicable limitations.

RSUs.  A participant generally will not recognize taxable income at the time of the grant of RSUs, and neither we nor our subsidiaries or affiliates will be entitled to a deduction at that time. When a RSU is paid, whether in cash or shares of Common Stock, the participant will have ordinary income equal to the fair market value of the shares of Common Stock delivered or the cash paid, and we or our subsidiaries or affiliates generally will be entitled to a corresponding deduction, subject to applicable limitations.

Other Stock-Based Awards; Other Cash-Based Awards; Dividend Equivalents.  Generally, the granting of other stock-based awards, other cash-based awards, or dividend equivalent rights should not result in the recognition of taxable income by the recipient or a tax deduction by us, our subsidiaries, or our affiliates. The payment or settlement of other stock-based awards, other cash-based awards, or dividend equivalent rights generally should result in immediate recognition of taxable ordinary income by the recipient, equal to the amount of any cash paid (before applicable tax withholding) or the then-current fair market value of any Common Stock received, and a corresponding tax deduction by us, subject to applicable limitations. If the shares of Common Stock covered by the award are not transferable and subject to a substantial risk of forfeiture, the tax consequences to the participant and to us generally will be similar to the tax consequences of restricted stock awards, as described above. If any other stock-based award consists of unrestricted shares, the recipient of those shares generally will immediately recognize as taxable ordinary income the fair market value of those shares on the date of the award, and we generally will be entitled to a corresponding tax deduction, subject to applicable limitations.

Federal Tax Withholding. Any ordinary income realized by a participant who is an employee upon the granting, vesting, exercise, or conversion of an award under the 2022 Plan, as applicable, is subject to withholding of federal, state, and local income taxes and to withholding of the participant’s share of tax under the Federal Insurance Contribution Act and the Federal Unemployment Tax Act. To satisfy our federal income tax withholding requirements, we (or, if applicable, any of our subsidiaries or affiliates) will have the right to require, as a condition to delivery of any certificate for shares of Common Stock or the registration of the shares in the participant’s name, that the participant remit to us an amount sufficient to satisfy the withholding requirements. Alternatively, we may withhold a portion of the shares (valued at fair market value) that otherwise would be issued to the participant to satisfy all or part of the withholding tax obligations or may, if we consent, accept delivery of shares with an aggregate fair market value that equals or exceeds the required tax withholding amount. Withholding does not represent an increase in the participant’s total income tax obligation because it is fully credited toward his or her tax liability for the year. Additionally, withholding does not affect the participant’s tax basis in the shares. Compensation income realized and tax withheld will be reflected on Forms W-2 supplied by us to employees no later than January 31 of the following year. Deferred compensation that is subject to Section 409A of the Code

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(discussed below) will also be subject to certain federal income tax withholding and reporting requirements.

Parachute Payments.  If an individual’s rights under the 2022 Plan are accelerated as a result of a change in control and the individual is a “disqualified individual” under Section 280G of the Code, the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% federal excise tax (in addition to federal income and employment taxes, if applicable) payable by the individual on the value of such accelerated rights and (ii) the loss by us of a compensation deduction.

Section 409A of the Code.  Certain types of awards under the 2022 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the 2022 Plan and awards granted under the 2022 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Treasury Regulations and other authoritative guidance that may be issued under Section 409A of the Code. To the extent determined necessary and appropriate by the Compensation Committee, the 2022 Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

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New Plan Benefits

The 2022 Plan does not provide for set benefits or amounts of awards and we have not approved any stock awards that are conditioned on stockholder approval of the 2022 Plan.  All future awards to executive officers, employees and consultants under the 2022 Plan are discretionary and cannot be determined at this time.  The following table sets forth information with respect to the number of outstanding restricted stock awards that have been granted to the named executive officers and the specified groups set forth below under the 2022 Plan as of October 20, 2023. On October 20, 2023, the closing price of the underlying shares of our common stock traded on Nasdaq was $1.55 per share.

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OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF THE 2022 PLAN.

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AUDIT COMMITTEE REPORT

The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq Rules.  The Audit Committee operates pursuant to a written charter adopted by the Board.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance.  Management of the Company has the primary responsibility for the Company’s financial reporting processes, principles and internal controls as well as the preparation of its financial statements.  The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.  In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company’s internal control over financial reporting.

The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended June 30, 2023 with management and the independent registered public accounting firm.  The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”).  In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended June 30, 2023 for filing with the SEC.

Submitted by the Audit Committee of the Company’s Board.

Keith Kravcik, Chair
Ilya Golubovich
Edward Scheetz
Gail Zauder

The foregoing Audit Committee Report shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the SEC under the Securities Act or the Exchange Act.

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EXECUTIVE OFFICERS

The following table sets forth the name, age and position(s) of each of our executive officers.  The ages of the executive officers of Presto indicated in this section are as of October 27, 2023. Our executive officers are appointed by, and serve at the discretion of, our Board.  There are no family relationships among our directors and executive officers.  Our executive officers who are not also directors, as well as certain officers, are listed below.

Xavier Casanova has served as the Chief Executive Officer since August 2023 and previously served as Chief Operating Officer of Presto from March 2023 to July 2023.  Prior to being appointed as Chief Executive Officer, Mr. Casanova served as Chief Product Officer of Presto from July 2022 to March 2023.  Prior to joining Presto, Mr. Casanova was Founder and Chief Executive Officer of Liveclicker, Inc., a provider of real-time personalization solutions for business to consumer marketers, from January 2008 until the company’s acquisition by the Campaign Monitor Pty. Ltd. (the CM Group) in July 2018.  He continued to serve as the General Manager of the Liveclicker business segment until October 2019.  Mr. Casanova has founded other technology driven start-up companies, such as Wambo and Everystep.  Mr. Casanova holds a B.S. in Math and Computer Science from École Polytechnique and a Master of Science in Electrical Engineering from Stanford University.

William (Bill) Healey has served as Chief Technology Officer of Presto since September 2014, having previously served as Lead Software Architect from August 2013 to September 2014 and as Engineering Lead from October 2011 to August 2013.  Prior to joining Presto, Mr. Healey worked on P2P protocols and wireless WAN as a Software Development Engineer at Microsoft Corporation.  Mr. Healey holds an M.S. in computer engineering and computer science from University of Illinois Urbana-Champaign.

Nathan Cook has served as the Interim Chief Financial Officer of Presto since October 2023 and is a Senior Managing Director at Teneo Capital LLC, a global advisory firm, a position he has held since January 2023, where he provides accounting and financial consulting services.  From February 2018 to December 2022, Mr. Cook was a Senior Managing Director at EY-Parthenon, the global strategy consulting arm of Ernst & Young, where he led the U.S. West Coast Restructuring practice, Co-Led the Americas’ Reshaping Results Consumer Products team, and led the U.S. Chief Restructuring Officer practice.  From 2015 to 2018, Mr. Cook was Founder and CEO of Red Rock Capital Partners, LLC, a corporate turnaround and management consulting firm.  From 2001 to 2015, Mr. Cook was a Managing Director of AlixPartners, where he led the firm’s interim CFO practice in the U.S. Mr. Cook has served as Interim Chief Financial Officer at numerous companies during the course of his career.  Mr. Cook holds an MBA from the University of California, Los Angeles and a Bachelor of Business Administration from the University of Michigan.

Stanley Mbugua has served as the Chief Accounting Officer of Presto since March 2023 and as the Interim Chief Financial Officer from August 2023 to October 2023.  From September 2021 to March 2023, Mr. Mbugua served as Chief Accounting Officer at Skillz Inc., a mobile eSports platform.  Mr. Mbugua served as Group Vice President and Chief Accounting Officer of Rimini Street, Inc., a software company delivering third-party enterprise software support for Oracle, SAP, JD Edwards, PeopleSoft, Siebel, and other applications, from 2017 to 2021.  From 2015 to 2017, Mr. Mbugua served as Senior

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Director and Corporate Controller at Lattice Semiconductor Corp., a manufacturer of high-performance programmable logic devices.  Mr. Mbugua is a Certified Public Accountant and has a Bachelor’s degree from the University of Nairobi.

Justin Foster has served as the Chief Revenue Officer of Presto since October 2023, having previously served as the Senior Vice President of Sales from September 2022 to October 2023. Prior to joining Presto, Mr. Foster founded and served as the Chief Executive Officer of Everystep from December 2020 to April 2022. From August 2008 to July 2019, Mr. Foster co-founded and served as the Chief Revenue Officer of Liveclicker. Mr. Foster holds a Bachelor of Business Administration from Pacific Lutheran University.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information with respect to the beneficial ownership of our Common Stock as of October 20, 2023, the Record Date, for:

As of October 20, 2023 there were 59,469,944 shares of our Common Stock outstanding.  Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them:

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities.  Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.  A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.  Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.  Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

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(“Romulus II”), for which Mr. Gupta is one of two managing members of Romulus Capital II GP, LLC (the “Romulus GP”), the general partner of Romulus II, through which Mr. Gupta exercises joint voting and dispositive control of the Common Stock held by Romulus II; (iv) 8,225,642 shares of Common Stock held of record by Romulus Capital III, L.P. (“Romulus III”), for which Mr. Gupta is one of two managing members of Romulus GP, which is the general partner of Romulus III, through which Mr. Gupta exercises joint voting and dispositive control of the Common Stock held by Romulus III; (v) 159,209 shares of Common Stock held of record by Romulus ELC B3 Special Opportunity, L.P. (“Romulus Special Opportunity”), for which Mr. Gupta is one of two managing members of Romulus GP, which is the general partner of Romulus Special Opportunity, through which Mr. Gupta exercises joint voting and dispositive control of the Common Stock held by Romulus Special Opportunity; and (vi) 638,076 shares of Common Stock held of record by Zaffran Special Opportunities LLC, for which Mr. Gupta is the sole general partner.

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for the executive officers of Presto who were “named executive officers,” or NEOs, for fiscal 2023.  This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.  Actual compensation programs that we adopt may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure for our principal executive officer and our two other most highly compensated executive officers, referred to herein as our NEOs.

Introduction

The primary objectives of our executive compensation programs are to attract, motivate and retain high quality leadership to effectively manage and lead our Company. Our programs are designed to incentivize our executive officers to achieve performance goals over the short-term and long-term and to also align the interests of our executive officers with those of our stockholders.  Our NEOs for the fiscal year ended June 30, 2023, were:

Summary Compensation Table

The following table presents compensation awarded to, earned by and paid to the NEOs for the fiscal years ended June 30, 2023 and 2022.

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Narrative Disclosure to Summary Compensation Table

The following describes the material elements of our compensation program for fiscal 2023 as applicable to the NEOs and reflected in the Summary Compensation Table above.

Cash Compensation

Base Salary

Base salaries are generally set at levels deemed necessary to attract and retain our executives.  We provide each NEO with a base salary commensurate with the services that the executive officer performs for us.  This compensation component constitutes a stable element of compensation while other compensation elements may be variable.  Base salaries are generally reviewed annually and may be adjusted based on any number of factors at the discretion of the Compensation Committee, including the individual performance of the NEO, Company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data.

For fiscal 2023, Mr. Suri’s annual base salary was $250,000, Mr. Gupta’s annual base salary was $400,000, which was prorated to $154,064 based on the time that he served as Interim Chief Executive Officer. Mr. Casanova’s annual base salary was $340,000, with retroactive effect to March 24, 2023 in connection with his promotion to Chief Operating Officer, and prior to that, his annual base salary was $300,000. Mr. Mosher’s annual base salary was $350,000, with retroactive effect to March 24, 2023 in connection with his promotion to President, and prior to that his annual base salary was $253,000.

For fiscal 2022, Mr. Suri’s annual base salary was $250,000, Mr. Gupta did not receive any base salary because he did not serve as an executive officer, Mr. Casanova’s base salary is not reported because he did not serve as an executive officer, and Mr. Mosher’s annual base salary was $230,000, which was increased to $253,000 on March 15, 2022.

Annual Incentive Awards

In addition to base salaries, the NEOs may receive discretionary annual bonuses, guaranteed and/or retention bonuses in the discretion of the Compensation Committee.

For fiscal 2023, Mr. Casanova received annual incentive compensation payments consisting of $40,650 for his service as the Company’s Chief Operating Officer, which was targeted at 50% of his base salary for the period from March 24, 2023 through June 30, 2023, and received annual incentive

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compensation payments of $68,210 for his service as the Company’s Chief Product Officer, representing the prorated amount of the $100,000 bonus amount payable pursuant to his offer letter dated July 15, 2022 for his service from July 18, 2022 through March 24, 2023. Mr. Casanova’s incentive compensation payments were based on the achievement of specific technology targets as well as expense reduction and operational efficiency targets, which were achieved in full, resulting in a 100% bonus payout to Mr. Casanova for fiscal 2023.

For fiscal 2023, Mr. Mosher received commission-based annual incentive payments of $164,050 and incentive compensation payments of $48,976, which was targeted at 77% of his base salary for the period from March 24, 2023 through June 30, 2023. Mr. Mosher’s incentive compensation payments were based on achieving a specific sales target related to existing and new customers as well as expense reduction and operational efficiency targets, which were achieved in full, resulting in a 100% bonus payout to Mr. Mosher for fiscal 2023.

Employee Benefits and Perquisites

We provide health, dental, vision, life and disability insurance benefits to our named executive officers, on the same terms and conditions as provided to our other senior executives.  We generally do not provide perquisites to our NEOs.

Retirement Benefits

401(k) Plan.  We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis.  Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually.  Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.  Employees are immediately and fully vested in their own contributions.  The Company may elect to make matching or other contributions into participant’s individual accounts, but made no such contributions in 2020.  The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code.  As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed from the 401(k) plan.

Employment Agreements

We entered into an offer letters with Mr. Casanova in April 2023 and Mr. Mosher in May 2023 and February 2021, each of which provides for at-will employment and sets forth each NEO’s initial base salary, bonus eligibility, and certain employee benefits.  The offer letters entered into with Mr. Casanova and Mr. Mosher in 2023 also provide for a grant of RSUs and severance in the event of termination without cause or resignation due to a material adverse change in the nature of such executive’s responsibilities consisting of six months base salary, payment of bonus prorated to the termination date, and vesting of the unvested RSUs granted thereunder for an additional four months following the termination date. The offer letter entered into with Mr. Mosher in 2021 also provided for a grant of options, including potential acceleration of vesting, as described below in the section entitled “—Potential Payments Upon Termination or Change in Control.”

Mr. Mosher also entered into a restrictive covenant agreement that includes perpetual confidentiality and twelve-month post-termination employee non-solicitation provisions.

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We entered into a letter agreement with Mr. Gupta in October 2023 with respect to his compensation for his prior service as Interim Chief Executive Officer.

Long-Term Incentives

Executive officers receive long-term incentives, generally in the form of restricted stock units (RSUs) with multi-year vesting provisions to align their compensation with the returns we deliver to stockholders.

On July 25, 2022, the Company granted Mr. Casanova 173,476 RSUs that vested 25% on July 18, 2023 with the remainder vesting in 25% increments annually through July 18, 2026. On February 17, 2023, the Company Granted Mr. Casanova 235,811 RSUs that vested 25% on July 25, 2023, with the remainder vesting in 25% increments annually through July 25, 2026. On May 10, 2023, the Company granted Mr. Casanova 140,000 RSUs in connection with his promotion to Chief Operating Officer that vest in equal installments on the annual anniversary of the grant date for a period of four years.

On July 25, 2022, the Company granted Mr. Mosher 21,598 RSUs that vest in annual installments until March 31, 2027 and on May 31, 2023, the Company granted Mr. Mosher 300,000 RSUs in connection with his promotion to President that vest in sixteen equal quarterly installments beginning on March 24, 2023.

On September 16, 2022, the Company granted Mr. Gupta 1,481,623 RSUs for services rendered in connection with the Business Combination, which converted into 1,200,000 RSUs upon the Business Combination Closing, that vest as follows: 33.33% vested on September 30, 2022, 55.67% vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest on September 21, 2025. On September 29, 2022, Mr. Gupta transferred these RSUs to KKG Presto Enterprises LLC. In addition, in connection with his service as a non-employee director, on February 17, 2024, the Company granted Mr. Gupta 34,916 RSUs that shall vest in full on the date prior to this Annual Meeting.

Potential Payments Upon Termination or Change in Control

In addition to the payments and benefits to our NEOs upon a termination of employment or a change in control summarized above under “Narrative Disclosure to Summary Compensation Table—Employment Agreements”, fifty percent of Mr. Mosher’s unvested options accelerate upon certain terminations in connection with a change in control, and Mr. Gupta’s 1,200,000 RSUs, shall vest in full upon an Acquisition (as defined in the Company’s 2018 Equity Incentive Plan), as described below in the section entitled “— Outstanding Equity Awards at June 30, 2023 Fiscal Year-End.”

Outstanding Equity Awards at June 30, 2023 Fiscal Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of June 30, 2023.

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Director Compensation

Our Non-Employee Director Compensation Program, approved by the Board in March 2023, provides for the following compensation:

The Compensation Committee recommends to the Board the annual compensation to be paid to the directors of our Board and may, in its discretion, revise or replace the compensation program described above.  The Company reimburses each director for any reasonable expenses incurred by such director in connection with the performance of such director’s services to the Company.

Our directors (other than Scott Raskin, who joined the Board in February 2023) joined the Board on September 21, 2022, following the Business Combination Closing.  The following table sets forth the total compensation paid to each of our non-employee directors for their service on the Board during fiscal 2023.  This table does not include compensation to Mr. Gupta or Mr. Suri in their capacity as directors. Mr. Suri did not receive any compensation in his capacity as a director. The compensation that Mr. Gupta received in his capacity as a director is reflected in the Summary Compensation Table for fiscal 2023 above.

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The following table lists all outstanding equity awards held by our non-employee directors as of June 30, 2023:

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TRANSACTIONS WITH RELATED PERSONS

Related Person Transactions Policy

Presto has adopted a formal written policy that sets forth the policies and procedures for the review and approval or ratification of transactions with related persons (the “Related Person Transaction Policy”).  The Related Person Transaction Policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related party had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party.  The Related Person Transaction Policy requires the prior review and approval of any such transactions with related persons by the Audit Committee (or disinterested members of the Board), and also requires that the Compensation Committee approve any employment relationship or transaction involving an executive officer of the Company and any related compensation.

Each of the transactions described below that Presto entered into since the adoption of the Related Person Transaction Policy was approved in accordance with such policy; the transactions entered into before the Business Combination Closing were not subject to the policy.

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Related Person Transactions

VTAQ Related Person Transactions

On August 20, 2020, VTAQ issued an unsecured promissory note to one of its sponsors, Ventoux Acquisition. The outstanding balance under the promissory note of $151,812 was repaid in full on December 31, 2020.

In addition, at the closing of the IPO, VTAQ’s stockholders prior to the IPO purchased from VTAQ an aggregate of 6,000,000 private warrants at $1.00 per private warrant (for a total purchase price of $6,000,000).  In connection with the closing of the issuance sale of the Over-Allotment Option Units, VTAQ’s stockholders prior to the IPO purchased from VTAQ an aggregate of 675,000 private warrants at $1.00 per private warrant (for a total purchase price of $675,000).  As of December 31, 2020, VTAQ had no loans outstanding, including any loans from its directors or officers.

Jonas Grossman and Alex Weil are affiliated with Chardan Capital Markets, and previously served as directors of VTAQ prior to the Business Combination Closing.  While no direct compensation arrangements regarding such individuals have been entered into regarding such fees, these executives may benefit indirectly from any such amounts payable to Chardan Capital Markets in respect of marketing fees, costs and expenses incurred by Chardan Capital Markets in connection with the identification, review and negotiation and approval of the initial business combination and in respect of fees in connection with VTAQ’s capital raising efforts.  

VTAQ entered into an agreement, commencing on December 23, 2020 through VTAQ’s consummation of a Business Combination or its liquidation, to pay Chardan Capital Markets, LLC a total of $10,000 per month for office space, utilities and secretarial support.

On March 29, 2022, Ventoux Acquisition and Chardan Investments, as the Sponsors, loaned $1,150,000 and $575,000 to VTAQ for the purpose of depositing such amounts into the Trust Account in

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order to extend the deadline for VTAQ to consummate the Business Combination from March 30, 2022 to June 30, 2022, in accordance with VTAQ’s certificate of incorporation and the trust agreement governing VTAQ’s trust account.  In consideration for such loans, VTAQ issued two unsecured promissory notes (the “Extension Notes”) in the amounts of $1,150,000 and $575,000 to Ventoux Acquisition and Chardan Investments, respectively.  On the same day, VTAQ transmitted the sum of $1,725,000 to Continental, as Trustee of the Trust Account, for the purpose of extending the deadline for VTAQ to consummate the Business Combination from March 30, 2022 to June 30, 2022.

Also on March 29, 2022, Ventoux Acquisition and Chardan Investments loaned VTAQ $250,000 and $125,000 for additional working capital purposes.  In consideration for such loans, VTAQ issued two unsecured promissory notes (the “Working Capital Notes”) in amounts of $250,000 and $125,000 to Ventoux Acquisition and Chardan Investments, respectively.

The Extension Notes and Working Capital Notes were approved by VTAQ’s audit committee and VTAQ’s board of directors.  The Extension Notes and Working Capital Notes did not bear interest and matured and were payable (subject to the waiver against trust provisions) upon on the earlier of (i)  the Business Combination Closing is consummated and (ii) the date of VTAQ’s liquidation.

VTAQ’s officers and directors are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on VTAQ’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.  VTAQ’s audit committee reviews on a quarterly basis all payments that were made to our Sponsor, VTAQ’s officers, directors or its or their affiliates.

In addition, in order to finance transaction costs in connection with an intended initial business combination, VTAQ’s Sponsors or an affiliate of its Sponsors or certain of its officers and directors may, but are not obligated to, loan VTAQ funds as may be required on a non-interest basis.  Upon completion of the Business Combination, VTAQ repaid such loaned amounts.

Presto Related Party Transactions

We have certain convertible promissory notes with entities controlled by Krishna K. Gupta and Ilya Golubovich, each of whom is a member of our Board.  In fiscal year 2021, we issued $1.5 million and $1 million of convertible promissory notes and embedded warrants to the entities controlled by Mr. Gupta and Mr. Golubovich, respectively, and $2 million of convertible promissory notes and embedded warrants to the entity controlled by Mr. Golubovich.

We have elected the fair value option for our convertible promissory notes.  As of June 30, 2022 and June 30, 2021, $9.6 million and $6.4 million of convertible promissory notes and embedded warrants were due to Mr. Gupta and Mr. Golubovich, respectively, of which $9.6 million and $3.6 million, respectively, are due within 12 months.

In September 2022, in connection with but prior to the Business Combination Closing, upon receipt of the approval of the Company’s disinterested stockholders, we granted 1,200,000 RSUs to Krishna K. Gupta, a director and significant stockholder of the Company, for services rendered in connection with the Business Combination.  The RSUs, are subject to the same terms as the 2018 Plan (although they were granted outside of the 2018 Plan).  The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs shall vested on September 30, 2022, 56.67% of the RSUs shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third

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anniversary of the vesting commencement date.  The RSUs time-based vesting will accelerate upon an acquisition of the Company.

In September 2022, in connection with the Business Combination Closing, VTAQ and Chardan waived certain obligations of the Company to Chardan in connection with the following agreements: (i) the Business Combination Marketing Agreement, dated December 23, 2020, by and between VTAQ and Chardan, (ii) the Administrative Services Agreement, dated December 23, 2020, by and between VTAQ and Chardan and (iii) the Placement Agency Agreement, dated August 9, 2021, by and between VTAQ and Chardan. In exchange for such waiver, the Company agreed to pay Chardan approximately $3.2 million, issue an affiliate of Chardan 350,000 shares of Common Stock and grant Chardan certain rights of first refusal in connection with future financings of the Company.

In May 2023, pursuant to that certain purchase agreement, we issued Presto CA an aggregate amount of 1,500,000 shares of Common Stock for $2.00 per share, resulting in gross proceeds of $3,000,000.  CAFB Fund II is the sole member of Presto CA. Keith Kravcik, a director of the Company, was the Chief Financial Officer and is currently the Chief Investment Officer for all of CA LLC’s various investment funds, a significant stockholder of the Company.

In May 2023, the Company entered into an engagement letter with Chardan regarding its placement agent services, which agreement was amended in October 2023.

In May 2023, Chardan was paid $250,000 in connection with a private placement financing for services rendered as the Company’s financial advisor in connection with such transaction.

In October 2023, the Company entered into that certain securities purchase agreement with Presto CA pursuant to which the Company agreed to sell 1,500,000 newly issued shares of Common Stock, at a purchase price of $2.00 per share for an aggregate purchase price of $3.0 million. Presto CA is affiliated with CA LLC, and Keith Kravcik, a member of the Board, is the Chief Investment Officer of all of Cleveland Avenue’s various Investment Funds, including the funds invested in Presto CA.

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes share and exercise price information about the Company’s equity compensation plans as of June 30, 2023.

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In connection with the Business Combination, the Board and stockholders approved the Presto 2022 Incentive Plan, which enables the Company to grant nonqualified stock options, ISOs, stock appreciation rights, restricted stock, RSUs, other share based awards, cash based awards, dividend equivalents, and/or performance compensation to directors, officers, employees, consultants and advisors to improve the ability of the Company to attract and retain key personnel, by providing such persons with an opportunity to acquire and maintain an equity interest in the Company, or be paid incentive compensation which may be measured by reference to the value of Common Stock, thereby aligning their interests with those of the Company’s stockholders.

OTHER MATTERS

We know of no other business that will be presented at the Annual Meeting.  If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment.  This discretionary authority is granted by the execution of the form of proxy.

OTHER INFORMATION

Householding of Proxies

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement or a single notice of internet availability of proxy materials addressed to those stockholders.  This process, which is commonly referred to as “householding”, can reduce the volume of duplicate information received at households.  While the Company does not household, a number of brokerage firms with account holders have instituted householding.  Once a stockholder has consented or

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receives notice from their broker that the broker will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one or more of the stockholders revokes their consent.  If your Notice of Internet Availability of Proxy Materials or your annual report and proxy statement, as applicable, have been househeld and you wish to receive separate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you may notify your broker.  You can also request and we will promptly deliver a separate copy of the Notice of Internet Availability or the Proxy Materials by writing to: 985 Industrial Road, San Carlos, CA 94070 or by telephone at: (650) 817-9012.

Additional Filings

The Company’s reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website, https://presto.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Conduct, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, Strategic Finance Committee Charter, Corporate Governance Guidelines and amendments thereto are also available at our website, as described above.  If we make any amendments to our Code of Conduct or grant any waiver, including any implicit waiver, from a provision of either code applicable to our CEO, CFO or principal accounting officer requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website.  The content of our website, however, is not part of this Proxy Statement.

You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, to the Company by writing to: 985 Industrial Road, San Carlos, CA 94070.

Stockholder Proposals for 2024 Annual Meeting of Stockholders

Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of Stockholders or nominate persons for election to the Board.  Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals meeting certain requirements may be eligible for inclusion in the Company’s proxy statement (the “2024 Proxy Statement”) for the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”).  To be eligible for inclusion in the 2024 Proxy Statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company no later than June 29, 2024 in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the 2023 Proxy Statement.

Alternatively, stockholders seeking to present a stockholder proposal or nomination at the 2024 Annual Meeting, without having it included in the 2024 Proxy Statement, must timely submit notice of such proposal or nomination.  To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company not later than 5:00 p.m. Eastern Time on the 90^th day nor earlier than 5:00 p.m. Eastern Time on the 120^th day prior to the first anniversary of the Annual Meeting.  For the 2024 Annual Meeting, this means that any such proposal or nomination must be submitted no earlier than August 8, 2024 and no later than September 7, 2024.  Notwithstanding the foregoing, if the date of the 2024 Annual Meeting is more than 30 days before or more than 70 days after the first anniversary of the 2023 Annual Meeting, to be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company no earlier than 5:00 p.m. Eastern Time on the 120^th day prior to the 2024 Annual Meeting and not later than the later of 5:00 p.m. Eastern Time on the

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90^th day prior to the 2024 Annual Meeting, or the 5:00 p.m. Eastern Time on the 10^th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by the Company.

Additionally, in order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2024 Annual Meeting of Stockholders, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act (including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than our nominees).

Notices of any proposals or nominations for the Company’s 2024 Annual Meeting of Stockholders should be sent to Presto Automation Inc., Attention: Secretary, 985 Industrial Road, San Carlos, CA 94070.

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Appendix A

PRESTO TECHNOLOGIES, INC.

2022 AMENDED AND RESTATED INCENTIVE AWARD PLAN

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

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