Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On April 1, 2022, Ventoux CCM Acquisition Corp. (the "Company" or "Ventoux"),
Ventoux Merger Sub I Inc., Ventoux Merger Sub II LLC, and E La Carte, Inc.
("Presto") entered into an amendment (the "Amendment") to that certain agreement
and plan of merger dated November 10, 2021 (the "Merger Agreement"). The
amendment amends the Merger Agreement to lower from $85 million to $65 million
the amount of cash required to be available to the Company at the closing of the
business combination (the "Closing"), consisting of cash held in its trust
account and the aggregate amount of cash actually invested in (or contributed
to) the Company pursuant to subscription agreements, after giving effect to
redemptions of public shares, if any, but before giving effect to the
consummation of the Closing and the payment of Presto's and certain of the
Company's outstanding transaction expenses (including before giving effect to
all audit and pre-audit consulting expenses incurred by Presto) as contemplated
by the Merger Agreement.
The Amendment also amends the Merger Agreement to extend the Termination Date
(as defined therein) of the Merger Agreement to August 31, 2022.
The foregoing description of the Amendment is only a summary and is qualified in
its entirety by reference to the Amendment, which is filed with this Current
Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated by
reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 29, 2022, the Company issued two unsecured promissory notes (the
"Extension Notes") in amounts of $1,150,000 and $575,000 to Ventoux Acquisition
Holdings LLC and Chardan International Investments, LLC, respectively (the
"Sponsors"), in exchange for the Sponsors depositing such amounts into the
Company's trust account in order to extend the amount of time the Company has
available to complete a business combination (the "Extension") by three months
from March 30, 2022 to June 30, 2022.
In addition, the Company also issued two unsecured promissory notes (the
"Working Capital Notes" and together with the Extension Notes, the "Notes") in
amounts of $250,000 and $125,000 to Ventoux Acquisition Holdings LLC and Chardan
International Investments, LLC, respectively, in connection with providing the
Company with additional working capital.
The Notes do not bear interest and mature and are payable (subject to the waiver
against trust provisions) upon the earlier of (i) the date on which the
Company's initial business combination is consummated and (ii) the date of the
liquidation of the Company.
The Notes were issued pursuant to an exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act").
The foregoing description of the Notes is only a summary and is qualified in its
entirety by the Notes, which are filed as Exhibit 10.1, 10.2, 10.3 and 10.4 to
this Current Report on Form 8-K and are incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On April 4, 2022, the Company issued a press release (the "Press Release")
announcing the Amendment and the Extension. A copy of the Press Release is
furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit
99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On April 1, 2022, the Company and Presto entered into a Consent and Waiver with
respect to the Merger Agreement, pursuant to which the Company and Presto
mutually consented to, among other things, certain financing transactions of
Presto and certain issuances of restricted stock units of Presto.
Additional Information and Where to Find It
In connection with the proposed business combination involving Ventoux and
Presto, Ventoux has filed a registration statement, which includes a preliminary
proxy statement/prospectus, with the SEC. The proxy statement/prospectus will be
sent to stockholders of Ventoux. This Current Report on Form 8-K is not a
substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS
AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PRESTO, VENTOUX, THE PROPOSED BUSINESS COMBINATION AND RELATED
MATTERS. The documents filed or that will be filed with the SEC relating to the
proposed business combination (when they are available) can be obtained free of
charge from the SEC's website at www.sec.gov. These documents (when they are
available) can also be obtained free of charge from Ventoux upon written request
at Ventoux CCM Acquisition Corp., 1 East Putnam Avenue, Floor 4, Greenwich, CT
06830.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and
shall not constitute a proxy statement or the solicitation of a proxy, consent
or authorization with respect to any securities in respect of the proposed
business combination and shall not constitute an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or a
solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
This communication is not a solicitation of a proxy from any investor or
security holder. However, Ventoux, Presto, and certain of their directors and
executive officers may be deemed to be participants in the solicitation of
proxies in connection with the proposed business combination under the rules of
the SEC. Information about Ventoux's directors and executive officers and their
ownership of Ventoux's securities is set forth in filings with the SEC,
including Ventoux's annual report on Form 10-K filed with the SEC on February
23, 2022. To the extent that holdings of Ventoux's securities have changed since
the amounts included in Ventoux's most recent annual report, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the participants will also be
included in the proxy statement/prospectus, when it becomes available. When
available, these documents can be obtained free of charge from the sources
indicated above.
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Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about future financial and operating results,
plans, objectives, expectations and intentions with respect to future
operations, products and services and expectations regarding the proposed
business combination between Presto and Ventoux; and other statements identified
by words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. Such forward-looking statements are based upon the
current beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results
anticipated in these forward-looking statements.
In addition to factors previously disclosed or that will be disclosed in
Ventoux's reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause actual results
and the timing of events to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement or could otherwise cause the
transactions contemplated therein to fail to close; (2) the outcome of any legal
proceedings that may be instituted against Ventoux, Presto, the Company or
others following the announcement of the proposed business combination and any
definitive agreements with respect thereto; (3) the inability to complete the
proposed business combination due to the failure to obtain approval of the
stockholders of Ventoux or Presto; (4) the inability of Presto to satisfy other
conditions to closing; (5) changes to the proposed structure of the proposed
business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed business combination; (6) the ability to meet stock
exchange listing standards in connection with and following the consummation of
the proposed business combination; (7) the risk that the proposed business
combination disrupts current plans and operations of Presto as a result of the
announcement and consummation of the proposed business combination; (8) the
ability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth profitably, grow its customer
base, maintain relationships with customers and suppliers and retain its
management and key employees; (9) the impact of the COVID-19 pandemic on the
business of Presto and the Company (including the effects of the ongoing global
supply chain shortage); (10) Presto's limited operating history and history of
net losses; (11) Presto's customer concentration and reliance on a limited
number of key technology providers and payment processors facilitating payments
to and by Presto's customers; (12) costs related to proposed business
combination; (13) changes in applicable laws or regulations; (14) the
possibility that Presto or the Company may be adversely affected by other
economic, business, regulatory, and/or competitive factors; (15) Presto's
estimates of expenses and profitability; (16) the evolution of the markets in
which Presto competes; (17) the ability of Presto to implement its strategic
initiatives and continue to innovate its existing products; (18) the ability of
Presto to adhere to legal requirements with respect to the protection of
personal data and privacy laws; (19) cybersecurity risks, data loss and other
breaches of Presto's network security and the disclosure of personal
information; and (20) the risk of regulatory lawsuits or proceedings relating to
Presto's products or services.
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Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about Ventoux and Presto or the date of such information in the case
of information from persons other than Ventoux and Presto, and we disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this communication. Forecasts and
estimates regarding Presto's industry and end markets are based on sources we
believe to be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro forma,
projected and estimated numbers are used for illustrative purposes only, are not
forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report, except Exhibit 99.1 hereto,
which shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Exhibit No. Description
2.1 Amendment to Agreement and Plan of Merger
10.1 Promissory Note to Ventoux Acquisition Holdings LLC
10.2 Promissory Note to Chardan International Investments, LLC
10.3 Promissory Note to Ventoux Acquisition Holdings LLC
10.4 Promissory Note to Chardan International Investments, LLC
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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