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United States securities and exchange commission logo
August 9, 2022
Edward Scheetz
Chief Executive Officer
Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
Re: Ventoux CCM
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed July 26, 2022
File No. 333-263516
Dear Mr. Scheetz:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-4 Filed July 26, 2022
The PIPE Investments, page 35
1. Disclose the purchase
price that each set of investors paid for their securities. Provide
clear and quantified
disclosure about the significant portion of the combined company's
total outstanding
shares that may be sold into the market following the business
combination. Identify
each set of investors that will have certain registration rights and
specify the number of
securities they will be able to sell pursuant to future resale
registration statements
that the combined company will be required to file. Highlight that
certain investors may
have an incentive to sell even if the trading price at that time is
below Ventoux's IPO
price. Discuss the negative pressure potential sales of such
securities could have
on the trading price of the combined company.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
August NameVentoux CCM Acquisition Corp.
9, 2022
August
Page 2 9, 2022 Page 2
FirstName LastName
2. Revise to identify the Note Investor and discuss with specificity the
negative covenants
that will place restrictions on the combined company. Additionally,
file the Convertible
Note Subscription Agreement as an exhibit to the registration
statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 154
3. Disclose the Presto Common Stock Exchange Ratio in the introduction
and the related
footnotes.
4. Regarding the Presto preferred stock conversion, disclose the
conversion ratio stipulated
in Presto s Certificate of Incorporation.
5. Regarding the conversion of the Presto stock options and RSUs, clarify
here and in the
footnotes if the unvested options and unvested RSUs will be converted
into similar
unvested options and unvested RSUs.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 156
6. In a separate adjustment column following the VTAQ (historical)
balance sheet, provide
the pro forma adjustments to give effect to the common stock
redemptions of
$163.1 million which were paid out of the Trust Account on June 16,
2022. This should
be followed by a subtotal column to reflect the VTAQ balance sheet on
a pro forma basis
prior to the transaction accounting adjustments. Refer to 11-02(b)(4)
of Regulation S-X.
Management's Discussion and Analysis of Results of Financial Condition and
Results of
Operations of VTAQ
Liquidity and Capital Resources, page 183
7. We note your going concern discussion is through June 30, 2022. Please
update your
liquidity disclosure and your going concern discussion to the date of
the filing. Also,
move the going concern discussion to the forefront of your Liquidity
and Capital Resource
section.
Contractual Obligations, page 185
8. Disclose in quantified detail the total dollar value of all estimated
fees payable to your
service providers and advisors upon completion of a business
combination.
Unaudited Financial Statements of VTAQ as of and for quarters ended March 31,
2022 and 2021
Notes to Unaudited Consolidated Financial Statements
Note 10 - Subsequent Events, page F-47
9. Update your subsequent event footnote to disclose all the information
that occurred up to
the date of the filing, including but not limited to the following:
Information regarding the new amendment to the Merger Agreement
that occurred on
July 25, 2022.
Information about the June 16, 2022 special meeting of
stockholders, including the
Edward Scheetz
Ventoux CCM Acquisition Corp.
August 9, 2022
Page 3
redemption and payment to your shareholders of $163,148,816.
Disclose the current balance in the trust account after the
redemption.
Information regarding new equity and or debt transactions
including modifications
entered post balance sheet date.
Information regarding any stock compensation issued post
balance sheet date.
General
10. We note your disclosure that "As of July 22, 2022, the Sponsors own
75.8% of the issued
and outstanding shares of VTAQ Common Stock. The Sponsors and the
directors and
officers of VTAQ have agreed to vote any shares of VTAQ Common Stock
owned by
them in favor of the Business Combination Proposal." Please include
this disclosure at
the forefront of your Management's Discussion and Analysis and in the
Subsequent Event
footnote of your financial statements.
11. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure
that addresses how this fact could impact your ability to complete
your initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
You may contact Inessa Kessman, Senior Staff Accountant, at (202)
551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
FirstName LastNameEdward Scheetz Sincerely,
Comapany NameVentoux CCM Acquisition Corp.
Division of
Corporation Finance
August 9, 2022 Page 3 Office of
Technology
FirstName LastName