View:
United States securities and exchange commission logo
March 31, 2022
Edward Scheetz
Chief Executive Officer
Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
Re: Ventoux CCM
Acquisition Corp.
Registration
Statement on Form S-4
Filed March 14,
2022
File No. 333-263516
Dear Mr. Scheetz:
We have reviewed your 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.
Registration Statement on Form S-4
The PIPE Investments, page 33
1. We note your response
to prior comment 4. Supplement the disclosure of the Convertible
Note Subscription
Agreement to explain in plain English how the terms of the agreement
favor the Note
Investor, the sponsor, and affiliates. Discuss the downside protection this
investor will have that
will not be available to other investors. Lastly, add risk factor
disclosure highlighting
the specific terms and scenarios of the note financing that could
benefit the sponsor and
the Note Investor to the detriment of other investors.
2. Disclose any
pre-existing relationships between the Equity PIPE Investors or the Debt
PIPE Investors and
VTAQ, the sponsors, Presto, or any affiliates of such parties.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
March NameVentoux CCM Acquisition Corp.
31, 2022
March2 31, 2022 Page 2
Page
FirstName LastName
Interests of VTAQ's Directors and Officers in the Business Combination, page 41
3. We note your response to prior comment 8 and the disclosure that "the
initial
stockholders, Presto and/or its affiliates and the Presto Founders
and/or their affiliates
have not and will not make any purchases of shares and/or warrants
from investors." If
true, revise to remove the assertion that these parties "will not"
make any such purchases
given that the preceding disclosure indicates they "may" do so at any
time prior to the
Special Meeting. Additionally, please refer to Compliance and
Disclosure Interpretation
166.01 (Tender Offers and Schedules) for additional guidance.
Certain Presto Projected Financial Information, page 107
4. We note your response to prior comment 13. Please revise to discuss
the projected
margins for each of your products and any assumptions regarding
increases in those
margins. As an example only, we note your disclosure of "both Vision
and Voice
products generating higher margins than the Touch product, driving
Presto s blended
margins from approximately 25% in the year ending December 31, 2021 to
approximately
55%" but it is unclear what the underlying margins are or what the
product mix is
projected to be.
Information about Presto
Platform and Product Offering, page 174
5. We note your disclosure on page F-33 that "[t]he Company is exposed to
vendor
concentration risk as it supplies tablets from one vendor." Revise to
identify your
principal suppliers and discuss the material terms of your agreements
with them including
any termination provisions. Refer to Item 101(h)(4)(v) of Regulation
S-K.
Non-GAAP Financial Measures, page 186
6. We note your response to prior comment 24. We also note your
clarification that
impairments of returned leased tablets could be considered recurring,
frequent, and usual
costs of doing business, indicating that impairments related to
returns of leased tablets
could occur under various circumstances not directly caused by
COVID-19. Furthermore,
we note this impairment was the result of customers who returned used
equipment during
fiscal quarters that coincided with the COVID-19 pandemic period.
Please note
Item 10(e) of Regulation S-K prohibits adjusting a non-GAAP financial
performance
measure to eliminate or smooth items identified as infrequent or
unusual when the nature
of the charge or gain is such that it is reasonably likely to recur
within two years or there
was a similar charge or gain within the prior two years. Accordingly,
please revise and
remove the adjustment for impairments of returned leased tablets in
all Non-GAAP
measures.
7. In regard to the "Loss on Infrequent Product Repairs" adjustment,
please clarify and tell us
whether you netted out any manufacturer warranties under the repair
and return
Edward Scheetz
Ventoux CCM Acquisition Corp.
March 31, 2022
Page 3
merchandise authorization ( RMA ) process. See Question 100.03 of
the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
8. In regard to the "Hardware Repair Expenses Related to COVID-19"
adjustment, please
clarify and tell us the nature of hardware repair expenses, apart from
the liquid ingress
issue, why hardware repairs are infrequent and one-time expenses, and
how you were able
to ascertain that these hardware repairs were directly related to
COVID-19 complications.
Consolidated Financial Statements of E La Carte, Inc. (dba Presto)
Note 1. Summary of Business and Significant Accounting Policies
Revenue Recognition, page F-36
9. We note your response to prior comment 33. For arrangements that
involve leases of
equipment, please revise your disclosures to clarify whether such
leases are accounted for
using ASC 606, or are accounted for using ASC 840 due to the scope
exemption for leases
in ASC 606-10-15-2 and the terms of the arrangements that you
considered in your policy
decision.
10. Also, please tell us how you considered ASC 840-10-25-1 in determining
that the
appropriate lease classification is operating.
11. In regard to the License/Revenue Share agreements with restaurants for
the Tabletop
systems, please clarify the amount of revenue commissions typically
paid as a percentage
of premium content revenue, or gaming revenue.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 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
March 31, 2022 Page 3 Office of
Technology
FirstName LastName