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United States securities and exchange commission logo
January 21, 2022
Edward Scheetz
Chief Executive Officer
Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
Re: Ventoux CCM
Acquisition Corp.
Draft Registration
Statement on Form S-4
Submitted December
20, 2021
CIK: 0001822145
Dear Ms. Scheetz:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Cautionary Note Regarding Forward-Looking Statements, page 8
1. We note your reliance
upon the safe harbor for forward-looking statements contained in
the Private Securities
Litigation Reform Act of 1995 in connection with the disclosure of
Presto's projections,
forecasts, and any underlying assumptions. Please revise to
include language
acknowledging the legal uncertainty of the availability of the safe harbor
in the context of a
SPAC business combination.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
January 21,NameVentoux
2022 CCM Acquisition Corp.
January
Page 2 21, 2022 Page 2
FirstName LastName
Questions and Answers about the Proposals
What vote is required to approve the proposals presented at the Special
Meeting?, page 16
2. In light of the fact that the SPAC Sponsor has agreed to vote its
shares of common stock
to approve the merger and related proposals, please disclose the
percentage of non-
affiliated public shares that would need to approve the merger by
majority vote assuming
all Ventoux outstanding shares are voted and if only a quorum of
Ventoux shares are
present.
Summary of the Proxy Statement/Prospectus
The PIPE Investment, page 31
3. We note that VTAQ entered into the Equity Subscription Agreements and
the Convertible
Note Subscription Agreement with certain accredited investors.
Disclose if the SPAC s
sponsors, directors, officers or their affiliates will participate in
these private placements.
4. Explain the purpose and effect of the Note Indenture provision that
would require VTAQ
to repurchase for cash all of the notes at any time upon the
occurrence of a fundamental
change." Additionally, disclose here the definition of fundamental
change.
VTAQ's Reasons for Approval of the Business Combination, page 34
5. Your charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
Interests of VTAQ's Directors and Officers in the Business Combination, page 37
6. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
7. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
8. The disclosure indicates that prior to the special meeting the initial
stockholders, Presto
and/or its affiliates and the Presto Founders and/or their affiliates
may purchase shares
and/or warrants from investors. Explain how such purchases would
comply with the
requirements of Rule 14e-5 under the Exchange Act.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
January 21,NameVentoux
2022 CCM Acquisition Corp.
January
Page 3 21, 2022 Page 3
FirstName LastName
Risks Related to VTAQ and the Business Combination, page 42
9. Please include risk factor disclosure detailing the risks involved
with the provisions of
your proposed charter noted on pages 118-122, including, for instance,
having
a classified board, prohibiting shareholders from calling special
meetings and requiring
more than a majority vote for certain actions.
Risk Factors, page 48
10. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Special Meeting of VTAQ Stockholders
Vote of the Sponsor, Directors and Officers, page 85
11. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement and why such
shareholders
were willing to waive their redemption rights.
Certain Presto Projected Financial Information, page 102
12. Regarding your disclosure of Non-GAAP Adjusted EBITDA, please present
with equal or
greater prominence, the most directly comparable financial measure
calculated and
presented in accordance with GAAP.
13. Please revise to provide additional discussion of the assumptions
underlying
the projected gross margin increase from 28% in 2021 to 55% in 2023.
Specifically, state
the assumptions used to calculate operating efficiencies, economies of
scale, and the shift
in platform product mix.
14. Disclose with specificity the estimates and assumptions used with
respect to general
business, economic, regulatory, market and financial conditions and
other future events.
Additionally, since the forecasts assume consistent investment in
sales and marketing
staffing, R&D, and G&A, quantify the assumed investment in each. If it
is not clear
where such funds would come from, or if such the Company is depending
on cash in trust
from the business combination, so state.
15. The investor presentation dated January 12, 2022, filed as an exhibit
to the Form 8-K,
focuses on the projected financial information. The emphasis on the
prospective financial
information, as opposed to historical results, in investor
presentations appears to
contradict statements in the registration statement that "Presto does
not, as a matter of
general practice, publicly disclose long-term forecasts or internal
projections of its future
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
January 21,NameVentoux
2022 CCM Acquisition Corp.
January
Page 4 21, 2022 Page 4
FirstName LastName
performance," and that the Presto forecasts were not prepared with a
view toward public
disclosure. With a view toward revised disclosure, please tell us if
the forecasts were
prepared in part for marketing purposes or to influence investor
decisions.
16. Provide us with the legal basis for the disclaimer on page 104 of "any
responsibility to
update or revise...these financial projections to reflect
circumstances or events...that may
have occurred or that may occur after the preparation of these
financial projections, even
in the event that any or all of the assumptions underlying the
financial projections are
shown to be in error or change." Refer generally to Item 10(b)(3)(iii)
of Regulation S-K.
The Stock Issuance Proposal, page 127
17. Tell us why you have included the Equity PIPE and Debt Pipe investment
share issuance
approvals together with the issuance of the shares contemplated by the
merger agreement.
Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as
Question 201.01 of the
Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
Unaudited Pro Forma Condensed Combined Financial Information, page 138
18. In the business combination transactions summary, please disclose the
ratio of the
exchange of VTAQ shares for Presto shares under the two redemption
scenarios. Provide
similar disclosure within the disclosure accompanying the per share
data on page 46.
19. Revise to limit your pro forma balance sheet presentation to the
latest historic balance
sheet included in the filing.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet, page 140
20. Present in a separate pro forma adjustment column following the Presto
(Historical) balance sheet, adjustments that give effect to:
the Preferred Stock Conversion;
the Warrant Exercise;
the Convertible Notes Conversion; and
the number of shares of common stock of New Presto to be issued
based upon the
Exchange Ratio.
This pro forma adjustment column should be followed by a subtotal
column to present
Presto on a pro forma basis. You should make similar revisions in your
pro forma income
statements to give effect to these transactions on the Presto historic
income statements
including the impact on loss per share.
Information About Presto, page 168
21. We note that revenue from your three largest customers accounted for
93% of revenue
in 2021. Please revise to identify these customers and disclose the
material terms of your
agreements with them, including the duration of the agreements and
termination
provisions. To provide context for this disclosure, also revise to
disclose the total
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
January 21,NameVentoux
2022 CCM Acquisition Corp.
January
Page 5 21, 2022 Page 5
FirstName LastName
number of customers for each period presented. In addition, include a
risk factor
disclosing your dependence on a limited number of customers and
discuss your limited
customer base in your Business section. Refer to Item 101(h)(4)(vi) of
Regulation S-K.
22. We note your disclosure that you "may take advantage of several
acquisition
opportunities" and that "currently there are five immediately
actionable targets which have
strong product fits and can bring in around $50 million of additional
ARR." Please revise
to clarify whether you have entered into any negotiations or
agreements to acquire any
company and provide a more detailed discussion regarding the status of
the negotiations.
Clarify what is meant by the phrase "immediately actionable."
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Presto
Overview, page 176
23. In light of your significant operating losses and negative cash flows
from operating
activities, please discuss in reasonable detail your plans for
achieving profitability and
positive cash flows from operating activities in the future. Your
discussion should address
the likelihood and anticipated timing of your plans and assumptions
coming to fruition.
Non-GAAP Financial Measures, page 178
24. We note that you eliminated the impairment of returned leased tablets
and certain product
and hardware repair costs, due to infrequency and COVID when
calculating Non-GAAP
Adjusted Gross Profit and Adjusted EBITDA, implying that these costs
are not reflective
of your normal course of business. Please clarify your disclosure and
tell us how these
costs meet the definition of non-recurring, infrequent or unusual as
set forth in
Item 10(e)(1)(ii)(B) of Regulation S-K. See also Question 102.03 of
the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
25. In addition, more fully explain to us why you believe adjusting
non-GAAP financial
measures for impairment of returned leased tablets and product and
hardware repairs,
which appear to be normal business costs under your Return Merchandize
Authorization
process, is reasonable and appropriate. Refer to Question 100.01 of
the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Key Factors Affecting Our Performance, page 180
26. We note that you identify Retention and Expansion within your Existing
Customer
Base, Expansion of Locations Per Customer, and Support of your
Customers Revenue
Growth, among others as key factors affecting performance. We further
note your
disclosure on page 170 regarding net revenue retention rate and your
use of the phrase
"sticky." Please clarify whether the company uses any key performance
metrics
underlying these key factors in evaluating the business, and quantify
those metrics for the
periods presented. For example, revise to define your net revenue
retention rate and
provide the underlying metrics.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
January 21,NameVentoux
2022 CCM Acquisition Corp.
January
Page 6 21, 2022 Page 6
FirstName LastName
Results of Operations, page 184
27. Please expand your discussion of your results of operations to
describe any known trends
or uncertainties that have had or that Presto's management reasonably
expects will have
a material impact on revenues or loss from operations. Particularly,
in light of your
dependence on three customers accounting for 93% of revenues, please
discuss and
analyze all known trends and uncertainties resulting from your
dependence on these
customers for substantially all of your revenues. If applicable,
discuss to what extent
management intends to rely upon these three customers for future
revenue growth.
28. For all periods presented, please revise to separately quantify and
further analyze each
significant factor contributing to the change for each of the line
items discussed within the
results of operations section. In regard to platform revenues, for
example, please
separately quantify the amount of growth due to new customers and
Average Revenue per
Location (ARPL). When discussing associated costs, for instance,
please identify and
quantify increases due to product costs, shipping/freight costs,
installation costs and other
costs. Refer to Item 303(a)(3)(iii) of Regulation S-K.
29. Please revise your disclosures for the change in fair value of
warrants and convertible
promissory notes to explain the specific assumptions that changed that
resulted in the
significant decline in value of these liabilities.
Liquidity and Capital Resources, page 186
30. Please disclose the minimum funding required to remain in business for
at least the next
12 months, as well as the minimum number of months that you will be
able to conduct
your planned operations using currently available capital resources.
Refer to Item
303(a)(1) and (2) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 216
31. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by the entities identified
in the beneficial
ownership table.
32. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Consolidated Financial Statements of E La Carte, Inc. (dba Presto)
Summary of Business and Significant Accounting Policies
Revenue Recognition, page F-59
33. We note that Presto Smart Dining System contracts may include leasing
of hardware,
hardware accessories and other services. Please describe for us, in
greater detail, how
these arrangements are accounted for including any lease contracts.
You should address
whether you determined if any lease contracts or components are within
the scope
Edward Scheetz
Ventoux CCM Acquisition Corp.
January 21, 2022
Page 7
of ASC 840, how such contracts are separated from the rest of the
arrangement, what the
performance obligations are for the components accounted for under ASC
606 and the
basis for the timing of revenue recognition for each. Refer to the
authoritative guidance
you relied upon.
34. In regard to transaction revenue, you state that you are primarily
responsible for the
services provided, control access and influence prices, and these
factors reflect that the
company is the principal in transactions with diners. Please explain
further how you
determined that the diner is the customer in your arrangements and how
you execute a
contract with the diner. Please also clarify how you considered all of
the factors
in ASC 606-10-55-36 through 55-40 in determining that you are the
principal in the
transaction. Please ensure you include the following in your response:
Clarify the specific services contracted for by the customer and
how you control each
of these services prior to being transferred to the customer; and
Explain the specific terms of the contract that you enter into
with the customer and
the specific terms of the contract that you enter into with the
agent as it relates to
responsibility for fulfillment and acceptability of services.
Please also clarify the
timing of entering into these contracts.
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
January 21, 2022 Page 7 Office of
Technology
FirstName LastName