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United States securities and exchange commission logo
April 27, 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. 1 to
Registration Statement on Form S-4
Filed April 11,
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.
Unless we note
otherwise, our references to prior comments are to comments in our March
31, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Related to Presto's Business and Business Development, page 53
1. We note your disclosure
that the pandemic has disrupted, and may continue to disrupt,
Presto's supply chains
and relationships with third-party partners. Revise to discuss in
more detail the
specific supply challenges that have been present in recent periods and
describe, with
quantified information where possible, the effect on customer operations
and on Presto's
business.
Edward Scheetz
FirstName LastNameEdward Scheetz
Ventoux CCM Acquisition Corp.
Comapany
April NameVentoux CCM Acquisition Corp.
27, 2022
April 227, 2022 Page 2
Page
FirstName LastName
Certain Presto Projected Financial Information
Recent Developments, page 114
2. Supplement your discussion of the revised forecasted financial
information to disclose all
material assumptions underlying the revised forecasts and to identify
those assumptions
that materially differ from the initial forecasts prepared by Presto's
management.
Non-GAAP Financial Measures, page 193
3. We note your response to comment 8. We also note you disclose on page
194 that the
COVID related expenses were not present in the years prior to the
onset of COVID-19 and
are not expected to recur. Tell us if you incurred COVID related
expenses during the
three month period ended March 31, 2022.
Consolidated Financial Statements of E La Carte, Inc. (dba Presto)
Note 1. Summary of Business and Significant Accounting Policies
Revenue Recognition, page F-36
4. We note your response to prior comment 11. In light of the materiality
of the commission
rates, please disclose the range (or a weighted average) of
commissions paid under the
License/Revenue Share arrangements as a percentage of premium content
revenues.
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.
Sincerely,
Division of
Corporation Finance
Office of
Technology