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United States securities and exchange commission logo
November 16, 2022
Susan Shinoff
General Counsel
Presto Automation Inc.
985 Industrial Road
San Carlos, CA 94070
Re: Presto Automation
Inc.
Registration
Statement on Form S-1
Filed October 21,
2022
File No. 333-267979
Dear Susan Shinoff:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Form S-1 filed October 21, 2022
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants.
2. We note that the shares
being registered for resale will constitute a considerable
percentage of your
public float. We also note that most of the shares being registered for
resale were purchased
by the selling securityholders for prices considerably below the
current market price of
the common stock. Highlight the significant negative impact sales
of shares on this
registration statement could have on the public trading price of the
common stock.
Susan Shinoff
FirstName LastNameSusan Shinoff
Presto Automation Inc.
Comapany 16,
November NamePresto
2022 Automation Inc.
November
Page 2 16, 2022 Page 2
FirstName LastName
Risk Factors, page 31
3. We note your statement that you may not be able to timely file reports
required by the
Exchange Act. We also note that you did not timely file your Form 10-Q
for the quarter
ended March 30, 2021. Update and revise your risk factor to disclose
that you did not
timely file the report and that you may not be able to timely file
similar reports in the
future.
Management's Discussion and Analysis, page 63
4. Please disclose in this section the fact that this offering involves
the potential sale of a
substantial portion of shares for resale and discuss how such sales
could impact the market
price of your common stock.
Liquidity and Capital Resources, page 77
5. In light of the unlikelihood that the company will receive significant
proceeds from
exercises of the warrants because of the disparity between the
exercise price of the
warrants and the current trading price of the common stock, expand
your discussion of
capital resources to address any changes in the company s liquidity
position since the
business combination. Please discuss the effect of this offering on
the company s ability to
raise additional capital.
General
6. We note your disclosure that your warrants are out-of-the money and
that you do not
expect to receive cash proceeds from the exercise of warrants until
this is no longer true.
Please provide similar disclosure in your MD&A section. If applicable,
throughout your
filing, describe the impact on your liquidity and update the
discussion on the ability of
your company to fund your operations on a prospective basis with your
current cash on
hand.
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and warrants being registered for resale. Highlight any
differences in the current
trading price, the prices at which the Sponsors and PIPE investors
acquired their shares
and warrants, and the price at which the public securityholders
acquired their shares and
warrants. Disclose that, while the Sponsors and PIPE investors may
experience a positive
rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they purchased
due to differences in
the purchase prices and the current trading price. Please also
disclose the potential profit
the selling securityholders will earn based on the current trading
price. Lastly, please
include appropriate risk factor disclosure.
Susan Shinoff
FirstName LastNameSusan Shinoff
Presto Automation Inc.
Comapany 16,
November NamePresto
2022 Automation Inc.
November
Page 3 16, 2022 Page 3
FirstName LastName
8. Please revise to update your disclosures throughout the filing and
address areas
that present inconsistencies. For example, on page 108, you make
statements about what
might happen "[i]f VTAQ completes the Business Combination" or "[i]n
the event that the
Business Combination does not close." These statements should be
updated given that the
Business Combination closed on September 21, 2022.
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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan
Woo, Legal
Branch Chief, at (202) 551- 3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Colin Diamond