0001213900-23-034747 | S-1 | XBRL Viewer

Print Document View Excel Document

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 38,211	$ 3,017
Accounts receivable, net of allowance for doubtful accounts of $137 and $353 as of December 31, 2022 and June 30, 2022, respectively	2,572	1,518
Inventories	649	869
Deferred costs, current	4,780	8,443
Prepaid expenses and other current assets	2,265	707
Total current assets	48,477	14,554
Deferred costs, net of current portion	436	2,842
Investment in non-affiliate	2,000
Deferred transaction costs		5,765
Property and equipment, net	1,489	1,975
Intangible assets, net	6,942	4,226
Goodwill	1,156	1,156
Other long-term assets	674	18
Total assets	61,174	30,536
Current liabilities:
Accounts payable	2,982	5,916
Accrued liabilities	4,356	6,215
Financing obligations, current	6,786	8,840
Term loans, current		25,443
Convertible promissory notes and embedded warrants, current		89,663
Deferred revenue, current	3,533	10,532
Total current liabilities	17,657	146,609
Term loans, noncurrent	52,022
PPP loans		2,000
Warrant liabilities	2,362	4,149
Deferred revenue, net of current portion	609	237
Other long-term liabilities	748
Total liabilities	73,398	152,995
Commitments and Contingencies (Refer to Note 8)
Stockholders’ deficit:
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of December 31, 2022 and June 30, 2022, respectively; no shares issued and outstanding as of December 31, 2022 and June 30, 2022 respectively
Common stock, $0.0001 par value-180,000,000 shares authorized as of December 31, 2022 and June 30, 2022, and 51,231,608 and 27,974,439 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively	5	3
Additional paid-in capital	170,794	78,321
Accumulated deficit	(183,023)	(200,783)
Total stockholders’ deficit	(12,224)	(122,459)
Total liabilities and stockholders’ deficit	$ 61,174	$ 30,536

Financing Obligations (Tables)

6 Months Ended

Dec. 31, 2022

Financing Obligation [Abstract]

Schedule of financing obligations net of discounts consist

	As of December 31, 2022			As of June 30, 2022
Receivable financing facility	$	4,628		$	5,911
Equipment financing facility		2,158			2,929
Total financing obligations		6,786			8,840
Less: financing obligations, current		(6,786	)		(8,840	)
Total financing obligations, noncurrent	$	—		$	—

Summary of Business and Significant Accounting Policies (Details) - Schedule of largest restaurant logos - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total Customer	$ 96	$ 89	$ 97	$ 94
Customer A [Member]
Segment Reporting Information [Line Items]
Total Customer	60	49	60	52
Customer B [Member]
Segment Reporting Information [Line Items]
Total Customer	22	24	23	25
Customer C [Member]
Segment Reporting Information [Line Items]
Total Customer	$ 14	$ 16	$ 14	$ 17

Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes - Fair Value, Inputs, Level 3 [Member] $ in Thousands	Jun. 30, 2022 USD ($)
Carrying Amount [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	$ 51,816
Total	51,816
Amount Charged to Earnings [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	37,847
Total	37,847
Fair Value [Member]
Fair Value Measurements (Details) - Schedule of fair value of Level 3 convertible promissory notes [Line Items]
Convertible promissory notes and embedded warrants	89,663
Total	$ 89,663

Net Income (Loss) Per Share (Details) - shares	3 Months Ended	6 Months Ended
Net Income (Loss) Per Share (Details) - shares	Dec. 31, 2022	Dec. 31, 2022
Earnings Per Share [Abstract]
Weighted average shares of common stock		10,129,619
Weighted average RSUs shares	1,803,098	987,782
Options to purchase		300,376
Weighted average earnout shares	15,000,000	8,315,217

Document And Entity Information	6 Months Ended
Document And Entity Information	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	PRESTO AUTOMATION INC.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001822145
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	94070

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 7,352	$ 7,696	$ 14,709	$ 14,925
Cost of revenue
Total cost of revenue	7,343	6,484	14,267	13,306
Gross profit	9	1,212	442	1,619
Operating expenses:
Research and development	5,112	3,805	11,381	7,806
Sales and marketing	2,227	1,651	4,626	2,825
General and administrative	6,276	2,158	12,200	4,132
Loss on infrequent product repairs		28		463
Total operating expenses	13,615	7,642	28,207	15,226
Loss from operations	(13,606)	(6,430)	(27,765)	(13,607)
Change in fair value of warrants and convertible promissory notes	(378)	(16,196)	59,444	(29,770)
Interest expense	(3,030)	(868)	(6,406)	(2,256)
Loss on extinguishment of debt and financing obligations	(337)		(8,095)
Other financing and financial instrument (costs) income, net			(1,768)
Other income, net	327	11	2,355	2,641
Total other income (expense), net	(3,418)	(17,053)	45,530	(29,385)
Income (loss) before provision for income taxes	(17,024)	(23,483)	17,765	(42,992)
Provision for income taxes	5	24	5	24
Net income (loss) and comprehensive income (loss)	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.44	$ (1.58)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.35	$ (1.58)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in Shares)	50,998,941	27,211,309	40,475,200	27,157,425
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in Shares)	50,998,941	27,211,309	50,775,172	27,157,425
Platform
Revenue
Total revenue	$ 4,131	$ 5,134	$ 8,529	$ 9,671
Cost of revenue
Total cost of revenue	4,219	3,793	8,208	7,815
Transaction
Revenue
Total revenue	3,221	2,562	6,180	5,254
Cost of revenue
Total cost of revenue	2,833	2,230	5,477	4,564
Depreciation and impairment
Cost of revenue
Total cost of revenue	$ 291	$ 461	$ 582	$ 927

Net Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to common stockholders, basic (in Dollars)	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic	50,998,941	27,211,309	40,475,200	27,157,425
Add: Weighted average dilutive effect of stock options, RSUs and warrants			10,299,972
Weighted average shares outstanding – diluted	50,998,941	27,211,309	50,775,172	27,157,425
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.44	$ (1.58)
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)	$ (0.86)	$ 0.35	$ (1.58)

- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(20))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-03(13))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868656-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

+ Details

- Definition

The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-03(13))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868656-224227

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

+ Details

Leases (Details) - USD ($)		3 Months Ended		6 Months Ended
Leases (Details) - USD ($)	Jul. 01, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use asset		$ 656,000		$ 656,000
Operating lease liability	$ 516,000	665,000		665,000
Accrued liabilities		345,000		345,000
Other long-term liabilities		320		320
Operating lease costs		119,000		215,000
Variable operating lease costs		$ 35,000		50,000
Operating leases	$ 516,000
Non-cancelable operating lease				$ 308,000
Rent expense			$ 92,000		$ 200,000

Stockholders’ Deficit (Details) - Schedule of shares of common stock reserved for future issuance	6 Months Ended
	Dec. 31, 2022 shares
Schedule of Shares of Common Stock Reserved For Future Issuance [Abstract]
Warrants to purchase common stock	18,415,453
Common stock options and RSUs	12,756,522
Equity awards available for future grants	4,617,400
Earnout shares	15,000,000
Total common stock reserved for future issuance	50,789,375

Debt Arrangements (Tables)

6 Months Ended

Dec. 31, 2022

Debt Arrangements [Abstract]

Schedule of outstanding debt and net of debt discounts

	As of December 31, 2022		As of June 30, 2022
Convertible promissory notes	$	—	$	89,663
Term loans		52,022		25,443
PPP Loan		—		2,000
Total debt		52,022		117,106
Less: debt, current		—		(115,106	)
Total debt, noncurrent	$	52,022	$	2,000

Schedule of future principal payments on debt

	As of December 31, 2022
2023 (remaining)	$	—
2024		—
2025		55,000
Total future payments on debt obligations	$	55,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Consolidated Balance Sheet Components (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Accrued Liabilities [Abstract]
Accrued expenses	$ 1,156	$ 2,176
Accrued vacation	943	874
Accrued payroll	670	1,686
Operating lease liability, current	345
Accrued interest	222	402
Accrued repair cost (Refer to Note 8)	194	724
Accrued sales tax	112	86
Accrued other	714	267
Total accrued liabilities	$ 4,356	$ 6,215

Revenue (Details) - Schedule of deferred revenue - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Deferred Revenue [Abstract]
Deferred revenue, beginning of year	$ 10,769	$ 25,623
Additions	1,348	753
Revenue recognized	(7,975)	(8,057)
Deferred revenue, end of period	$ 4,142	$ 18,319

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Refurbish customer tablets		$ 241	$ 1,357	$ 899	$ 1,974
Accrued liabilities	$ 724	$ 194		$ 194
Repair and replacement expenses			$ 28		$ 463
Damages related to the company’s loss	$ 11,304

Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	31,054,498	20,290,622	10,328,311	20,118,787
Stock options and RSUs [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	12,904,421	12,094,129	198,692	12,107,168
Convertible notes [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share		4,632,311		4,491,455
Common stock warrants [Member]
Net Income (Loss) Per Share (Details) - Schedule of net loss per share attributable to common stockholders [Line Items]
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	18,150,077	3,564,182	10,129,619	3,520,164

Stockholders’ Deficit

6 Months Ended

Dec. 31, 2022

Stockholders’ Deficit [Abstract]

Stockholders’ Deficit

9. Stockholders’ Deficit

Effective with the closing of the Merger the Company restated its articles of incorporation. Under the amended and restated articles of incorporation the Company is authorized to issue 180,000,000 shares of common stock and 1,500,000 shares of preferred stock. The holders of common stock shall have the right to one vote for each share of common stock held. The holders of non-voting common stock do not have the right to vote on any matter.

On September 15, 2022, the Company (then Legacy Presto), received an equity investment of $1,000 from an investor in exchange for 133,333 shares in the Company. Further, such investor held a significant portion of outstanding convertible notes on the date the investment was made. The Company recorded the proceeds received as an increase to additional paid-in capital.

On September 21, 2022, in connection with the closing of the Merger, Ventoux and Legacy Presto and a proposed convertible note lender (“Silver Rock”) agreed to terminate the proposed amended and restated convertible note subscription agreement, dated July 25, 2022, which was to be funded at the closing of the Merger. Pursuant to the termination agreement, Silver Rock agreed to the termination in exchange for 400,000 shares of common stock of Legacy Presto which were converted into 322,868 shares of Company common stock pursuant to the terms of the Merger Agreement. The share transfer was determined to be termination fee valued at $1,646 recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss), with an offsetting increase to additional paid-in capital. The Company also agreed to

pay certain expenses of Silver Rock in the amount of $531 which is recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss). In addition to the consideration transferred directly by the Company, 500,000 warrants to purchase common stock, held by the Sponsors, were transferred to Silver Rock. The substance of the warrant transfer by the Sponsor to Silver Rock under the termination agreement was such that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to Silver Rock in exchange for termination of the convertible note agreement. Accordingly, the Company recorded the transaction as an other financing cost of $766 within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss) with an offsetting increase to additional paid-in capital for the contribution.

The Company has the following shares of common stock reserved for future issuance:

		As of December 31, 2022
Warrants to purchase common stock		18,415,453
Common stock options and RSUs		12,756,522
Equity awards available for future grants		4,617,400
Earnout shares		15,000,000
		50,789,375

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Financing Obligations (Details) - Schedule of financing obligations net of discounts consist - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Schedule of Financing Obligations Net of Discounts Consist [Abstract]
Receivable financing facility	$ 4,628	$ 5,911
Equipment financing facility	2,158	2,929
Total financing obligations	6,786	8,840
Less: financing obligations, current	(6,786)	(8,840)
Total financing obligations, noncurrent

Stockholders’ Deficit (Details) $ in Thousands		1 Months Ended	6 Months Ended
Stockholders’ Deficit (Details) $ in Thousands	Oct. 15, 2022 USD ($) shares	Sep. 21, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Jun. 30, 2022 shares
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized			180,000,000		180,000,000
Preferred stock shares authorized			1,500,000		1,500,000
Voting rights			1
Proceeds from the issuance of common stock (in Dollars) \| $	$ 1,000		$ 1,000
Issuance of common stock	133,333
Shares held by investor		400,000
Warrant to purchase shares			18,415,453
SilverRockMember
Stockholders’ Deficit (Details) [Line Items]
Issuance of common stock		322,868
Termination fee (in Dollars) \| $		$ 1,646
Expenses agreed to pay (in Dollars) \| $			$ 531
Warrant to purchase shares			500,000
Other financing cost (in Dollars) \| $			$ 766

Revenue (Tables)

6 Months Ended

Dec. 31, 2022

Revenue Disclosure Text Block [Abstract]

Schedule of deferred revenue

	Deferred Revenue
Balance as of June 30, 2021	$	25,623
Additions		753
Revenue recognized		(8,057	)
Balance as of December 31, 2021	$	18,319

	Deferred Revenue
Balance as of June 30, 2022	$	10,769
Additions		1,348
Revenue recognized		(7,975	)
Balance as of December 31, 2022	$	4,142

Summary of Business and Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2022

Summary of Business and Significant Accounting Policies [Abstract]

Schedule of Trust and PIPE, net of fees and expenses

	Net Cash
Cash-Ventoux Trust and working capital cash	$	9,584
Cash-PIPE investment		55,400
Less: transaction costs and other payments(1)		(15,144	)
Total	$	49,840

Schedule of largest restaurant logos

	Three months ended December 31,				Six months ended December 31,
	2022		2021		2022		2021
Customer A	60	%	49	%	60	%	52	%
Customer B	22	%	24	%	23	%	25	%
Customer C(1)	14	%	16	%	14	%	17	%
	96	%	89	%	97	%	94	%

Schedule of aggregated as a single customer for reporting purposes

	As of December 31, 2022		As of June 30, 2022
Customer A	33	%	31	%
Customer B	14	%	41	%
Customer C(1)	15	%	—	%
Customer D	25	%	11	%
	87	%	83	%

Fair Value Measurements (Details) - Schedule of weighted-average assumptions made in estimating the fair value	Dec. 31, 2022	Sep. 21, 2022
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	73.3	76.2
Expected term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	4.7	5
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unvested founder share liability, measurement input	3.9	3.7

Leases (Details) - Schedule of company’s non-cancelable operating leases $ in Thousands	Dec. 31, 2022 USD ($)
Schedule Of Company SNon Cancelable Operating Leases Abstract
Remainder of 2023	$ 218
2024	404
2025	143
Gross lease payments	765
Less: imputed interest	(100)
Present value of net future minimum lease payments	$ 665

Stock-Based Compensation

6 Months Ended

Dec. 31, 2022

Stock-Based Compensation [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

Stock-Based Compensation Plans

Prior to the Merger, the Company utilized the 2018 equity incentive plan (“2018 Plan”) which replaced the 2008 Stock Incentive Plan (“2008 Plan”). Effective with the Merger, the Board of Directors adopted the 2022 Incentive Award Plan (the “2022 Plan”). As of December 31, 2022, the number of shares of common stock reserved for future issuance under the 2022 Plan was 4,617,400. The Board of Directors may grant incentive and non-statutory stock options and restricted stock units (“RSUs”) to employees, outside directors, investors and consultants at an exercise price of not less than 100% of the fair market value, as determined by the Board of Directors, at the date of grant. Awards generally vest ratably over periods determined by the Board of Directors, generally 4 years, and expire no later than ten years from the date of grant. For options subject to the one-year cliff, the expense is recognized as 25% of the total option value, which is recognized on a straight-line basis over the first year and remaining option expense continues to be recognized straight-line as vesting occurs monthly thereafter.

In July 2022, the Company granted 836,657 RSUs to its employees and consultants that contain a service-based vesting condition and a performance-based vesting condition, with a grant date fair value of $8.26 per RSU. Such RSUs are in addition to the 350,426 of RSUs that were outstanding at June 30, 2022, which contain the same vesting conditions. The service-based vesting condition is generally satisfied by rendering continuous service for 5 years, with 20% vesting each year. The performance-based vesting condition is satisfied in connection with an initial public offering or a change in control. However, the consummation of the deSPAC does not result in satisfaction of the performance condition. The Company did not record compensation expense during the six months ended December 31, 2022 related to these RSUs as achievement of the performance-based vesting condition was not deemed probable of occurring. As of December 31, 2022, $9,190 of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.5 years, subject to the performance-based vesting condition being satisfied or deemed probable at which point the Company will recognize a cumulative adjustment for the service condition satisfied at such point.

In September 2022, the Company granted 1,200,000 of RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs vested on September 30, 2022, 56.67% of the RSUs has, and shall continue to, vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third anniversary of the vesting commencement date. The Company recorded compensation expense during the three and six months ended December 31, 2022 related to the RSUs of $411 and $2,235, respectively. As of December 31, 2022, $3,238 of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 2.7 years. The RSUs time-based vesting would accelerate upon an acquisition of the Company. A deSPAC does not meet the definition of an acquisition as defined in the 2018 Plan.

During fiscal year 2021, the Company granted 600,752 performance-based options that contained a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied by rendering continuous service for 4 years after the performance-based vesting condition occurs. The performance-based vesting condition is satisfied in connection with a financing event or a public liquidity event for a first group of 300,376 options and in connection with a public liquidity event for a second group of 300,376 options. A financing event occurred as of June 30, 2021 that satisfied the performance-based vesting condition for the first group of 300,376 options. Effective with the closing of the Merger, the public liquidity event performance condition was achieved for the second group of 300,376 options. The Company recognized expense associated with these options in the amount of $49 and $76 for the three and six months ended December 31, 2022, respectively. Compensation costs attributable to such awards were insignificant during the three and six months ended December 31, 2021.

In the event of voluntary or involuntary termination of employment with the Company for any reason, with or without cause, all unvested options are forfeited and all vested options must be exercised within a 90-day period under the 2018 Plan and within a 30-day period under the 2008 Plan or they are forfeited.

The following summary of the equity incentive plan activity is shown collectively for the 2022 Plan, the 2018 Plan and the 2008 Plan:

	Number of Options Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance – June 30, 2022	13,845,291		$	0.59	6.66
Retrospective application of recapitalization	(2,631,676	)		0.14
Adjusted Balance – beginning of period	11,213,615			0.73	6.66
Exercised	(146,823	)		0.39
Forfeited and expired	(113,368	)		1.57
Balance – December 31, 2022	10,953,424			0.73	6.11
Vested and expected to vest at December 31, 2022	10,953,424			0.73	6.11	$	17,741
Exercisable at December 31, 2022	8,745,509			0.46	5.62		16,141

The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan:

	Number of Awards Outstanding		Weighted- Average Grant Date Fair Value
Unvested Balance – June 30, 2022	432,666		$	6.46
Retrospective application of recapitalization	(82,240	)		1.52
Adjusted, unvested balance – beginning of period	350,426			7.98
Granted	2,036,629			6.85
Vested	(488,660	)		4.56
Forfeited	(95,297	)		6.46
Unvested Balance – December 31, 2022	1,803,098			7.02

Stock-based Compensation Expense

Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees, by function is as follows:

	Three months ended December 31,				Six months ended December 31,
	2022		2021		2022		2021
Research and development	$	132	$	145	$	277	$	250
Sales and marketing		86		114		184		213
General and administrative		614		210		2,541		485
	$	832	$	469	$	3,002	$	948

Stock-based compensation allocated to cost of goods sold was not material for the three and six months ended December 31, 2022 and 2021. As of December 31, 2022, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $3,580, which is expected to be recognized over a weighted-average period of 2.6 years.

During the three and six months ended December 31, 2022 the Company recorded $1,696 and $1,874, respectively, of stock-based compensation expense associated with earnout shares granted to holders of common stock held by current employees and directors and holders of options and RSUs. No amounts were recorded during the three and six months ended December 31, 2021 associated with earnout shares. Refer to Note 1 for further discussion of compensation recorded related to earnout shares granted to holders of common stock, options and RSUs.

Employee Stock Purchase Plan

Effective with the closing of the Merger, the Company adopted and employee stock purchase plan (“ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated 6 month offering periods. At the end of each offering period, employees are able to purchase shares at the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of the offering period and (ii) 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the NASDAQ on such date.

There was no activity under the plan during the three and six months ended December 31, 2022.

Other Stock-based Compensation

In connection with the acquisition of CyborgOps (refer to Note 1), the Company issued 475,638 shares of common stock to former employees of CyborgOps who have continued employment with the Company, and are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. The shares vest in monthly increments over four years commencing on June 11, 2022. The fair value was determined to be $8.75 per share based on the acquisition date fair value. During the three and six months ended December 31, 2022, the Company recognized $264 and $528 of stock-based compensation expense related to these equity awards, respectively. As of December 31, 2022, unrecognized stock-based compensation expense associated with these equity awards was $3,525, which is expected to be recognized over a weighted-average period of 3.37 years.

Warrants

6 Months Ended

Dec. 31, 2022

Disclosure Of Warrants Abstract

Warrants

10. Warrants

Since inception, the Company has issued warrants in conjunction with various debt financings. The Company accounts for its warrants in accordance with ASC 815-40 as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants are classified as liabilities when there is variability in the number of shares, and when the variability is not related to an implicit or explicit input to the valuation of the Company. Liability-classified warrants are remeasured at each reporting date until settlement, with changes in the fair value recognized in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). Warrants that meet the fixed-for-fixed criteria or contain variability related to an implicit or explicit input to the valuation of the Company are classified as equity instruments. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.

During the period from June 30, 2022, through the date of the Merger, the Company had various warrant transactions:

• The issuance of 169,309 warrants to purchase common stock in conjunction with an amendment to the warrant agreement with Lago Loan, such amendment occurring in August of 2022.

• In September 2022, the holder of 141,970 warrants net exercised such warrants with the Company issuing 136,681 common shares to the holder.

• The issuance at the Merger date of 1,500,000 warrants to the Lenders to the Credit Agreement.

• With the Merger, the Company assumed 8,625,000 public warrants and 6,125,000 private warrants.

• With the consummation of the Merger and the repayment of the Horizon loan, 294,725 of previously liability classified warrants were reclassified to equity in the amount of $830.

The following tables represent the warrants on common stock outstanding:

	As of December 31, 2022
	Expiration date	Exercise Price		Number of Shares		Term (years)	Classification
Common	[C]	$	7.80	12,811		7	Equity
Common	[C]	$	7.80	41,636		7	Equity
Common	[C]	$	7.80	16,654		7	Equity
Common	March 2026	$	9.25	84,461		6.5	Liability
Common	June 2028	$	0.01	404,961	[E]	6.7	Equity
Common	[F]	$	0.37	178,395		10	Equity
Common	March 2026	$	0.37	57,952		10	Liability
Common	July 2027	$	9.25	86,532		6	Liability
Common	July 2027	$	0.37	402,679		6	Equity
Common	[A]	$	8.16	182,158		[A]	Equity
Common	January 2031	$	8.16	27,577		10	Liability
Common	[B]	$	6.53	294,725	[B]	10	Equity
Common	March 2032	$	8.16	374,912		10	Liability
Common	September 2027	$	11.50	1,500,000		5	Equity
Common	September 2027	$	8.21	8,625,000		5	Equity
Common	September 2027	$	11.50	6,125,000		5	Liability
Total				18,415,453

	As of June 30, 2022
	Expiration date	Exercise Price		Number of Shares		Term (years)	Classification
Common	[C]	$	7.80	12,811		7	Equity
Common	[C]	$	7.80	41,636		7	Equity
Common	[C]	$	7.80	16,654		7	Equity
Common	March 2026	$	9.25	84,461		10	Liability
Common	October 2027	$	0.37	141,970		10	Equity
Common	[D]	$	0.01	2,575,190		[D]	Liability
Common	June 2028	$	0.01	404,961	[E]	6.7	Equity
Common	March 2026	$	0.37	178,395		10	Equity
Common	March 2026	$	0.37	57,952		10	Liability
Common	July 2027	$	9.25	86,532		10	Liability
Common	July 2027	$	7.80	402,679		10	Liability
Common	[A]	$	8.16	182,158		[A]	Equity
Common	January 2031	$	8.16	27,577		10	Liability
Common	March 2031	$	6.53	294,725	[B]	10	Liability
Common	March 2032	$	8.16	205,602		10	Liability
Total				4,713,303

[A] — Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.

[B] — Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant intrinsic value of $1,925 over the exercise price of $6.53 per share as of December 31, 2022 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities.

[C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur.

[D] — Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger.

[E] — Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 265,376 and 321,943 remained contingent as of December 31, 2022 and June 30, 2022, respectively. Expense related to the cost these warrants being recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss).

[F] — Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.

Summary of Business and Significant Accounting Policies

6 Months Ended

Dec. 31, 2022

Summary of Business and Significant Accounting Policies [Abstract]

Summary of Business and Significant Accounting Policies

1. Summary of Business and Significant Accounting Policies

Description of Business

Presto Automation Inc. and its subsidiaries (together, “Presto” or the “Company”) is headquartered in San Carlos, California. Prior to the Merger (as defined below), the Company operated as E la Carte, Inc. (“Legacy Presto”). E la Carte, Inc. was incorporated in the State of Delaware in October 2008. In 2018, E la Carte, Inc. together with its subsidiary adopted “Presto” as its trade name or doing business as (“dba”) name. In February 2019, the Company formed Presto Technology, Inc. as a wholly owned subsidiary located in Ontario, Canada.

Merger with Ventoux CCM Acquisition Corp.

On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux” or “VTAQ”) and its subsidiaries, then a special purpose acquisition corporation, acquired Legacy Presto via a series of mergers, whereby Legacy Presto became a limited liability company and a wholly owned subsidiary of Ventoux (the “Merger”). Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and with the close of the Merger remained significant shareholders in the Company.

Trust Proceeds and PIPE Investment

Following the closing of the Ventoux’s initial public offering on December 30, 2020, $151,500 was placed in a trust account, (the “Trust”), for which various redemptions of amounts in the Trust were made up until the date of the Merger. On the closing date of the Merger, $9,498 of unredeemed funds were released to Ventoux from the Trust.

In connection with the execution of the Merger, Ventoux entered into separate subscription with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55,400, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger.

Upon consummation of the Merger, Presto received approximately $49,840 from the Trust and PIPE, net of transaction costs and other payments as set forth as follows:

	Net Cash
Cash-Ventoux Trust and working capital cash	$	9,584
Cash-PIPE investment		55,400
Less: transaction costs and other payments(1)		(15,144	)
Total	$	49,840

(1) Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger. As of December 31, 2022, all of the transaction costs incurred by Legacy Presto are paid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431.

Legacy Presto Convertible Promissory Notes and Equity and the Exchange

Immediately prior to the closing of the Merger, all convertible promissory notes were converted into Legacy Presto common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Presto were automatically converted into shares of Legacy Presto common stock, and all outstanding warrants for Legacy Presto shares were either exercised or exchanged into warrants of common stock of Presto. Upon the consummation of the Merger, each share of Legacy Presto common stock issued and outstanding was canceled and converted into the right to receive 0.8099 shares (the “Exchange Ratio”) of common stock of Ventoux. Further the outstanding equity awards (including warrant, stock option and RSU holders) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrant, stock option and RSU holders) in the Company.

Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards

Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows:

• 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“VWAP” as defined in the Business Combination Agreement) of Presto Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and

• an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days

The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity and are under ASC 815-40 are both (i) indexed to the Company’s own shares and (ii) meet the criteria for equity classification. The fair value of the earnout shares is determined based on “Level 3” inputs, due to a lack of market data over inputs such as the volatility and the time incurred to meet the minimum VWAP as discussed above. The earnout shares are measured at fair value using the Monte Carlo valuation model. The valuation model utilized various key assumptions, such as volatility, discount rate and time incurred to meet the minimum VWAP. The grant date fair value of each earnout share was $3.17. Of the 15,000,000 earn-out shares, 4,771,116 earnout shares were given to common stock, option and RSU holders that are held by current employees and directors are accounted for under ASC 718. During the period from the date of the Merger through December 31, 2022, the Company recorded stock-based compensation expense associated with earnouts in the amount of $1,874 to equity award holders who held awards associated with the Company’s equity incentive plan and to common stock holders held by current employees and directors, of which $1,267, $455, and $152 are recorded within general and administrative, research and development and sales and marketing expenses, respectively, on the condensed consolidated statement of operations and comprehensive income (loss). During the three months ended December 31, 2022, the Company recorded stock-based compensation expense associated with earnouts, to the same equity award holders as above, in the amount of $1,696, of which $1,135, $423, and $138 are recorded within general and administrative, research and development and sales and marketing expenses, respectively, on the condensed consolidated statement of operations and comprehensive income (loss).

As of December 31, 2022, unrecognized stock-based compensation expense is $12,221 which is expected to be recognized over a weighted-average period of 2.0 years. Unrecognized stock-based compensation expense for awards with a performance-based vesting condition that was not deemed probable to occur as of December 31, 2022 is $1,024 which is expected to time-vest over a remaining weighted-average period of 4.5 years, subject to the performance-based vesting condition being satisfied or deemed probable, at which point the Company will recognize a cumulative adjustment for the service condition satisfied at such point. As of December 31, 2022, 79,837 earnout

shares held by current employees and directors were forfeited. The Earnout shares given to common stockholders not held by current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid-in capital on its condensed consolidated balance sheet. As of December 31, 2022, all of the earnout shares remain unissued as the conditions to issuance have not been achieved.

Unvested Founder Share Arrangement with Founders

At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions:

(i) the first 25% of such unvested founder shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,

(ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,

(iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and

(iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date.

A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable unvested founder shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any unvested founder shares shall automatically vest. As of December 31, 2022, all of the unvested founder shares remain unvested as the vesting conditions have not been achieved.

The Company has concluded that the unvested founder shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly, such financial instruments are classified as liabilities. With the closing of the Merger, the Company recorded $1,588 within other long-term liabilities. During the period from the closing of the Merger until December 31, 2022 and the three months ended December 31, 2022, the Company recorded a gain on remeasurement of $1,160 and a loss on remeasurement of $15, respectively, which are included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss).

Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change its name from Ventoux CCM Acquisition Corp. to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 shares, of which 180,000,000 shares are designated as common stock, $0.0001 par value per share; and 1,500,000 shares designated preferred stock, $0.0001 par value per share. Immediately following the closing of the Merger, there were 50,639,837 shares of the Company’s common stock issued and outstanding and warrants to purchase 18,415,453 shares of the Company’s common stock outstanding.

The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in ASC 805, Business Combinations, Ventoux was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Presto having a majority of the voting power of the post-combination company, Presto’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Presto compared to Ventoux, and Presto’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Presto issuing stock for the net assets of Ventoux, accompanied by a recapitalization. Accordingly, all historical financial information presented

in the unaudited condensed consolidated financial statements represents the accounts of Presto and its wholly owned subsidiaries as if Legacy Presto is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger (0.8099 shares of Company common stock for every one share of Legacy Presto common stock).

Total net liabilities of Ventoux assumed by the Company was $9,768, which is inclusive of a liability for the private warrants of $9,389 but excludes the $55,400 in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company.

Cyborg Ops

As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps became due and payable resulting in an expense of $1,946, of which $1,878 and $68 has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1,070,000, (ii) the last day of the fiscal year following the fifth anniversary of the completion of Ventoux’s initial public offering, which occurred on December 30, 2020, (iii) the date on which the Company issued more than $1,000,000 in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of December 31, 2022, and its results of operations for the three and six months ended December 31, 2022 and 2021 and cash flows for the six months ended December 31, 2022, and 2021. The results for the three and six months ended December 31, 2022 and 2021, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.1 of the Current Report on Form 8-K as filed with the SEC

on December 16, 2022, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements.

Revision of Prior Financial Statements

For the three months ended September 30, 2022, platform revenue was overstated by $422 and platform cost of revenue was overstated by $422 as the Company recognized revenue generated from Customer D (refer to Concentration of Risks, Significant Customers and Investments section below) using the AI Platform on a gross basis in its condensed consolidated statement of operations. For the three and six months ended December 31, 2022, the Company determined revenue recognized from Customer D should be recognized on a net basis as the Company is the agent in this relationship between its hardware and software vendor and the customer (refer to Note 2) and accordingly, has reclassified the amounts recorded during the three months ended September 30, 2022 to correct this immaterial error in presentation. Further, certain costs incurred of $119 related to a vendor servicing the Company’s contract with Customer D were inappropriately recognized in research and development expense for the three months ended September 30, 2022.

Accordingly, the Company has reclassified the amounts recorded in research and development expense to platform cost of sales to correct this immaterial error in presentation.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses, and disclosures. Accordingly, actual amounts could differ from those estimates, and those differences could be material.

Uses of estimates include, but are not limited to, the collectability of accounts receivable, the useful lives of property and equipment and intangible assets, inventory valuation, the fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, earnout arrangements and unvested founder shares, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained.

Risk and Uncertainties

The Company is subject to a number of risks common to emerging, technology-based companies, including a limited operating history; dependence on key individuals; rapid technological changes; competition from substitute products and larger companies; the need for additional financing to fund future operations; and the successful development, marketing, and outsourced manufacturing of the Company’s products and services as well as the impact of the novel coronavirus disease (“COVID-19”) on the restaurant industry.

Impact of COVID-19

The Company was and is subject to risks and uncertainties because of the outbreak of COVID-19, declared to be a pandemic in March 2020. The Company first began to experience impacts from COVID-19 in March 2020, as federal, state and local governments reacted to the COVID-19 pandemic by encouraging or requiring social distancing, instituting shelter-in-place orders, and requiring, in varying degrees, reduced operating hours, restaurant dine-in and/or indoor dining limitations, capacity limitations or other restrictions that largely limited restaurants to off-premise sales (take-out and delivery) in the early stages of the pandemic.

Over the course of the pandemic, certain of these restrictions have been relaxed as incidents of infection from the initial outbreak declined, but many of the restrictions were reinstituted as incidents of infection surged. The degree and duration of restriction varied by individual geographic area. The extent of the continuing impact of the COVID-19 pandemic on the Company’s business remains highly uncertain and difficult to predict, as the operating status of restaurants remains fluid and subject to change as government authorities modify existing restrictions or implement new restrictions on restaurant operations in response to changes in the number of COVID-19 infections and the availability and acceptance of vaccines in their respective jurisdictions. Additionally, economies worldwide have been negatively impacted by the COVID-19 pandemic, which resulted in a global economic recession.

The Company has taken several actions to mitigate the effects of the COVID-19 pandemic on its operations and franchisees. In April 2020, the Company received a loan of approximately $2,599 under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), to assist with the economic hardships caused by the pandemic. In March 2021, the Company received a second loan of approximately $2,000 under the PPP. In August 2021, the Company was granted forgiveness of the first loan of approximately $2,599. In July 2022, the Company was granted forgiveness of the second loan of approximately $2,000. Refer to Note 7 for further details.

In the three and six months ended December 31, 2021, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID-19 related actions by its customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. To prevent disruption to customers’ businesses, the Company incurred losses on infrequent customer repairs of $28 and $463 for the three and six months ended December 31, 2021, respectively, for this issue. The Company has an outstanding claim to recover the costs from its third-party subcontractor who manufactures the hardware, for which the Company received a favorable arbitrator ruling in June 2022. Refer to Note 8 for further details.

The severity of the continued impact of the COVID-19 pandemic or similar pandemics in the future on the Company’s business will depend on a number of factors, including, but not limited to, how long the pandemic will last, whether/when recurrences of the virus may arise, what restrictions on in-restaurant dining may be enacted or re-enacted, the availability and acceptance of vaccines, the timing, and extent of customer re-engagement with its brands and, in general, what the short- and long-term impact on consumer discretionary spending the COVID-19 pandemic might have on the Company and the restaurant industry as a whole, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be impacted adversely by future dine-in restrictions and the failure of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by it and its franchisees. As such, the extent to which the COVID-19 pandemic may continue to materially impact the Company’s financial condition, liquidity, or results of operations remains highly uncertain.

Liquidity and Capital Resources

As of December 31, 2022 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $38,211 and $3,017, respectively, which were held for working capital purposes.

Since inception, the Company has financed its operations primarily through financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. The Company has incurred recurring operating losses since its inception, including operating losses of $27,765 and $13,607 for the six months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and June 30, 2022, respectively, the Company had an accumulated deficit of $183,023 and $200,783 and the Company expects to generate operating and net losses for the near term. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from customers. While the Company received net cash of $49,840 from the completion of the Merger and raised net cash proceeds

of $13,730 from the issuance of new debt and payment of certain legacy debt obligations, additional capital infusion will be necessary in order to fund currently anticipated expenditures, and to meet the Company’s obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, subscription renewal activity, billing frequency, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts.

The Company intends to secure additional fundings from either public or private financing sources, and these plans for additional financings are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Concentrations of Risks, Significant Customers and Investments

The Company’s financial instruments are exposed to concentrations of credit risk and consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings.

The following three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues:

	Three months ended December 31,				Six months ended December 31,
	2022		2021		2022		2021
Customer A	60	%	49	%	60	%	52	%
Customer B	22	%	24	%	23	%	25	%
Customer C(1)	14	%	16	%	14	%	17	%
	96	%	89	%	97	%	94	%

(1) The decrease in revenue is attributable to the customer relationship cancellation with certain franchisees within Customer C.

The following restaurant logos accounted for more than 10% of accounts receivable:

	As of December 31, 2022		As of June 30, 2022
Customer A	33	%	31	%
Customer B	14	%	41	%
Customer C(1)	15	%	—	%
Customer D	25	%	11	%
	87	%	83	%

(1) Customers with a dash accounted for less than 10% of accounts receivable at period end.

The Company is exposed to vendor concentration risk as it supplies tablets from one vendor and currently sources its hardware and software used in the AI Platform from one vendor. The Company’s operating results could be adversely affected should any of the following occur: the vendor used to supply tablets increases their prices or either vendor incurs disruptions in its supply of goods or services.

Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Co-CODMs are the Chief Executive Officer and the Chief Financial Officer, who review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment. The Company had interest income of $299 and $309 for the three and six months ended December 31, 2022. The Company had no interest income during the three and six months ended December 31, 2021.

The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States.

Investment in non-affiliate

Investments in non-affiliates include equity security investments in third party entities without a readily determinable fair value in which the Company’s influence is deemed non-significant. Investments in non-affiliates are recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or observable price changes. Any impairments or observable price changes are reported in other income, net in the condensed consolidated statements of operations and comprehensive income (loss).

Leases

The Company leases real estate facilities under a non-cancelable operating lease with remaining lease terms of 6 months to 3 years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use.

The Company adopted ASU No. 2016-02, Leases (Topic 842) on July 1, 2022, using the modified retrospective approach

Upon adoption the Company recorded a right of use asset (“ROU”) and an operating lease liabilities. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease.

The operating lease liability is measured and recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term.

The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreement contains variable costs such as common area

maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes; lease expense from these leases are recognized on a straight-line basis over the lease term.

Revenue Recognition

During the three and six months ended December 31, 2022 and 2021, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and AI Platform products (“Platform revenue”), which includes hardware, hardware accessories, software and customer support and maintenance, and (2) Premium Content (gaming) and other revenue, which includes professional services (“Transaction revenue”).

Platform Revenue

The platform revenue stream is generated from fees charged to customers for access to the Company’s Presto Touch, which is recognized ratably. Part of the total contract value is due upon execution of the contract, and the remainder is due when the customer goes live. The contracts with customers are generally for a term ranging from 12 to 48 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the AI Platform (previously Voice and Vision) was not material for the three and six months ended December 31, 2022 and 2021. Such revenue generated from the AI Platform is inclusive of contra-revenue related to the fair value of the warrant treated as a reduction to the transaction price of an AI Platform customer of $409 and $615 for the three and six months ended December 31, 2022, respectively. For further details of the terms of the warrant, refer to Note 10.

The Company also maintains arrangements with certain customers whereby the Company leases the Presto Touch to its customer. Revenue associated with the lease is recognized on a straight-line basis as platform revenue over the lease term in the condensed consolidated statements of operations and comprehensive loss.

Transaction Revenue

Transaction revenue consists of a single performance obligation recognized at a point in time when the content is delivered and used. Transaction revenue is recognized on a gross basis as the Company is the principal in the relationship and the restaurant acts as a sales agent between the Company and the diner to upsell premium content purchases during the dining experience. The Company is the principal as the Company is the primary obligor responsible for fulfillment, the Company controls the gaming license and its accessibility and has influence in establishing the price charged to the diner. The portion of gaming service collections withheld by the restaurant for sales commission are recorded to transaction cost of revenues.

The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer — the Company enters into a master sales agreement (“MSA”) with the customer which is signed by both parties. The rights and obligations are outlined in the MSA and payment terms are clearly defined. The Company then enters into a license agreement, typically with each franchisee, which outlines the specified goods and services to be provided. The Company may also enter into separate gaming agreements with diners, whereby the customer agrees to pay for use of the premium content. Each MSA, in conjunction with a license agreement, and each gaming agreement, has commercial substance, whereby the Company is to provide products and services in exchange for payment, and collectability is probable.

• Identification of the performance obligations in the contract — The Company’s contracts with customers include promises to transfer multiple goods and services. For all arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In the Company’s assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

The Company identified the following performance obligations: for the MSAs and license agreements, 1) sales or leases of hardware, software-as-a-service (“Saas”) and maintenance as one combined performance obligation (“Presto Touch”) and for gaming agreements, 2) premium content, or gaming. Professional services were insignificant during the three and six months ended December 31, 2022 and 2021.

The Presto Touch is considered a single performance obligation because each element of the Presto Touch is interdependent and cannot function independently. The software and hardware for the Presto Touch represent one combined output and the customer cannot benefit from the use of one element without the other.

When the Company enters into gaming agreements, the Company’s Presto Touch includes the capability of providing entertainment services, designed (either on its own or through other subcontractors) and provided by the Company via internet, that can be purchased by diners. The games are only accessible over the internet, and upon the diner making the decision to pay for the content, the diner receives the right to access the game on the Presto Touch. Gaming fees are usage based through the diner’s use of the device and stipulated in a separate contract with the diner. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the diner and remitted back to the Company, net of commissions paid to the restaurant as the sales agent. Premium content revenue, or gaming revenue, is therefore one performance obligation.

• Determination of the transaction price — the Company’s MSAs stipulate the terms and conditions, and separate license agreements dictate the transaction price, and typically outlines as a price per store location or price per number of Presto Touches used. The transaction price is generally a fixed fee, with a portion due upfront upon signing of the contract and the remainder due upon installation of the Presto Touch. The transaction price for transaction revenue is a fixed fee charged per game. The Company occasionally provides consideration payable to a customer, which is recorded as a capitalized asset upon payment and included as part of deferred costs and amortized as contra-revenue over the expected customer life.

• Allocation of the transaction price to the performance obligations in the contract — As the Presto Touch is one combined performance obligation, no reallocation of the contract price is required. The Company’s premium content contract is comprised of one performance obligation and does not require reallocation of the contract price.

• Recognition of revenue when, or as, the Company satisfies a performance obligation — As the customer simultaneously receives and consumes the benefits provided by the Company through continuous access to its SaaS platform, revenue from the Presto Touch is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. Transaction revenue does not meet the criteria for ratable recognition and is recognized at a point in time when the gaming service is provided.

Net Income (Loss) Per Share

The Company computes net income (loss) per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share. Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the if-converted method; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation.

Recently Adopted Accounting Standards

In February 2016, the FASB issued Topic 842 which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet. The Company adopted the standard as of July 1, 2022, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC Topic 840, Leases, including disclosure requirements, in the comparative periods presented. The Company elected certain practical expedients, including the option not to apply lease recognition for short-term leases; an election to not separate lease from non-lease components; and a package of practical expedients such that, upon the initial adoption of Topic 842, the Company did not reassess whether expired or existing contracts contain leases, nor did the Company reassess the lease classification for expired or existing leases. The Company did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of ROU assets.

The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $510 and $516, respectively, as of July 1, 2022. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and comprehensive income (loss) and the accompanying condensed consolidated statements of cash flows.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. The standard is effective for the Company beginning in fiscal year 2023 and interim periods in the following years. Most amendments within this guidance are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this guidance on July 1, 2022 and it did not have a material impact at the time of adoption on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The standard is effective for the Company beginning in fiscal year 2023 and interim periods within that year. We adopted this guidance on July 1, 2022 and it did not have a material impact at the time of adoption on our condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Topic 326: Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. Entities will apply the standard’s provisions as a cumulative effect adjustment

to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The FASB subsequently issued ASU 2018-19, ASU 2019-04, and ASU 2019-10, which clarified the implementation guidance and effective date of Topic 326. Topic 326 is effective for the Company beginning fiscal year 2024. The Company is currently evaluating the impact of the adoption of this standard on the Company’s condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020 06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity, which simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. The standard also simplifies guidance in Topic 815-40 by removing certain criteria that must be satisfied in order to classify a contract as equity and revises the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments. The standard is effective for the Company beginning in fiscal year 2025. The Company is currently evaluating the impact of the adoption of this standard on the Company’s condensed consolidated financial statements.

In March 2020 with an update in January 2021, the FASB issued ASU 2020 04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021 01, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions for applying current U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance can be adopted immediately and is applicable to contracts entered into on or before December 31, 2022. The Company is currently evaluating its contracts that reference LIBOR and the potential effects of adopting this new guidance but does not expect this standard to have a material effect. The Company does not intend to adopt the standard early.

Stockholders’ Deficit (Tables)

6 Months Ended

Dec. 31, 2022

Stockholders’ Deficit [Abstract]

Schedule of shares of common stock reserved for future issuance

		As of December 31, 2022
Warrants to purchase common stock		18,415,453
Common stock options and RSUs		12,756,522
Equity awards available for future grants		4,617,400
Earnout shares		15,000,000
		50,789,375

Debt Arrangements (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
Debt Arrangements (Details) - USD ($) $ in Thousands	Sep. 21, 2022	Aug. 04, 2022	Jun. 30, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 11, 2022	Mar. 04, 2021	Apr. 30, 2020
Debt Arrangements (Details) [Line Items]
Convertible promissory notes			$ 89,663
Warrant conversion shares of common stock (in Shares)			8,147,938
Fair value			$ 41,392
Remeasurement of Fair value			$ 48,271				$ 15
Additional paid in capital							$ 41,392
Convertible promissory notes								$ 500
Company recorded losses						$ 16,196		29,770
Loan amount				$ 2,000						$ 15,000
Interest rate	100.00%				50.00%		50.00%			6.50%
Cash disbursement	$ 17,012
Repayment of cash	15,000
Interest expense	649
Loss on extinguishment	$ 1,737	$ 6,022
Interest bears									$ 12,600
bears interest									12.00%
Maturity date									Apr. 01, 2023
Purchase of common stock (in Shares)							205,602
Additional loan amount		$ 5,250
Warrants to purchase common stock (in Shares)		169,310
Credit agreement interest rate	15.00%
Credit agreement description							The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant and maximum net leverage ratio of 1.20 to 1.00.
Outstanding payment obligation							5.00%
Warrants to purchase common stock (in Shares)							1,500,000
Additional paid in capital							$ 2,076
Sponsor shares (in Shares)					600,000		600,000
Debt issuance costs					$ 2,779		$ 2,779
Professional services							1,006
Interest expense amounts					2,085		2,314
Amortization of debt discounts					523		579
Term loans non current					52,022		52,022
Principal balance					55,000		55,000
Interest accrual							2,314
Un amortized debt issuance expense					$ 5,292		$ 5,292
Loan amount											$ 2,599
Loans received				$ 4,599
Mortgage interest percentage							60.00%
Minimum [Member]
Debt Arrangements (Details) [Line Items]
bears interest									1.00%
Maximum [Member]
Debt Arrangements (Details) [Line Items]
bears interest									2.00%
Credit Agreement [Member]
Debt Arrangements (Details) [Line Items]
Cash disbursement	$ 22,351
Repayment of cash	17,850
Loss on extinguishment	55,000
Interest expense	130
Cash paid to prepayment	$ 4,371
First PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income								$ 2,599
Second PPP loan [Member]
Debt Arrangements (Details) [Line Items]
Loan of recognized income							$ 2,000

Net Income (Loss) Per Share (Tables)

6 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted net income (loss) per share

	Three months ended December 31,						Six months ended December 31,
	2022			2021			2022		2021
Numerator:
Net income (loss) attributable to common stockholders, basic and diluted	$	(17,029	)	$	(23,507	)	$	17,760	$	(43,016	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic		50,998,941			27,211,309			40,475,200		27,157,425
Add: Weighted average dilutive effect of stock options, RSUs and warrants		—			—			10,299,972		—
Weighted average shares outstanding – diluted		50,998,941			27,211,309			50,775,172		27,157,425
Net income (loss) per share attributable to common stockholders, basic	$	(0.33	)	$	(0.86	)	$	0.44	$	(1.58	)
Net income (loss) per share attributable to common stockholders, diluted	$	(0.33	)	$	(0.86	)	$	0.35	$	(1.58	)

Schedule of net loss per share attributable to common stockholders

	Three months ended December 31,		Six Months Ended December 31,
	2022	2021	2022	2021
Stock options and RSUs	12,904,421	12,094,129	198,692	12,107,168
Convertible notes	—	4,632,311	—	4,491,455
Common stock warrants	18,150,077	3,564,182	10,129,619	3,520,164
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	31,054,498	20,290,622	10,328,311	20,118,787

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Aug. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Warrants (Details) [Line Items]
Issuance of warrants	169,309
Warrants net exercised		18,415,453		4,713,303
Common stock, shares issued			136,681
Credit agreement		1,500,000
Warrants net exercised		600,000
Warrants Equity Amount (in Dollars)		$ 830
Aggregate warrant intrinsic value (in Dollars)		$ 1,925
Warrant exercise price (in Dollars per share)		$ 6,530
Expire term		10 years
Warrants issued		404,961
Minimum [Member]
Warrants (Details) [Line Items]
Expire term		5 years
Maximum [Member]
Warrants (Details) [Line Items]
Expire term		1 year
Warrant [Member]
Warrants (Details) [Line Items]
Warrants net exercised			141,970
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants net exercised		8,625,000
Private Warrants [Members]
Warrants (Details) [Line Items]
Warrants net exercised		6,125,000
IPO [Member]
Warrants (Details) [Line Items]
Expire term		10 years
Issuance term		5 years
Horizon Loans [Member]
Warrants (Details) [Line Items]
Warrants net exercised		294,725
Common Warrants Seven [Member]
Warrants (Details) [Line Items]
Number of contingent warrants outstanding		265,376		321,943

Warrants (Details) - Schedule of warrants on common stock outstanding - $ / shares

Dec. 31, 2022

Jun. 30, 2022

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Number of Shares

18,415,453

4,713,303

Term (years)

10 years

Common [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

^[1]

$ 7.8

12,811

7 years

Equity

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

^[1]

$ 7.8

41,636

7 years

Equity

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

^[1]

$ 7.8

16,654

7 years

Equity

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

March 2026

$ 9.25

84,461

6 years 6 months

10 years

Classification

Liability

Common 4 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

June 2028

October 2027

Exercise Price

$ 0.01

$ 0.37

Number of Shares

404,961

^[2]

141,970

Term (years)

6 years 8 months 12 days

10 years

Classification

Equity

Common 5 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

^[3]

^[4]

Exercise Price

$ 0.37

$ 0.01

Number of Shares

178,395

2,575,190

Term (years)

10 years

^[4]

Classification

Equity

Liability

Common 6 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

March 2026

June 2028

Exercise Price

$ 0.37

$ 0.01

Number of Shares

57,952

404,961

^[2]

Term (years)

10 years

6 years 8 months 12 days

Classification

Liability

Equity

Common 7 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

July 2027

March 2026

Exercise Price

$ 9.25

$ 0.37

Number of Shares

86,532

178,395

Term (years)

6 years

10 years

Classification

Liability

Equity

Common 8 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

July 2027

March 2026

Exercise Price

$ 0.37

Number of Shares

402,679

57,952

Term (years)

6 years

10 years

Classification

Equity

Liability

Common 9 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

^[5]

July 2027

Exercise Price

$ 8.16

$ 9.25

Number of Shares

182,158

86,532

Term (years)

^[5]

10 years

Classification

Equity

Liability

Common 10 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

January 2031

July 2027

Exercise Price

$ 8.16

$ 7.8

Number of Shares

27,577

402,679

Term (years)

10 years

Classification

Liability

Common 11 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

^[6]

^[5]

Exercise Price

$ 6.53

$ 8.16

Number of Shares

294,725

^[6]

182,158

Term (years)

10 years

^[5]

Classification

Equity

Common 12 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

March 2032

January 2031

Exercise Price

$ 8.16

Number of Shares

374,912

27,577

Term (years)

10 years

Classification

Liability

Common 13 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

September 2027

March 2031

Exercise Price

$ 11.5

$ 6.53

Number of Shares

1,500,000

294,725

^[6]

Term (years)

5 years

10 years

Classification

Equity

Liability

Common 14 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

Expiration date

September 2027

March 2032

Exercise Price

$ 8.21

$ 8.16

Number of Shares

8,625,000

205,602

Term (years)

5 years

10 years

Classification

Equity

Liability

Common 15 [Member]

Warrants (Details) - Schedule of warrants on common stock outstanding [Line Items]

September 2027

$ 11.5

6,125,000

5 years

Liability

[1]	Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur.
[2]	Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 265,376 and 321,943 remained contingent as of December 31, 2022 and June 30, 2022, respectively. Expense related to the cost these warrants being recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
[3]	Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.
[4]	Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger.
[5]	Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.
[6]	Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant intrinsic value of $1,925 over the exercise price of $6.53 per share as of December 31, 2022 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities.

Summary of Business and Significant Accounting Policies (Details) - Schedule of Trust and PIPE, net of fees and expenses
$ in Thousands

6 Months Ended

Dec. 31, 2022

USD ($)

Schedule Of Trust And Pipe Net Of Fees And Expenses Abstract

Cash-Ventoux Trust and working capital cash

$ 9,584

Cash-PIPE investment

55,400

Less: transaction costs and other payments(1)

(15,144)

^[1]

Total

$ 49,840

[1]

Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger. As of December 31, 2022, all of the transaction costs incurred by Legacy Presto are paid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431.

Consolidated Balance Sheet Components

6 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet Components [Abstract]

Consolidated Balance Sheet Components

4. Consolidated Balance Sheet Components

Inventories

Inventories consisted of the following:

	As of December 31, 2022		As of June 30, 2022
Finished goods	$	649	$	869
Total inventories	$	649	$	869

Investments in Non-Affiliates

In December 2022, the Company entered into a simple agreement for future equity (SAFE) with a non-affiliated entity, with the Company making a $2,000 investment in such entity. The non-affiliated entity is a closely held early stage technology company, focused on the research and development of voice-related AI products, which to date has been financed through equity and other SAFE investments. The Company’s investment was made to provide further financing to the non-affiliated entity’s research and development efforts. The investment does not provide for the voluntary right to redeem or automatic redemption on a stated date, nor does the Company have the right to voluntarily convert. Rather under a defined next financing, liquidity event, or dissolution conditions of the non-affiliated entity, the investment will either be converted into a future series of preferred stock of the issuer or may be redeemed for cash.

The Company has determined that the Company’s investment in the non-affiliate is an equity security, whereby such investment does not give the Company a controlling financial interest or significant influence over the investee. Further, the Company has determined that the Company’s investment in the non-affiliated entity represents an interest in a variable interest entity (“VIE”), for which the Company has determined it is not the primary beneficiary of such non-affiliated entity. Based on the Company’s knowledge and interaction with the non-affiliated entity, in the Company’s judgment, the activities that most significantly impact the non-affiliated entity’s economic performance are those related to the governance and management decisions regarding operations risk. The Company has determined

that it does not have the power to direct such activities, because it has no participation on the board of directors of the VIE or through other ways to influence such activities. Accordingly, the Company has accounted for the investment as a financial instrument without a readily determinable fair value. Such investment is recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the period ended December 31, 2022, no impairments or observable price changes were identified or recorded. The Company considers the cost of the investment to be the maximum exposure to loss as a result of its involvement with the non-affiliated entity.

Property and Equipment, net

Property and equipment, net consisted of the following:

	As of December 31, 2022			As of June 30, 2022
Tablets	$	5,726		$	5,663
Computer equipment		604			519
Software		4			562
Total property and equipment		6,334			6,744
Less: accumulated depreciation		(4,845	)		(4,769	)
Property and equipment, net	$	1,489		$	1,975

Depreciation expense was $324 and $642 for the three and six months ended December 31, 2022, respectively, and $498 and $1,004 for the three and six months ended December 31, 2021, respectively.

Intangible Assets, Net

Intangible assets, net consisted of the following:

	As of December 31, 2022			As of June 30, 2022
Capitalized software	$	5,993		$	3,135
Developed technology		1,300			1,300
Domain name		151			151
Intangible assets, gross		7,444			4,586
Less: accumulated amortization		(502	)		(360	)
Intangible assets, net	$	6,942		$	4,226

Intangible assets have weighted-average amortization periods as follows:

		Years
Capitalized software		4
Developed technology		4
Domain Name		15

Amortization expense of intangible assets was $88 and $203 for the three and six months ended December 31, 2022, respectively, and was $20 and $50 for the three and six months ended December 31, 2021, respectively. Within capitalized software as of December 31, 2022 and June 30, 2022, $5,673 and $2,786 are in-process capitalized software costs and accordingly, the amortization of such costs are excluded from the table below.

Total future amortization expense for intangible assets was estimated as follows:

Remainder of 2023	$	175
2024		350
2025		350
2026		323
2027		14
Thereafter		57
Total	$	1,269

Accrued Liabilities

Accrued liabilities consisted of the following:

	As of December 31, 2022		As of June 30, 2022
Accrued expenses	$	1,156	$	2,176
Accrued vacation		943		874
Accrued payroll		670		1,686
Operating lease liability, current		345		—
Accrued interest		222		402
Accrued repair cost (Refer to Note 8)		194		724
Accrued sales tax		112		86
Accrued other		714		267
Total accrued liabilities	$	4,356	$	6,215

Other Long-term Liabilities

Other long-term liabilities consisted of the following:

	As of December 31, 2022		As of June 30, 2022
Unvested founder shares liability	$	428	$	—
Operating lease liability, net of current portion		320		—
Total other long-term liabilities	$	748	$	—

Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods	9 Months Ended
	Sep. 30, 2022
Capitalized Software [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	4 years
Developed Technology [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	4 years
Domain Name [Member]
Consolidated Balance Sheet Components (Details) - Schedule of intangible assets have weighted-average amortization periods [Line Items]
Intangible assets have weighted-average amortization periods	15 years

Leases (Details) - Schedule of company’s operating lease
$ in Thousands

6 Months Ended

Dec. 31, 2022

USD ($)

Schedule Of Company SOperating Lease Abstract

Operating cash flows used for operating lease

$ 213

Operating lease liability arising from obtaining ROU asset

$ 665

^[1]

Weighted average remaining lease term

1 year 9 months 18 days

Weighted average discount rate

15.00%

[1]	Amount includes $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $308 related to the Company entering into a new non-cancelable operating lease agreement during the six months ending December 31, 2022.

Consolidated Balance Sheet Components (Details) - Schedule of inventories - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Inventories [Abstract]
Finished goods	$ 649	$ 869
Total inventories	$ 649	$ 869

Condensed Consolidated Statements Of Stockholders’ Equity Deficit (Unaudited) - USD ($) $ in Thousands	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2021	$ 28	$ 5	$ 74,417	$ (144,469)	$ (70,019)
Balance (in Shares) at Jun. 30, 2021	28,343,420	5,132,354
Retrospective application of recapitalization (Note 1)	$ (28)	$ (2)	30
Retrospective application of recapitalization (Note 1) (in Shares)	(28,343,420)	21,980,406
Adjusted balance, beginning of period		$ 3	74,447	(144,469)	(70,019)
Adjusted balance, beginning of period (in Shares)		27,112,760
Issuance of common stock upon exercise of stock options			58		58
Issuance of common stock upon exercise of stock options (in Shares)		147,864
Stock-based compensation (Note 11)			954		954
Net income				(43,016)	(43,016)
Balance at Dec. 31, 2021		$ 3	75,459	(187,485)	(112,023)
Balance (in Shares) at Dec. 31, 2021		27,260,624
Balance at Sep. 30, 2021	$ 28	$ 5	74,922	(163,978)	(89,023)
Balance (in Shares) at Sep. 30, 2021	28,343,420	5,211,270
Retrospective application of recapitalization (Note 1)	$ (28)	$ (2)	30
Retrospective application of recapitalization (Note 1) (in Shares)	(28,343,420)	21,980,406
Adjusted balance, beginning of period		$ 3	74,952	(163,978)	(89,023)
Adjusted balance, beginning of period (in Shares)		27,191,676
Issuance of common stock upon exercise of stock options			38		38
Issuance of common stock upon exercise of stock options (in Shares)		68,948
Stock-based compensation (Note 11)			469		469
Net income				(23,507)	(23,507)
Balance at Dec. 31, 2021		$ 3	75,459	(187,485)	(112,023)
Balance (in Shares) at Dec. 31, 2021		27,260,624
Balance at Jun. 30, 2022	$ 28	$ 6	78,290	(200,783)	(122,459)
Balance (in Shares) at Jun. 30, 2022	28,343,420	6,196,257
Retrospective application of recapitalization (Note 1)	$ (28)	$ (3)	31
Retrospective application of recapitalization (Note 1) (in Shares)	(28,343,420)	21,778,182
Adjusted balance, beginning of period		$ 3	78,321	(200,783)	(122,459)
Adjusted balance, beginning of period (in Shares)		27,974,439
Issuance of common stock upon exercise of stock options			60		60
Issuance of common stock upon exercise of stock options (in Shares)		146,823
Fair value of issued warrants on common stock			853		853
Issuance of common stock upon net exercise of warrants
Issuance of common stock upon net exercise of warrants (in Shares)		136,681
Issuance of common stock (Note 9)			1,000		1,000
Issuance of common stock (Note 9) (in Shares)		133,333
Issuance of common stock upon vesting of restricted stock units (Note 11)
Issuance of common stock upon vesting of restricted stock units (Note 11) (in Shares)		488,598
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 9)			2,412		2,412
Issuance of shares and transfer of warrants upon termination of convertible note agreement (Note 9) (in Shares)		323,968
Conversion of convertible notes into common stock (Note 7)		$ 1	41,391		41,392
Conversion of convertible notes into common stock (Note 7) (in Shares)		8,147,938
Warrants issued with Credit Agreement (Note 7)			2,076		2,076
Reclassification of liability classified warrants to equity (Note 10)			830		830
Contribution by shareholder in conjunction with Credit Agreement (Note 7)			2,779		2,779
Earnout shares stock-based compensation (Note 1)			1,874		1,874
Merger and PIPE Financing (Note 1)		$ 1	35,737		35,738
Merger and PIPE Financing (Note 1) (in Shares)		13,879,828
Stock-based compensation (Note 11)			3,461		3,461
Net income				17,760	17,760
Balance at Dec. 31, 2022		$ 5	170,794	(183,023)	(12,224)
Balance (in Shares) at Dec. 31, 2022		51,231,608
Balance at Sep. 30, 2022		$ 5	167,156	(165,994)	1,167
Balance (in Shares) at Sep. 30, 2022		51,039,859
Issuance of common stock upon exercise of stock options			24		24
Issuance of common stock upon exercise of stock options (in Shares)		103,111
Fair value of issued warrants on common stock			853		853
Issuance of common stock upon vesting of restricted stock units (Note 11)
Issuance of common stock upon vesting of restricted stock units (Note 11) (in Shares)		88,638
Earnout shares stock-based compensation (Note 1)			1,696		1,696
Stock-based compensation (Note 11)			1,065		1,065
Net income				(17,029)	(17,029)
Balance at Dec. 31, 2022		$ 5	$ 170,794	$ (183,023)	$ (12,224)
Balance (in Shares) at Dec. 31, 2022		51,231,608

Subsequent Events

6 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

On February 8, 2023, at the meeting of the Company’s board of directors, the following resolutions were approved:

• The Company extended the post-termination exercise period from ninety days to three years for certain vested stock options held by an executive officer who is departing from the Company.

• The Company waived the performance vesting conditions associated with RSUs granted to employees and consultants under the 2018 Plan. From the effective date of the board resolution, the affected RSUs vest solely based on the service condition associated with the RSUs.

The Company expects to record increased stock-based compensation expense, beginning in the third quarter of fiscal year 2023 attributable to the modifications to the stock options and RSUs, and any associated earnout compensation effects.

Debt Arrangements

6 Months Ended

Dec. 31, 2022

Debt Arrangements [Abstract]

Debt Arrangements

7. Debt Arrangements

The Company’s outstanding debt, net of debt discounts, consists of the following:

	As of December 31, 2022		As of June 30, 2022
Convertible promissory notes	$	—	$	89,663
Term loans		52,022		25,443
PPP Loan		—		2,000
Total debt		52,022		117,106
Less: debt, current		—		(115,106	)
Total debt, noncurrent	$	52,022	$	2,000

Convertible Promissory Notes

As of June 30, 2022, the Company had $89,663 of convertible notes outstanding to various investors, all of which were accounted for under the fair value option. In conjunction with the Merger all convertible promissory notes converted into shares of common stock. Further on the date of the Merger, certain convertible notes which were together with warrants also had the related warrants converted into shares of common stock. As a consequence of the note and warrant conversion, 8,147,938 shares of common stock were issued. Immediately prior to conversion, the convertible promissory notes were remeasured to the then fair value of $41,392, resulting in a gain on remeasurement of $48,271 which was recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022. As a consequence of the conversion, $41,392 was reclassified into additional paid-in capital. Accordingly, for the three months ended December 31, 2022, there we no remeasurement effects related to the convertible promissory notes, as such notes were longer outstanding during such three month period.

During the six months ended December 31, 2021 the Company issued $500 of convertible promissory notes. During the three and six months ended December 31, 2021, the Company recorded losses on remeasurement of $16,196 and $29,770, respectively, on all outstanding convertible promissory notes, which were recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss).

Term Loans

Horizon Term Loan

On March 4, 2021, the Company entered into a loan agreement (the “Horizon Loan”) with Horizon Technology Finance Corporation, which provided the Company with $15,000, bears interest at prime rate plus 6.5% per annum, and has a term of 54 months from each loan funding date. The Horizon Loan payment terms require repayment of accrued interest only on the outstanding principal amount over the first 24 payment dates and an equal payment of principal plus accrued interest on the next 30 payment dates identified in the notes applicable to the loan. The Company pledged certain assets against the Horizon Loan. The Horizon Loan contains financial covenants that require the maintenance of an unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. On March 11, 2022, the Company amended the Horizon Loan to shorten the total term to 24 months.

In connection with the entry into the Credit Agreement (defined below), on September 21, 2022 the Company repaid the Horizon Loan making a cash disbursement of $17,012, of which $15,000 was repayment of principal and $649 was payment of interest expense and accrued interest. Further on the date of the Merger, $1,737 was recorded as a loss on extinguishment of debt and financial obligations on the condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022.

Lago Term Loans

On March 11, 2022, the Company entered into a loan agreement (the “Lago Loan”) with Lago Innovation Fund I & II, LLC, which provided the Company with $12,600, bears interest at the greater of 12% plus the greater of 1% or 30 day LIBOR, bears 2% payable in kind interest, and matures on April 1, 2023. The Company pledged certain assets against the Lago Loan. The Lago Loan payment terms require repayment of accrued interest only on the outstanding principal over the first 12 payment dates and payment of principal plus remaining accrued interest on the last payment date identified in the notes applicable to the loan. The Company may prepay at any time for a fee, dependent on the time of prepayment. The Lago Loan contains financial covenants that require the maintenance of unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. The Company issued 205,602 warrants to purchase common stock with the Lago Loan. Refer to Note 10 for further details.

On August 4, 2022, the Company amended the Lago Loan which provided the Company with $5,250. Further, as part of the amendment to the Lago Loan, the Company issued an additional 169,310 warrants to purchase common stock with the additional tranche. The Company determined that the amendment with the lender should be accounted for as an extinguishment and recorded as a loss on extinguishment of debt and financial obligations of $6,022 on its condensed consolidated statement of operations and comprehensive income (loss) for the six months ended December 31, 2022.

In connection with the entry into the Credit Agreement (defined below) on September 21, 2022, the Company repaid all outstanding loans by making a cash disbursement of $22,351, of which $17,850 was repayment of principal and $130 was payment of payable in kind interest. Further $4,371 of cash was paid related to prepayment and other penalties.

Credit Agreement

On September 21, 2022, in connection with the consummation of the Merger, the Company entered into a Credit Agreement (the “Credit Agreement”) with the subsidiary guarantors party thereto, Metropolitan Partners Group Administration, LLC, as administrative, payment and collateral agent (the “Agent”), the lenders (“Lenders”) and other parties party thereto, pursuant to which the Lenders extended term loans having an aggregate original principal amount of $55,000 (the “Term Loans”).

The Term Loans were borrowed in full on September 21, 2022. Amounts outstanding under the Credit Agreement will incur interest at the rate of 15% per annum. During the first 18 months following the closing date, the Company may elect to pay a portion of the accrued and unpaid interest by capitalizing the amount of such interest on a monthly basis and adding the same to the principal balance of the Term Loans, after which such capitalized interest shall accrue interest at the interest rate and otherwise constitute principal under the Term Loan (“PIK Interest”). With respect to interest accruing during the first six months after the closing date, the Company may elect for 100% of the interest payment to be capitalized as PIK Interest on a monthly basis. With respect to interest accruing after the six month anniversary of the closing date, but before the 18 month anniversary of the closing date, the Company may elect for 50% of the interest payment to be capitalized as PIK Interest on a monthly basis. The Term Loans mature on March 21, 2025.

The Term Loans may be prepaid by the Company; however, any voluntary or mandatory prepayment made prior to the 18 month anniversary of the closing date must be accompanied by payment of a make whole premium equal to the interest and fees that would have accrued on the aggregate principal amount of the Term Loans (including any interest that could have been capitalized as PIK Interest during such period) from the date of payment through the 18 month anniversary of the closing date. The Term Loans may not be reborrowed once repaid. The Company is required to pay the Agent certain upfront fees and administrative fees in connection with the Term Loans. The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets.

The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant and maximum net leverage ratio of 1.20 to 1.00. The Credit Agreement also contains customary affirmative and restrictive covenants, including covenants regarding the incurrence of additional indebtedness or liens, investments, transactions with affiliates, delivery of financial statements, payment of taxes, maintenance of insurance, dispositions of property, mergers or acquisitions, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. The Credit Agreement also includes customary representations and warranties, events of default and termination provisions, upon which the Term Loans may be accelerated and the interest rate applicable to any outstanding payment obligations will increase by 5%. As of December 31, 2022, the Company was in compliance with all applicable covenants.

In conjunction with the Credit Agreement, the Company issued 1,500,000 warrants to purchase common stock to the Lenders. Such warrants were determined to be equity classified and the Company recorded the value associated with such warrants of $2,076 within additional paid in capital, with an offsetting debt discount being recorded. Refer to Note 10 for further details on the aforementioned warrants.

As a condition to entering into the Credit Agreement, the Sponsors agreed to transfer 600,000 Presto Automation Inc. shares to the Lender to the Credit Agreement. The share transfer by the Sponsor to the Lenders to the Credit Agreement was such that the substance of the transaction was that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to the Lenders as an incentive for the Lenders to enter into the Credit Agreement. Accordingly, the Company recorded the transaction as debt issuance costs discount of $2,779 in condensed consolidated balance sheet with an offsetting increase to additional paid-in capital for the contribution.

The Company incurred other debt issuance costs associated with professional services and fees paid to the lender of $1,006 in conjunction with the signing of the Credit Agreement which were recorded as a debt discount.

During the three and six months ended December 31, 2022, the Company recorded PIK interest expense amounts of $2,085 and $2,314, respectively, which has been reflected as an increase to the outstanding debt balance. Further, during the three and six months ended December 31, 2022 the Company recorded interest expense associated with the amortization of debt discounts of $523 and $579, respectively. Accordingly, as at December 31, 2022, the term loans, noncurrent balance of $52,022 reflects $55,000 of principal and $2,314 of PIK interest accrual, reduced by $5,292 of unamortized debt issuance costs. The Company had no outstanding amounts related to the Credit Agreement as of June 30, 2022.

Paycheck Protection Program Loans

In April 2020, we obtained a Paycheck Protection Program (“PPP”) loan for $2,599 through the U.S. Small Business Administration. In March 2021, a second PPP loan was obtained in the amount of $2,000, for a total of $4,599 received in PPP loans. The loans were to be fully forgiven if the funds received were used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. The Company utilized the funds for these purposes and applied for loan forgiveness of the PPP funds. The Company’s accounting policy provides that if the loans are forgiven, the forgiven loan balance will be recognized as income in the period of forgiveness. During the six months ended December 31, 2021, the Company received forgiveness of the first PPP loan of $2,599 and recognized income on forgiveness within other income, net. During the six months ended December 31, 2022, the Company received forgiveness of the second PPP loan of $2,000 and recognized income on forgiveness within other income, net.

	As of December 31, 2022
2023 (remaining)	$	—
2024		—
2025		55,000
Total future payments on debt obligations	$	55,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements (Tables)

6 Months Ended

Dec. 31, 2022

Fair Value Measurements [Abstract]

Schedule of financial instruments measured at fair value on a recurring basis

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	33,341	$	—	$	—	$	33,341
Total financial assets	$	33,341	$	—	$	—	$	33,341

Financial liabilities:
Unvested founder shares liability	$	—	$	—	$	428		428
Warrant liabilities		—		—		2,362		2,362
Total financial liabilities	$	—	$	—	$	2,790	$	2,790

	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Convertible promissory notes and embedded warrants	$	—	$	—	$	89,663	$	89,663
Warrant liabilities		—		—		4,149		4,149
Total financial liabilities	$	—	$	—	$	93,812	$	93,812

Schedule of weighted-average assumptions made in estimating the fair value

	As of December 31, 2022		As of Merger Date
Expected volatility	73.3	%	76.2	%
Expected term (in years)	4.7		5.0
Risk-free interest rate	3.9	%	3.7	%

Schedule of estimated the fair value of the convertible promissory notes

	As of June 30, 2022
	Next Financing – Private		Next Financing – Public		Change in Control		Maturity Date		Default
Probability of conversion	10.0	%	80.0	%	5.0	%	5.0	%	—
Expected term (in years)	0.3		0.2		0.2		0.3		—
Discount rate	16.5	%	16.5	%	16.5	%	—	%	—

	As of December 31, 2022			As of June 30, 2022
Risk-free interest rate		4.03	%		3.00	%
Expected term (in years)		5.09			5.93
Expected volatility		61.74	%		65.72	%
Expected dividend yield		—			—
Exercise price	$	10.40		$	7.48

Schedule of fair value of Level 3 convertible promissory notes

	As of June 30, 2022
	Carrying Amount		Amount Charged to Earnings		Fair Value
Convertible promissory notes and embedded warrants	$	51,816	$	37,847	$	89,663
Total	$	51,816	$	37,847	$	89,663

Schedule of fair value of the Company’s Level 3 liabilities

	Convertible Promissory Notes and Embedded Warrants		Warrant Liabilities		Unvested Founder Shares Liability
Balance at June 30, 2021	$	62,581	$	1,434	$	—
Issuance of convertible promissory notes		500		—		—
Change in fair value		26,909		2,768		—
Balance at December 31, 2021	$	89,990	$	4,202	$	—

	Convertible Promissory Notes and Embedded Warrants			Warrant Liabilities			Unvested Founder Shares Liability
Balance at June 30, 2022	$	89,663		$	4,149		$	—
Reclassification of liability classified warrants to equity		—			(830	)		—
Issuance of warrants		—			843			—
Recognition of warrants and unvested founder shares liabilities assumed upon Merger		—			9,388			1,588
Change in fair value		(48,271	)		(11,188	)		(1,160	)
Conversion of warrant liabilities and convertible promissory notes		(41,392	)		—			—
Balance at December 31, 2022	$	—		$	2,362		$	428

Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 6,334	$ 6,744
Less: accumulated depreciation	(4,845)	(4,769)
Property and equipment, net	1,489	1,975
Tablets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	5,726	5,663
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	604	519
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4	$ 562

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net income (loss)	$ 17,760	$ (43,016)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and impairment	845	1,053
Stock-based compensation	3,002	954
Earnout share stock-based compensation	1,874
Contra-revenue associated with warrant agreement (Refer to Note 2)	615
Noncash expense attributable to fair value liabilities assumed in Merger	34
Change in fair value of liability classified warrants	(11,188)	2,768
Change in fair value of warrants and convertible promissory notes	(48,271)	26,909
Amortization of debt discount and debt issuance costs	1,884	175
Loss on extinguishment of debt and financing obligations	8,095
Paid-in-kind interest expense	2,366
Share and warrant cost on termination of convertible note agreement	2,412
Forgiveness of PPP Loan	(2,000)	(2,599)
Change in fair value of unvested founder shares liability	(1,160)
Noncash lease expense	168
Loss on disposal off property and equipment	14
Changes in operating assets and liabilities:
Accounts receivable, net	(1,054)	(459)
Inventories	219	(321)
Deferred costs	6,308	5,958
Prepaid expenses and other current assets	(1,155)	599
Other long-term assets		(83)
Accounts payable	1,388	(4,777)
Vendor financing facility		(6,792)
Accrued liabilities	(2,090)	(2,656)
Deferred revenue	(6,627)	(7,305)
Other long-term liabilities		(699)
Net cash used in operating activities	(26,561)	(30,291)
Cash Flows from Investing Activities
Purchase of property and equipment	(171)	(109)
Payments relating to capitalized software	(2,459)	(787)
Investment in non-affiliate	(2,000)
Net cash used in investing activities	(4,630)	(896)
Cash Flows from Financing Activities
Proceeds from the exercise of common stock options	60	58
Proceeds from the issuance of term loans	60,250
Payment of debt issuance costs	(1,094)
Repayment of term loans	(32,980)
Payment of penalties and other costs on extinguishment of debt	(6,144)
Proceeds from issuance of convertible promissory notes and embedded warrants		500
Proceeds from issuance of financing obligations		439
Principal payments of financing obligations	(2,657)	(978)
Proceeds from the issuance of common stock	1,000
Contributions from Merger and PIPE financing, net of transaction costs and other payments	49,840
Payments of deferred transaction costs	(1,890)	(105)
Net cash provided (used in) by financing activities	66,385	(86)
Net increase (decrease) in cash and cash equivalents	35,194	(31,273)
Cash and cash equivalents at beginning of period	3,017	36,909
Cash and cash equivalents at end of period	38,211	5,636
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capitalization of stock-based compensation expense to capitalized software	459	9
Issuance of warrants (Refer to Note 2)	853
Capital contribution from shareholder in conjunction with Credit Agreement	2,779
Issuance of warrants in conjunction with Credit Agreement	2,076
Issuance of warrants in conjunction with Lago Term Loan	843
Convertible note conversion to common stock	41,392
Reclassification of warrants from liabilities to equity	830
Recognition of liability classified warrants upon Merger	9,388
Recognition of Unvested Founder Shares liability	1,588
Forgiveness of PPP Loan	(2,000)	(2,599)
Transaction costs recorded in accounts payable and accrued liabilities		3,720
Right of use asset in exchange for operating lease liability	$ 308

Consolidated Balance Sheet Components (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 7,444	$ 4,586
Less: accumulated amortization	(502)	(360)
Intangible assets, net	6,942	4,226
Capitalized Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,993	3,135
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,300	1,300
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 151	$ 151

Revenue

6 Months Ended

Dec. 31, 2022

Revenue Disclosure Text Block [Abstract]

Revenue

2. Revenue

Contract Balances

The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable is recorded when the Company contractually has the right to consideration. In some arrangements, a right to consideration for its performance under the customer contract may occur before invoicing to the customer, resulting in contract assets. The amount of contract assets included within accounts receivable before allowances, in the condensed consolidated balance sheets was $704 and $516 as of December 31, 2022 and June 30, 2022, respectively.

Contract liabilities consist of deferred revenue. Deferred revenue represents amounts that have been invoiced in advance of revenue recognition, and the balance is recognized as revenue when transfer of control to customers has occurred or services have been provided. The current portion of deferred revenue balances are recognized during the following 12-month period.

The following table summarizes the activity in deferred revenue:

	Deferred Revenue
Balance as of June 30, 2021	$	25,623
Additions		753
Revenue recognized		(8,057	)
Balance as of December 31, 2021	$	18,319

	Deferred Revenue
Balance as of June 30, 2022	$	10,769
Additions		1,348
Revenue recognized		(7,975	)
Balance as of December 31, 2022	$	4,142

As of December 31, 2022, approximately $4,450 of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $3,841 of these remaining performance obligations over the next 12 months with the balance recognized thereafter.

On July 29, 2019, the Company entered into an arrangement with Customer A whereby it agreed to provide a $5,000 marketing development payment once the roll out phase was completed, which occurred on June 4, 2020, with the payment coming due on July 4, 2020. This payment is treated as an offset to revenue recognized under the contract over 4 years and interest accrues on the unpaid balance at a rate of 12% per annum. The payment due on July 4, 2020 was not paid by the Company. As of December 31, 2022 and June 30, 2022, the Company had incurred $0 and $170 of accrued interest expense, respectively.

On September 29, 2021, the Company entered into a settlement agreement with Customer A regarding the payment of a $5,000 marketing development payment and related accrued interest to be made to the customer and $2,000 in handheld services to be provided to the customer under a previous contract. Through the settlement agreement, the Company agreed to provide certain alternative installation and replacement services with a value of $2,000 and cover expenses on behalf of the customer related to a liquid ingress issue resulting from COVID-19 of $3,333. The liquid ingress issue was a result of the Company’s devices failure primarily due to the use of extremely strong commercial disinfectant solutions by the Company’s customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. In return, the customer agreed to reduce the payment to be made from $5,000 to $3,200, waive the related accrued interest of $805 and no longer request a refund on a $2,000 payment it had previously made for handheld services. Of the amounts, $2,879 was accounted for as contra-loss on infrequent product repairs, $2,434 as a reduction to accounts payable for the principal and accrued interest owed, $274 as a reduction to deferred revenue, and $171 as prepaid interest as of and for the fiscal year ended June 30, 2021. Subsequently, $171 interest expense was recognized against the prepaid interest balance, $3,200 was recognized as a reduction to accounts payable for the payment of the outstanding marketing development amount in October 2021. Revenue relating to the installation and replacement services provided as a part of the contract modification was $99 and $351 for the three and six months ended December 31, 2022, respectively, and $322 and $354 was recognized as revenue relating to the installation and replacement services provided as part of the contract modification for the three and six months ended December 31, 2021. The Company will continue to offset revenue recognized based on the original $5,000 marketing development fund.

On October 29, 2021, the Company entered into an arrangement with a customer whereby it issued a warrant to purchase 404,961 shares of common stock. Refer to Note 10 for further details. The fair value of the warrant is treated as a reduction to the transaction price of the customer contract and will be recorded as contra-revenue. Contra-revenue recognized related to the warrant was $409 and $615 for the three and six months ended December 31, 2022, respectively. There was no contra-revenue recognized during the three or six months ended December 31, 2021.

The Company remits a share of the gross billings from its arrangement with Customer D to its hardware and software vendor. The Company determined it is the agent in the relationship as it does not control the AI Platform hardware, software, and certain services, and is not primarily responsible for fulfilling the promise to Customer D.

The revenue share paid to the Company’s hardware and software vendor under the Company’s AI Platform revenue share agreement ranged from 64% – 68% of the gross billings to the customer for the three and six months ended December 31, 2022.

Transaction Revenue

The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 83% – 90% and 83% – 92% of premium content revenue by customer logo for the three and six months ended December 31, 2022, respectively, while the commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 81% – 90% and 79% – 96% of premium content revenue by customer logo for the three and six months ended December 31, 2021, respectively.

Disaggregation of Revenue

No single country other than the United States represented 10% or more of the Company’s revenue during three and six months ended December 31, 2022 and 2021.

For the three and six months ended December 31, 2022, $435 and $835 of revenue was from leasing arrangements, respectively, while for the three and six months ended December 31, 2021, $619 and $1,252 of revenue was from leasing arrangements, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Commitments and Contingencies

6 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Warranties, Indemnification, and Contingencies

The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. In the three and six months ended December 31, 2022, the Company has incurred costs to refurbish customer tablets of $241 and $899, respectively, while in the three and six months ended December 31, 2021, the Company incurred costs to refurbish customer tablets of $1,357 and $1,974, respectively, recorded in cost of platform revenue in the Company’s condensed consolidated statement of operations and comprehensive income (loss). In connection with the service level agreements, the Company has recorded $194 and $724 in accrued liabilities in the condensed consolidated balance sheets for expected repair costs for customer tablets currently in the Company’s return merchandise authorization process as of December 31, 2022 and June 30, 2022, respectively.

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.

In addition, the Company has agreed to indemnify the Company’s directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.

Loss on Infrequent Product Repairs

During the six months ended December 31, 2021, the Company continued to experience higher than normal hardware returns for repair or replacement using a Return Merchandise Authorization (“RMA”). While the Company has incurred RMA charges in the past, the volume of repair charges was extremely unusual and very high due to a liquid ingress issue resulting from COVID-19 related actions by the Company’s customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by the Company’s customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices.

The standard warranty the Company provides covers regular wear and tear and does not cover any damage caused by mishandling of the product. However, given the nature of issues, the Company, in order to prevent disruption to the Company’s customers’ businesses, incurred approximately $28 and $463 of repair and replacement expenses related to this issue during the three and six months ended December 31, 2021, respectively. The Company provided repair and replacement of its hardware devices to all of its customers as a one-time only offer due to COVID-19. The Company has also made a claim to recover the costs from its third-party subcontractor who manufactures the hardware. The Company incurred no repair and replacement expenses related to this issue in the three and six months ended December 31, 2022.

Legal Proceedings

In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In general, the resolution of a legal matter could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable, and subject to significant uncertainties. At this time, the Company does not have any such matters that, if resolved unfavorably, would have a material impact on its financial condition, results of operations or cash flows.

In June 2022, the Company received a favorable arbitrator ruling related to a matter with its third-party subcontractor and was awarded approximately $11,304 in damages related to the Company’s loss on infrequent product repairs and to cover its legal expenses. The award has not met the criteria to be considered realizable as of December 31, 2022. As a result, the Company has not recognized any gain related to this settlement in its condensed consolidated statement of operations and comprehensive income (loss).

Stock-Based Compensation (Details) - Schedule of the equity incentive plan RSU activity	6 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule Of The Equity Incentive Plan Rsu Activity Abstract
Number of Awards Outstanding,Unvested Balance \| shares	432,666
Weighted- Average Grant Date Fair Value,Unvested Balance \| $ / shares	$ 6.46
Number of Awards Outstanding,Retrospective application of recapitalization \| shares	(82,240)
Weighted- Average Grant Date Fair Value,Retrospective application of recapitalization \| $ / shares	$ 1.52
Number of Awards Outstanding,Adjusted, unvested balance \| shares	350,426
Weighted- Average Grant Date Fair Value,Adjusted, unvested balance \| $ / shares	$ 7.98
Number of Awards Outstanding,Granted \| shares	2,036,629
Weighted- Average Grant Date Fair Value,Granted \| $ / shares	$ 6.85
Number of Awards Outstanding,Vested \| shares	(488,660)
VWeighted- Average Grant Date Fair Value,ested \| $ / shares	$ 4.56
Number of Awards Outstanding,Forfeited \| shares	(95,297)
Weighted- Average Grant Date Fair Value,Forfeited \| $ / shares	$ 6.46
Number of Awards Outstanding,Unvested Balance \| shares	1,803,098
Weighted- Average Grant Date Fair Value,Unvested Balance \| $ / shares	$ 7.02

Debt Arrangements (Details) - Schedule of future principal payments on debt $ in Thousands	Dec. 31, 2022 USD ($)
Schedule of future principal payments on debt [Abstract]
2023 (remaining)
2024
2025	55,000
Total future payments on debt obligations	$ 55,000

Income Taxes

6 Months Ended

Dec. 31, 2022

Income Taxes [Abstract]

Income Taxes

12. Income Taxes

The Company is subject to U.S. federal, state, and local corporate income taxes. The Company’s income tax expense was not material for the three and six months ended December 31, 2022 and 2021. The Company does not expect any material changes in tax position for the remainder of the fiscal year.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation (Details) - Schedule of of the equity incentive plan activity - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jun. 30, 2022	Dec. 31, 2022
Schedule of the Equity Incentive Plan Activity [Abstract]
Number of Options Outstanding,Balance	13,845,291
Weighted- Average Exercise Price,Balance	$ 0.59
Weighted- Average Remaining Contractual Life (years),Balance	6 years 7 months 28 days
Aggregate Intrinsic Value,Balance
Number of Options Outstanding,Vested and expected to vest		10,953,424
Weighted- Average Exercise Price,Vested and expected to vest		$ 0.73
Weighted- Average Remaining Contractual Life (years),Vested and expected to vest		6 years 1 month 9 days
Aggregate Intrinsic Value,Vested and expected to vest		$ 17,741
Number of Options Outstanding,Exercisable		8,745,509
Weighted- Average Exercise Price,Exercisable		$ 0.46
Weighted- Average Remaining Contractual Life (years),Exercisable		5 years 7 months 13 days
Aggregate Intrinsic Value,Exercisable		$ 16,141
Number of Options Outstanding,Retrospective application of recapitalization		(2,631,676)
Weighted- Average Exercise Price,Retrospective application of recapitalization		$ 0.14
Weighted- Average Remaining Contractual Life (years),Retrospective application of recapitalization
Aggregate Intrinsic Value,Retrospective application of recapitalization
Number of Options Outstanding,Adjusted Balance		11,213,615
Weighted- Average Exercise Price,Adjusted Balance		$ 0.73
Weighted- Average Remaining Contractual Life (years),Adjusted Balance		6 years 7 months 28 days
Number of Options Outstanding,Exercised		(146,823)
Weighted- Average Exercise Price,Exercised		$ 0.39
Weighted- Average Remaining Contractual Life (years),Exercised
Aggregate Intrinsic Value,Exercised
Number of Options Outstanding,Forfeited and expired		(113,368)
Weighted- Average Exercise Price,Forfeited and expired		$ 1.57
Weighted- Average Remaining Contractual Life (years),Forfeited and expired
Aggregate Intrinsic Value,Forfeited and expired
Number of Options Outstanding,Balance		10,953,424
Weighted- Average Exercise Price,Balance		$ 0.73
Weighted- Average Remaining Contractual Life (years),Balance		6 years 1 month 9 days
Aggregate Intrinsic Value,Balance

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance (in Dollars)	$ 137	$ 353
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	51,231,608	27,974,439
Common stock, shares outstanding	51,231,608	27,974,439

Stock-Based Compensation (Tables)

6 Months Ended

Dec. 31, 2022

Stock-Based Compensation [Abstract]

Schedule of of the equity incentive plan activity

	Number of Options Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance – June 30, 2022	13,845,291		$	0.59	6.66
Retrospective application of recapitalization	(2,631,676	)		0.14
Adjusted Balance – beginning of period	11,213,615			0.73	6.66
Exercised	(146,823	)		0.39
Forfeited and expired	(113,368	)		1.57
Balance – December 31, 2022	10,953,424			0.73	6.11
Vested and expected to vest at December 31, 2022	10,953,424			0.73	6.11	$	17,741
Exercisable at December 31, 2022	8,745,509			0.46	5.62		16,141

Schedule of the equity incentive plan RSU activity

	Number of Awards Outstanding		Weighted- Average Grant Date Fair Value
Unvested Balance – June 30, 2022	432,666		$	6.46
Retrospective application of recapitalization	(82,240	)		1.52
Adjusted, unvested balance – beginning of period	350,426			7.98
Granted	2,036,629			6.85
Vested	(488,660	)		4.56
Forfeited	(95,297	)		6.46
Unvested Balance – December 31, 2022	1,803,098			7.02

Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software

	Three months ended December 31,				Six months ended December 31,
	2022		2021		2022		2021
Research and development	$	132	$	145	$	277	$	250
Sales and marketing		86		114		184		213
General and administrative		614		210		2,541		485
	$	832	$	469	$	3,002	$	948

Fair Value Measurements (Details) - Schedule of financial instruments measured at fair value on a recurring basis - Financial Liabilities [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Financial assets:
Total financial assets	$ 33,341
Financial liabilities:
Total financial liabilities	2,790	$ 93,812
Level 1 [Member]
Financial assets:
Total financial assets	33,341
Financial liabilities:
Total financial liabilities
Level 2 [Member]
Financial assets:
Total financial assets
Financial liabilities:
Total financial liabilities
Level 3 [Member]
Financial assets:
Total financial assets
Financial liabilities:
Total financial liabilities	2,790	93,812
Money Market Funds [Member]
Financial assets:
Total financial assets	33,341
Money Market Funds [Member] \| Level 1 [Member]
Financial assets:
Total financial assets	33,341
Money Market Funds [Member] \| Level 2 [Member]
Financial assets:
Total financial assets
Money Market Funds [Member] \| Level 3 [Member]
Financial assets:
Total financial assets
Unvested founder shares liability [Member]
Financial liabilities:
Total financial liabilities	428
Unvested founder shares liability [Member] \| Level 1 [Member]
Financial liabilities:
Total financial liabilities
Unvested founder shares liability [Member] \| Level 2 [Member]
Financial liabilities:
Total financial liabilities
Unvested founder shares liability [Member] \| Level 3 [Member]
Financial liabilities:
Total financial liabilities	428
Warrant liabilities [Member]
Financial liabilities:
Total financial liabilities	2,362	4,149
Warrant liabilities [Member] \| Level 1 [Member]
Financial liabilities:
Total financial liabilities
Warrant liabilities [Member] \| Level 2 [Member]
Financial liabilities:
Total financial liabilities
Warrant liabilities [Member] \| Level 3 [Member]
Financial liabilities:
Total financial liabilities	$ 2,362	4,149
Convertible promissory notes and embedded warrants [Member]
Financial liabilities:
Total financial liabilities		89,663
Convertible promissory notes and embedded warrants [Member] \| Level 1 [Member]
Financial liabilities:
Total financial liabilities
Convertible promissory notes and embedded warrants [Member] \| Level 2 [Member]
Financial liabilities:
Total financial liabilities
Convertible promissory notes and embedded warrants [Member] \| Level 3 [Member]
Financial liabilities:
Total financial liabilities		$ 89,663

Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Convertible Promissory Notes and Embedded Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period	$ 89,663	$ 62,581
Reclassification of liability classified warrants to equity
Issuance of convertible promissory notes/Warrants		500
Recognition of warrants and unvested founder shares liabilities assumed upon Merger
Change in fair value	(48,271)	26,909
Conversion of warrant liabilities and convertible promissory notes	(41,392)
Balance at the end of period		89,990
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period	4,149	1,434
Reclassification of liability classified warrants to equity	(830)
Issuance of convertible promissory notes/Warrants	843
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	9,388
Change in fair value	(11,188)	2,768
Conversion of warrant liabilities and convertible promissory notes
Balance at the end of period	2,362	4,202
Unvested Founder Shares Liability [Member]
Fair Value Measurements (Details) - Schedule of fair value of the Company’s Level 3 liabilities [Line Items]
Balance at the beginning of period
Reclassification of liability classified warrants to equity
Issuance of convertible promissory notes/Warrants
Recognition of warrants and unvested founder shares liabilities assumed upon Merger	1,588
Change in fair value	(1,160)
Conversion of warrant liabilities and convertible promissory notes
Balance at the end of period	$ 428

Net Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Basic And Diluted Net Income Loss Per Share Abstract
Net income (loss) attributable to common stockholders, diluted	$ (17,029)	$ (23,507)	$ 17,760	$ (43,016)

Consolidated Balance Sheet Components (Tables)

6 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet Components [Abstract]

Schedule of inventories

	As of December 31, 2022		As of June 30, 2022
Finished goods	$	649	$	869
Total inventories	$	649	$	869

Schedule of property and equipment

	As of December 31, 2022			As of June 30, 2022
Tablets	$	5,726		$	5,663
Computer equipment		604			519
Software		4			562
Total property and equipment		6,334			6,744
Less: accumulated depreciation		(4,845	)		(4,769	)
Property and equipment, net	$	1,489		$	1,975

Schedule of intangible assets

	As of December 31, 2022			As of June 30, 2022
Capitalized software	$	5,993		$	3,135
Developed technology		1,300			1,300
Domain name		151			151
Intangible assets, gross		7,444			4,586
Less: accumulated amortization		(502	)		(360	)
Intangible assets, net	$	6,942		$	4,226

Schedule of intangible assets have weighted-average amortization periods

		Years
Capitalized software		4
Developed technology		4
Domain Name		15

Schedule of total future amortization expense for intangible assets

Remainder of 2023	$	175
2024		350
2025		350
2026		323
2027		14
Thereafter		57
Total	$	1,269

Schedule of accrued liabilities

	As of December 31, 2022		As of June 30, 2022
Accrued expenses	$	1,156	$	2,176
Accrued vacation		943		874
Accrued payroll		670		1,686
Operating lease liability, current		345		—
Accrued interest		222		402
Accrued repair cost (Refer to Note 8)		194		724
Accrued sales tax		112		86
Accrued other		714		267
Total accrued liabilities	$	4,356	$	6,215

Schedule of other long-term liabilities

	As of December 31, 2022		As of June 30, 2022
Unvested founder shares liability	$	428	$	—
Operating lease liability, net of current portion		320		—
Total other long-term liabilities	$	748	$	—

Financing Obligations (Details) - USD ($)	1 Months Ended		6 Months Ended
Financing Obligations (Details) - USD ($)	Nov. 21, 2022	Apr. 27, 2021	Dec. 31, 2022
Financing Obligations (Details) [Line Items]
Receivable financing facility term		5 years
Equipment financing facility term			4 years
Repayment of term loans (in Dollars)	$ 410
Loss on extinguishment of debt and financing obligations (in Dollars)	$ 337
Minimum [Member]
Financing Obligations (Details) [Line Items]
Equipment financing facility term			3 years
Maximum [Member]
Financing Obligations (Details) [Line Items]
Equipment financing facility term			5 years
Third Party Financiers [Member] \| Minimum [Member]
Financing Obligations (Details) [Line Items]
Interest rates ranging percentage			8.00%
Third Party Financiers [Member] \| Maximum [Member]
Financing Obligations (Details) [Line Items]
Interest rates ranging percentage			14.00%

Net Income (Loss) Per Share

6 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

13. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented:

	Three months ended December 31,						Six months ended December 31,
	2022			2021			2022		2021
Numerator:
Net income (loss) attributable to common stockholders, basic and diluted	$	(17,029	)	$	(23,507	)	$	17,760	$	(43,016	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic		50,998,941			27,211,309			40,475,200		27,157,425
Add: Weighted average dilutive effect of stock options, RSUs and warrants		—			—			10,299,972		—
Weighted average shares outstanding – diluted		50,998,941			27,211,309			50,775,172		27,157,425
Net income (loss) per share attributable to common stockholders, basic	$	(0.33	)	$	(0.86	)	$	0.44	$	(1.58	)
Net income (loss) per share attributable to common stockholders, diluted	$	(0.33	)	$	(0.86	)	$	0.35	$	(1.58	)

The potential weighted average shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

	Three months ended December 31,		Six Months Ended December 31,
	2022	2021	2022	2021
Stock options and RSUs	12,904,421	12,094,129	198,692	12,107,168
Convertible notes	—	4,632,311	—	4,491,455
Common stock warrants	18,150,077	3,564,182	10,129,619	3,520,164
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share	31,054,498	20,290,622	10,328,311	20,118,787

Warrants to purchase a weighted average of 10,129,619 shares of common stock were outstanding during the six months ended December 31, 2022 but were not included in the computation of diluted EPS because the warrants’ exercise prices were greater than the average market price of the common shares.

PRESTO AUTOMATION INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share amounts)

The Company excluded a weighted average of 1,803,098 RSUs and 987,782 RSUs for the three and six months ended December 31, 2022, respectively, and the Company excluded a weighted average of 300,376 options for the three and six months ended December 31, 2021. These equity awards were excluded from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions have not been satisfied.

The Company excluded a weighted average of 15,000,000 and 8,315,217 earnout shares from the calculation of diluted EPS for the three and six months ended December 31, 2022 as they are subject to market conditions for which the necessary conditions have not been satisfied.

Leases

6 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

5. Leases

As of December 31, 2022, the Company recorded a right of use asset of $656 within other long-term assets on the condensed consolidated balance sheet. As of December 31, 2022, the Company also recorded operating lease liabilities of $665, of which $345 and $320 were included in accrued liabilities and other long-term liabilities, respectively, on the condensed consolidated balance sheet. The Company adopted ASC 842 on July 1, 2022, and accordingly, no amounts were recorded for right of use assets or operating lease liabilities as of June 30, 2022. Refer to Note 1 for further details.

For the three and six months ended December 31, 2022, the Company recorded operating lease costs of $119 and $215, respectively. The operating lease costs for the three and six months ended December 31, 2022 included variable operating lease costs of $35 and $50, respectively.

Supplemental information related to the Company’s operating lease was as follows for the six months ended December 31, 2022:

Operating cash flows used for operating lease	$	213
Operating lease liability arising from obtaining ROU asset(1)	$	665
Weighted average remaining lease term		1.8 years
Weighted average discount rate		15	%

(1) Amount includes $516 related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $308 related to the Company entering into a new non-cancelable operating lease agreement during the six months ending December 31, 2022.

Future minimum lease payments under the Company’s non-cancelable operating leases with an initial lease term in excess of one year subsequent to December 31, 2022 are as follows:

	As of December 31, 2022
Remainder of 2023	$	218
2024		404
2025		143
Gross lease payments		765
Less: imputed interest		(100	)
Present value of net future minimum lease payments	$	665

Under the previous lease accounting standard ASC 840, Leases, the aggregate future minimum lease payments under the Company’s non-cancelable operating lease, as of June 30, 2022, was as follows:

	As of June 30, 2022
2023	$	273
2024		218
2025		127
Total	$	618

Rent expense for the three and six months ended December 31, 2021 was $92 and $200, respectively.

Leases (Details) - Schedule of aggregate future minimum lease payments $ in Thousands	Jun. 30, 2022 USD ($)
Schedule Of Aggregate Future Minimum Lease Payments Abstract
2023	$ 273
2024	218
2025	127
Total	$ 618

Accounting Policies, by Policy (Policies)

6 Months Ended

Dec. 31, 2022

Summary of Business and Significant Accounting Policies [Abstract]

Description of Business

Merger with Ventoux CCM Acquisition Corp.

Trust Proceeds and PIPE Investment

Upon consummation of the Merger, Presto received approximately $49,840 from the Trust and PIPE, net of transaction costs and other payments as set forth as follows:

	Net Cash
Cash-Ventoux Trust and working capital cash	$	9,584
Cash-PIPE investment		55,400
Less: transaction costs and other payments(1)		(15,144	)
Total	$	49,840

Legacy Presto Convertible Promissory Notes and Equity and the Exchange

Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards

Unvested Founder Share Arrangement with Founders

At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions:

(i) the first 25% of such unvested founder shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,

(ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,

Cyborg Ops

Emerging Growth Company Status

Basis of Presentation

Revision of Prior Financial Statements

Accordingly, the Company has reclassified the amounts recorded in research and development expense to platform cost of sales to correct this immaterial error in presentation.

Use of Estimates

Risk and Uncertainties

Impact of COVID-19

Liquidity and Capital Resources

Revision of Prior Financial Statements

Concentrations of Risks, Significant Customers and Investments

	Three months ended December 31,				Six months ended December 31,
	2022		2021		2022		2021
Customer A	60	%	49	%	60	%	52	%
Customer B	22	%	24	%	23	%	25	%
Customer C(1)	14	%	16	%	14	%	17	%
	96	%	89	%	97	%	94	%

(1) The decrease in revenue is attributable to the customer relationship cancellation with certain franchisees within Customer C.

The following restaurant logos accounted for more than 10% of accounts receivable:

	As of December 31, 2022		As of June 30, 2022
Customer A	33	%	31	%
Customer B	14	%	41	%
Customer C(1)	15	%	—	%
Customer D	25	%	11	%
	87	%	83	%

(1) Customers with a dash accounted for less than 10% of accounts receivable at period end.

Segment Information

The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States.

Investment in non-affiliate

Leases

The Company adopted ASU No. 2016-02, Leases (Topic 842) on July 1, 2022, using the modified retrospective approach

Revenue Recognition

Platform Revenue

Transaction Revenue

The Company determines revenue recognition through the following steps:

Net Income (Loss) Per Share

Recently Adopted Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

Warrants (Tables)

6 Months Ended

Dec. 31, 2022

Disclosure Of Warrants Abstract

Schedule of warrants on common stock outstanding

	As of December 31, 2022
	Expiration date	Exercise Price		Number of Shares		Term (years)	Classification
Common	[C]	$	7.80	12,811		7	Equity
Common	[C]	$	7.80	41,636		7	Equity
Common	[C]	$	7.80	16,654		7	Equity
Common	March 2026	$	9.25	84,461		6.5	Liability
Common	June 2028	$	0.01	404,961	[E]	6.7	Equity
Common	[F]	$	0.37	178,395		10	Equity
Common	March 2026	$	0.37	57,952		10	Liability
Common	July 2027	$	9.25	86,532		6	Liability
Common	July 2027	$	0.37	402,679		6	Equity
Common	[A]	$	8.16	182,158		[A]	Equity
Common	January 2031	$	8.16	27,577		10	Liability
Common	[B]	$	6.53	294,725	[B]	10	Equity
Common	March 2032	$	8.16	374,912		10	Liability
Common	September 2027	$	11.50	1,500,000		5	Equity
Common	September 2027	$	8.21	8,625,000		5	Equity
Common	September 2027	$	11.50	6,125,000		5	Liability
Total				18,415,453

	As of June 30, 2022
	Expiration date	Exercise Price		Number of Shares		Term (years)	Classification
Common	[C]	$	7.80	12,811		7	Equity
Common	[C]	$	7.80	41,636		7	Equity
Common	[C]	$	7.80	16,654		7	Equity
Common	March 2026	$	9.25	84,461		10	Liability
Common	October 2027	$	0.37	141,970		10	Equity
Common	[D]	$	0.01	2,575,190		[D]	Liability
Common	June 2028	$	0.01	404,961	[E]	6.7	Equity
Common	March 2026	$	0.37	178,395		10	Equity
Common	March 2026	$	0.37	57,952		10	Liability
Common	July 2027	$	9.25	86,532		10	Liability
Common	July 2027	$	7.80	402,679		10	Liability
Common	[A]	$	8.16	182,158		[A]	Equity
Common	January 2031	$	8.16	27,577		10	Liability
Common	March 2031	$	6.53	294,725	[B]	10	Liability
Common	March 2032	$	8.16	205,602		10	Liability
Total				4,713,303

[A] — Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering.

[C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur.

Summary of Business and Significant Accounting Policies (Details) - USD ($)	1 Months Ended			3 Months Ended			6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Dec. 30, 2020	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 01, 2022	Aug. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Apr. 30, 2020
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Trust accounting			$ 151,500,000
Unredeemed funds			$ 9,498,000
Aggregate of shares (in Shares)							7,133,687
Aggregate of purchase price							$ 55,400,000
Net of fees and expenses							$ 49,840,000
Utilizing proceeds from trust, description							Amount reflects (1) the repayment of $1,925 of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7,771 in Ventoux transaction costs related to the Merger, (3) the payment of $4,874 in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $499. Legacy Presto also incurred $2,090 in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3,247 in transaction costs which were either paid prior to or after the Merger. As of December 31, 2022, all of the transaction costs incurred by Legacy Presto are paid. Accordingly, in total Legacy Presto incurred transaction costs of $10,431.
Converted per share (in Dollars per share)				$ 0.8099			$ 0.8099
Shares issued (in Shares)				600,000			600,000
Grant date fair value of per share (in Dollars per share)							$ 0.73
Earnout shares (in Shares)							15,000,000
Earnout shares (in Shares)							4,771,116
Garnt fair value of shares issued (in Shares)							1,874
Stock-based compensation expense							$ 455,000
General and administrative							$ 152,000
Compensation expense description							During the three months ended December 31, 2022, the Company recorded stock-based compensation expense associated with earnouts, to the same equity award holders as above, in the amount of $1,696, of which $1,135, $423, and $138 are recorded within general and administrative, research and development and sales and marketing expenses, respectively, on the condensed consolidated statement of operations and comprehensive income (loss).
Stock-based compensation							$ 12,221,000
Weighted average period							2 years
Compensation expense							$ 1,024,000
weighted average period							4 years 6 months
Amount placed in trust account				$ 79,837			$ 79,837
Founders shares, description							At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions:(i) the first 25% of such unvested founder shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,(ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date,(iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and(iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date.
Other long-term liabilities				$ 1,588,000			$ 1,588,000
Gain on remeasurement							1,160,000
Loss on remeasurement		$ 48,271,000					$ 15,000
Capital stock, shares (in Shares)				181,500,000			181,500,000
Designated as common stock, shares (in Shares)							180,000,000
Common stock par value (in Dollars per share)		$ 0.0001		$ 0.0001			$ 0.0001
Designated preferred stock, shares (in Shares)							1,500,000
Preferred stock par value (in Dollars per share)		$ 0.0001		$ 0.0001			$ 0.0001
Shares issued (in Shares)				50,639,837			50,639,837
Shares outstanding (in Shares)				50,639,837			50,639,837
Warrants to purchase shares (in Shares)				18,415,453			18,415,453
Common stock price per shares (in Dollars per share)							$ 0.8099
Total net liabilities				$ 9,768,000			$ 9,768,000
Private warrants				9,389,000			9,389,000
PIPE proceeds							55,400,000
Due and payable							1,946,000
Total annual gross revenue													$ 1,070,000,000
Non-convertible debt													$ 1,000,000,000
Platform revenue	$ 422,000			7,352,000		$ 7,696,000	14,709,000	$ 14,925,000
Platform cost of revenue	$ 422,000			7,343,000		6,484,000	14,267,000	13,306,000
Incurred cost					$ 119,000
Loan amount									$ 2,000,000		$ 2,599,000	$ 2,000,000		$ 2,599,000
Loss on infrequent customer repairs						$ 28,000		463,000
Cash and cash equivalents		$ 3,017,000		38,211,000			38,211,000
Operating losses							27,765,000	$ 13,607,000
Accumulated deficit		$ 200,783,000		183,023,000			183,023,000
Net cash							49,840,000
Net cash proceeds							$ 13,730,000
Accounts receivable percentage							10.00%
Interest income				$ 299,000			$ 309,000
Lease terms				12 months			12 months
Transaction price				$ 409,000			$ 615,000
Operating lease ROU asset										$ 510,000
Operating lease liability				$ 665,000			$ 665,000			$ 516,000
Common Stock [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Grant date fair value of per share (in Dollars per share)							$ 3.17
Garnt fair value of shares issued (in Shares)							1,267
Minimum [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Lease terms				6 months			6 months
Maximum [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Lease terms				3 years			3 years
Revenues [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Ownership percentage							10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Ownership percentage							10.00%
Common Stock [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)							15,000,000
Third Anniversary [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)				7,500,000			7,500,000
Common stock price per share (in Dollars per share)				$ 12.5			$ 12.5
Fifth Anniversary [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)				7,500,000			7,500,000
Common stock price per share (in Dollars per share)				$ 15			$ 15
Research and Development Expense [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Bonus and deferred consideration expense							$ 1,878,000
Selling and Marketing Expense [Member]
Summary of Business and Significant Accounting Policies (Details) [Line Items]
Bonus and deferred consideration expense							$ 68,000

Consolidated Balance Sheet Components (Details) - Schedule of total future amortization expense for intangible assets $ in Thousands	Dec. 31, 2022 USD ($)
Schedule of Total Future Amortization Expense for Intangible Assets [Abstract]
Remainder of 2023	$ 175
2024	350
2025	350
2026	323
2027	14
Thereafter	57
Total	$ 1,269

Summary of Business and Significant Accounting Policies (Details) - Schedule of aggregated as a single customer for reporting purposes

6 Months Ended

Dec. 31, 2022

Jun. 30, 2022

Concentration Risk [Line Items]

Total revenues percentage

87.00%

83.00%

Customer A [Member]

Concentration Risk [Line Items]

Total revenues percentage

33.00%

31.00%

Customer B [Member]

Concentration Risk [Line Items]

Total revenues percentage

14.00%

41.00%

Customer C [Member]

Concentration Risk [Line Items]

Total revenues percentage

^[1]

15.00%

Customer D [Member]

Concentration Risk [Line Items]

Total revenues percentage

25.00%

11.00%

[1]	Customers with a dash accounted for less than 10% of accounts receivable at period end.

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense, excluding stock-based compensation in capitalized software - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Stock Based Compensation Expense Excluding Stock Based Compensation In Capitalized Software Abstract
Research and development	$ 132	$ 145	$ 277	$ 250
Sales and marketing	86	114	184	213
General and administrative	614	210	2,541	485
Total	$ 832	$ 469	$ 3,002	$ 948

Financing Obligations

6 Months Ended

Dec. 31, 2022

Financing Obligation [Abstract]

Financing Obligations

6. Financing Obligations

The Company’s financing obligations, net of discounts, consist of the following:

	As of December 31, 2022			As of June 30, 2022
Receivable financing facility	$	4,628		$	5,911
Equipment financing facility		2,158			2,929
Total financing obligations		6,786			8,840
Less: financing obligations, current		(6,786	)		(8,840	)
Total financing obligations, noncurrent	$	—		$	—

Receivable Financing Facility

On April 27, 2021, the Company entered into an investment arrangement in which the Company provides future receivables available to an outside investor to invest in, in exchange for an upfront payment. Through this arrangement, the Company obtains financing in the form of a large upfront payment, which the Company accounts for as a borrowing by recording the proceeds received as a financing obligation, which will be repaid through payments collected from accounts receivable debtors relating to future receivables. The financing obligation is non-recourse; however, the Company is responsible for collections as the Company must first collect payments from the debtors and remit them to the investor. The Company recognizes interest on the financed amount using the effective interest method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by the investor with the present value of the cash amounts paid by the investor to the Company. The receivable financing facility has a term of 5 years and the arrangement allows the Company and the financier to mutually agree to roll forward the Company’s borrowings as they come due.

On August 15, 2021, November 16, 2021, February 22, 2022, May 31, 2022, and August 18, 2022, in accordance with the terms of the receivable financing facility, the Company rolled forward the receivable financing facility, enabling the Company to continue its quarterly borrowings for a minimum of a rolling twelve-months. Subject to the approval of the financier, the Company may continue rolling forward the receivable financing facility.

Equipment Financing Facility

Beginning in 2019, the Company entered into arrangements with third party financiers to secure payments of certain tablet purchases. Such arrangements generally have terms ranging from 3 — 5 years and interest rates ranging from 8%-14%. The Company then leases the tablets monetized by the financiers to one of its customers through operating leases that have 4-year terms.

In fiscal year 2022 and during the six months ended December 31, 2022, due to the Company’s liquidity position and other commitments, the Company postponed certain payments on certain arrangements with third party financiers, which resulted in the Company defaulting on said arrangements. The Company remedied the matter via repayment agreements with its third-party financiers, as discussed below.

On November 4, 2022, the Company executed an amendment with one of its third-party financiers to defer the non-payments, which increased the monthly payments due for the remaining term of the arrangement.

On November 21, 2022, the Company entered into an agreement to early terminate one of its third-party financiers’ arrangement. The Company repaid such arrangement by making a cash disbursement of $410, which extinguished all obligations and resulted in $337 being recorded as a loss on extinguishment of debt and financial obligations on the condensed consolidated statement of operations and comprehensive income (loss).

As a result of the amendment executed on November 4, 2022 and early termination executed on November 21, 2022, the default on payments due as described above has been waived and the Company is in compliance as of December 31, 2022. We have classified all of our obligations under these arrangements as short-term within financing obligations, current as of December 31, 2022 and June 30, 2022.

Revenue (Details) - USD ($) $ in Thousands			1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022	Oct. 31, 2021	Sep. 29, 2021	Jul. 29, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Oct. 29, 2021
Revenue (Details) [Line Items]
Accounts receivable	$ 704	$ 516				$ 704		$ 704
Performance obligations for customer contracts								4,450
Revenue recognized								$ 3,841
Marketing development payment					$ 5,000
Interest accrued percent								12.00%
Accrued interest	$ 0	$ 170
Value of alternative installation and replacement services						322		$ 354
Loss on infrequent product repairs										$ 2,879
Accounts payable										2,434
Reduction to deferred revenue										274
Prepaid interest										$ 171
Interest expense			$ 171
Marketing development fund								5,000
Warrant purchase issued (in Shares)											404,961
Contra-revenue recognized related to the warrant						$ (409)		$ (615)
United states represented						10.00%	10.00%	10.00%	10.00%
Leasing arrangements						$ 435	$ 619	$ 835	$ 1,252
Maximum [Member]
Revenue (Details) [Line Items]
Reduce the payment				$ 5,000
Revenue share agreement percentage						68.00%		68.00%
Premium content revenue percentage						90.00%		92.00%
Commission paid to restaurants						90.00%		96.00%
Minimum [Member]
Revenue (Details) [Line Items]
Reduce the payment				3,200
Revenue share agreement percentage						64.00%		64.00%
Premium content revenue percentage						83.00%		83.00%
Commission paid to restaurants						81.00%		79.00%
Customer A
Revenue (Details) [Line Items]
Marketing development payment				5,000
Handheld services payable				2,000
Value of alternative installation and replacement services				2,000
Resulting from covid-19				3,333
Related accrued interest				805
Longer request a refund				$ 2,000
Accounts payable			$ 3,200
Contract modification						$ 99		$ 351

Fair Value Measurements

6 Months Ended

Dec. 31, 2022

Fair Value Measurements [Abstract]

Fair Value Measurements

3. Fair Value Measurements

The following table provides a summary of all financial instruments measured at fair value:

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	33,341	$	—	$	—	$	33,341
Total financial assets	$	33,341	$	—	$	—	$	33,341

Financial liabilities:
Unvested founder shares liability	$	—	$	—	$	428		428
Warrant liabilities		—		—		2,362		2,362
Total financial liabilities	$	—	$	—	$	2,790	$	2,790

	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Convertible promissory notes and embedded warrants	$	—	$	—	$	89,663	$	89,663
Warrant liabilities		—		—		4,149		4,149
Total financial liabilities	$	—	$	—	$	93,812	$	93,812

Valuation Assumptions Related to Unvested Founder Share Liability

The fair value of the unvested founder shares liability was determined by the Company using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock based on the historical volatility of comparable publicly traded companies and the risk-free rate.

The Company estimated the fair value of the unvested founder share liability using the following weighted average assumptions:

	As of December 31, 2022		As of Merger Date
Expected volatility	73.3	%	76.2	%
Expected term (in years)	4.7		5.0
Risk-free interest rate	3.9	%	3.7	%

Valuation Assumptions and Other Information Related to Convertible Promissory Notes and Embedded Warrants

The fair value of the convertible promissory notes and embedded warrants is determined based on “Level 3” inputs, due to a lack of market data over inputs such as the probability weighting of the various scenarios that can impact the settlement. The principal amount of the convertible promissory notes, embedded warrants and accrued interest is measured at fair value using the Monte Carlo valuation model. The valuation model utilized various key assumptions, such as enterprise value and management assessments of the probability of expected future events, including conversion upon next financing of private preferred stock, conversion upon a next financing in a public liquidity event, conversion upon a change in control, conversion upon maturity and default. A public liquidity event is defined as the issuance and sale of shares in an initial public offering or a deSPAC. As part of the convertible promissory notes and embedded warrants valuation at each reporting date, the Company determined that credit risk associated with the convertible notes was immaterial.

The Company elected the fair value option to account for the convertible promissory notes and embedded warrants because the Company believes it more accurately reflects the value of the debt in the financial statements. Changes in the fair value of the convertible promissory notes and embedded warrants were included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss).

The Company estimated the fair value of the convertible promissory notes, embedded warrants and accrued interest using the following weighted average assumptions:

	As of June 30, 2022
	Next Financing – Private		Next Financing – Public		Change in Control		Maturity Date		Default
Probability of conversion	10.0	%	80.0	%	5.0	%	5.0	%	—
Expected term (in years)	0.3		0.2		0.2		0.3		—
Discount rate	16.5	%	16.5	%	16.5	%	—	%	—

The following table sets forth a summary of the difference between the carrying amount and the fair value of Level 3 convertible promissory notes and embedded warrants for which the fair value option was elected:

	As of June 30, 2022
	Carrying Amount		Amount Charged to Earnings		Fair Value
Convertible promissory notes and embedded warrants	$	51,816	$	37,847	$	89,663
Total	$	51,816	$	37,847	$	89,663

The Company had no outstanding convertible promissory notes and embedded warrants as of December 31, 2022.

Valuation Assumptions Related to Warrants

The fair value of the warrant liabilities are determined based on “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs (volatility, stock price, risk-free rate, expected term, and dividend yield), used in the Black-Scholes-Merton model. The following table indicates the weighted-average assumptions made in estimating the fair value:

	As of December 31, 2022			As of June 30, 2022
Risk-free interest rate		4.03	%		3.00	%
Expected term (in years)		5.09			5.93
Expected volatility		61.74	%		65.72	%
Expected dividend yield		—			—
Exercise price	$	10.40		$	7.48

Level 3 Rollforward

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities:

	Convertible Promissory Notes and Embedded Warrants		Warrant Liabilities		Unvested Founder Shares Liability
Balance at June 30, 2021	$	62,581	$	1,434	$	—
Issuance of convertible promissory notes		500		—		—
Change in fair value		26,909		2,768		—
Balance at December 31, 2021	$	89,990	$	4,202	$	—

PRESTO AUTOMATION INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share amounts)

	Convertible Promissory Notes and Embedded Warrants			Warrant Liabilities			Unvested Founder Shares Liability
Balance at June 30, 2022	$	89,663		$	4,149		$	—
Reclassification of liability classified warrants to equity		—			(830	)		—
Issuance of warrants		—			843			—
Recognition of warrants and unvested founder shares liabilities assumed upon Merger		—			9,388			1,588
Change in fair value		(48,271	)		(11,188	)		(1,160	)
Conversion of warrant liabilities and convertible promissory notes		(41,392	)		—			—
Balance at December 31, 2022	$	—		$	2,362		$	428

For the Company’s investments without readily determinable fair values, the investment is adjusted if any impairments or observable price changes are identified, which is considered fair value.

The Company measures certain non-financial assets and liabilities, including property and equipment, intangible assets, and inventory, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of property and equipment, intangible assets and inventory.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases (Tables)

6 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of company’s operating lease

Operating cash flows used for operating lease	$	213
Operating lease liability arising from obtaining ROU asset(1)	$	665
Weighted average remaining lease term		1.8 years
Weighted average discount rate		15	%

Schedule of company’s non-cancelable operating leases

	As of December 31, 2022
Remainder of 2023	$	218
2024		404
2025		143
Gross lease payments		765
Less: imputed interest		(100	)
Present value of net future minimum lease payments	$	665

Schedule of aggregate future minimum lease payments

	As of June 30, 2022
2023	$	273
2024		218
2025		127
Total	$	618

Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Consolidated Balance Sheet Components [Abstract]
Investment amount	$ 2,000
Depreciation expense		$ 324	$ 498	$ 642	$ 1,004
Amortization expense		88	$ 20	203	$ 50
Capitalized software costs	$ 5,673	$ 5,673		$ 5,673		$ 2,786

Stock-Based Compensation (Details) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Jun. 11, 2022	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Common stock reserved for future issuance (in Shares)					4,617,400
Percentage of fair market value					100.00%
Stock based compensation term					4 years
Percentage of shares vested					20.00%
Grant date fair value (in Shares)			836,657
Grant date fair value (in Dollars per share)					$ 4.56
Common stock shares issued (in Shares)			350,426
Vesting period					5 years
Unrecognized stock-based compensation				$ 9,190,000	$ 9,190,000
Weighted average period of recognition					4 years 6 months
Share based compensation arrangement by share based payment, granted (in Shares)					2,036,629
Stock based compensation expense					$ 528
Share based compensation, description						fiscal year 2021, the Company granted 600,752 performance-based options that contained a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied by rendering continuous service for 4 years after the performance-based vesting condition occurs. The performance-based vesting condition is satisfied in connection with a financing event or a public liquidity event for a first group of 300,376 options and in connection with a public liquidity event for a second group of 300,376 options. A financing event occurred as of June 30, 2021 that satisfied the performance-based vesting condition for the first group of 300,376 options. Effective with the closing of the Merger, the public liquidity event performance condition was achieved for the second group of 300,376 options.
stock-based expense				1,696	$ 1,874
Employee stock purchase plan, Description					The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated 6 month offering periods. At the end of each offering period, employees are able to purchase shares at the lesser of (i) 85% of the fair market value of the Company’s common stock on the first day of the offering period and (ii) 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the NASDAQ on such date.
Capitalized Software [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				264,000
Director [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted average period of recognition					2 years 8 months 12 days
Share based compensation arrangement by share based payment, granted (in Shares)		1,200,000
Grant date fair value (in Dollars per share)		$ 4.56
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested					25.00%
Grant date fair value (in Dollars per share)			$ 8.26
Unrecognized stock-based compensation				3,238	$ 3,238
Restricted Stock Units (RSUs) [Member] \| Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				411	2,235
Restricted Stock Units (RSUs) [Member] \| Director [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested		33.33%
Restricted Stock Units (RSUs) [Member] \| Director [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Stock-Based Compensation (Details) [Line Items]
Percentage of shares vested		10.00%
Performance Shares [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation expense				49	76
Stock-based compensation expense [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation				$ 3,580,000	$ 3,580,000
Share-Based Payment Arrangement, Option [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted average period of recognition					2 years 7 months 6 days
Other Stock-based Compensation [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock shares issued (in Shares)					475,638
Vesting period	4 years
Grant date fair value (in Dollars per share)					$ 8.75
Stock based compensation expense					$ 3.37

Related Party Transactions

6 Months Ended

Dec. 31, 2022

Related Party Transactions

14. Related Party Transactions

As of June 30, 2022, the Company had $9,566 of convertible promissory notes and embedded warrants with entities in which a member of the Company’s board of directors is an officer of the entity and has a financial interest in the entity (“affiliated entities”), classified as a current liability on the condensed consolidated balance sheet at that time. The convertible promissory notes and embedded warrants due to a related party were converted into shares of common stock in the Company during the six months ended December 31, 2022. As of December 31, 2022, the Company has no convertible promissory notes and embedded warrants balance due to a related party. Refer to Note 7 for further details.

During the six months ended December 31, 2022, the Company received an equity investment of $1,000 from an investor in exchange for 133,133 shares in the Company. Refer to Note 9 for further details.

Additionally, during the six months ended December 31, 2022, the Company granted 1,200,000 of RSUs to a director of the Company with a grant date fair value of $4.56 per RSU. Refer to Note 11 for further details.

On September 16, 2022, the Company granted 1,200,000 RSUs to a member of its board of directors, a related party to the Company. The RSUs fully vested upon the closing of the Business Combination.

Related Party Transactions (Details) - USD ($)	6 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2022	Sep. 16, 2022	Jun. 30, 2022
Related Party Transactions [Abstract] [Standard Label]
Due to related party		$ 1,200,000	$ 9,566
Equity investment	$ 1,000
Investor in exchange (in Shares)	133,133
Restricted stock expense	$ 1,200,000
Fair value of RSU	$ 4.56

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Debt Arrangements (Details) - Schedule of outstanding debt and net of debt discounts - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of outstanding debt and net of debt discounts [Abstract]
Convertible promissory notes		$ 89,663
Term loans	52,022	25,443
PPP Loan		2,000
Total debt	52,022	117,106
Less: debt, current		(115,106)
Total debt, noncurrent	$ 52,022	$ 2,000

Consolidated Balance Sheet Components (Details) - Schedule of other long-term liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Schedule of Other Long Term Liabilities [Abstract]
Unvested founder shares liability	$ 428
Operating lease liability, net of current portion	320
Total other long-term liabilities	$ 748

Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes	Dec. 31, 2022	Jun. 30, 2022
Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Next Financing – Private [Member] \| Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		10
Next Financing – Private [Member] \| Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.3
Next Financing – Private [Member] \| Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Next Financing – Public [Member] \| Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		80
Next Financing – Public [Member] \| Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.2
Next Financing – Public [Member] \| Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Change in Control [Member] \| Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		5
Change in Control [Member] \| Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.2
Change in Control [Member] \| Discount rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		16.5
Maturity Date [Member] \| Probability of conversion [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		5
Maturity Date [Member] \| Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs		0.3
Fair Value, Inputs, Level 3 [Member] \| Expected term [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	5.09	5.93
Fair Value, Inputs, Level 3 [Member] \| Risk-free interest rate [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	4.03	3
Fair Value, Inputs, Level 3 [Member] \| Expected volatility [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	61.74	65.72
Fair Value, Inputs, Level 3 [Member] \| Expected dividend yield [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs
Fair Value, Inputs, Level 3 [Member] \| Exercise price [Member]
Fair Value Measurements (Details) - Schedule of estimated the fair value of the convertible promissory notes [Line Items]
Warrants, measurement inputs	10.4	7.48