0001558370-23-016336 | 10-K | XBRL Viewer

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Debt Arrangements - Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	May 22, 2023	Sep. 21, 2022	Jun. 30, 2023	Mar. 31, 2023	Sep. 22, 2022	Jun. 30, 2022	Oct. 29, 2021
Debt Instrument [Line Items]
Warrants to purchase shares of common stock			21,315,453			4,713,303	404,961
Number of shares warrants can be converted to					18,415,453
Exercise Price			$ 6.53			$ 6.53
Warrants issued with Credit Agreement			$ 2,076
Second Amendment Metropolitan Warrants
Debt Instrument [Line Items]
Number of shares warrants can be converted to	2,000,000
Exercise Price	$ 0.01
Term (years)	5 years
Discount	$ 5,200
Stock ownership after transaction (as percentage)	4.99%
Credit Agreement
Debt Instrument [Line Items]
Term loans principal outstanding						$ 0
Credit Agreement
Debt Instrument [Line Items]
Debt interest rate		15.00%
Debt covenant net leverage ratio		1.20
Amount of interest rate could increase due to various provisions of the credit agreement		5.00%
Warrants to purchase shares of common stock		1,500,000
Payment in kind interest			5,400
Amortization of debt discount			2,200
Monitoring Fee under Credit Agreement			100
Warrants issued with Credit Agreement		$ 2,100
Debt conversion, shares issued		600,000
Debt issuance costs		$ 1,000
Discount		2,800
Term loans
Debt Instrument [Line Items]
Debt principal amount		$ 55,000
Number of shares warrants can be converted to				400,000
Exercise Price				$ 0.01
Term loans, noncurrent			50,600
Term loans principal outstanding			55,000
Payment in kind interest accrual net			5,400
Unamortized debt issuance expense			$ 9,800
Debt issuance costs				$ 200
Discount				$ 800
Term loans \| Credit Agreement
Debt Instrument [Line Items]
Debt term		18 months
Interest accrual initial term after closing date		9 months
Extended term of interest payment in debt instrument		3 months
Term loans \| First time period
Debt Instrument [Line Items]
Percentage of capitalized interest payment		100.00%
Term loans \| Second time period
Debt Instrument [Line Items]
Percentage of capitalized interest payment		50.00%
Second amendment to credit agreement
Debt Instrument [Line Items]
Number of shares warrants can be converted to	500,000
Agreed exchange of accrued and previously capitalized interest amount for warrants	$ 1,000
Purchase price per share	$ 0.01
Proceeds from private placement to be used for working capital purpose, condition	$ 9,000
Debt covenants minimum unrestricted cash	$ 1,100
Debt covenants term for determination minimum unrestricted cash (in months)	6 months
Debt covenants minimum cash collateral	$ 10,000
Debt covenants maximum decrease in operating cash	$ 10,000
Debt covenants maximum decrease in operating cash, term (in months)	3 months

Consolidated Balance Sheet Components - Property and Equipment Useful Life (Details)	12 Months Ended
	Jun. 30, 2023
Tablets
Consolidated Balance Sheet Components
Property and equipment useful life	4 years
Computer equipment
Consolidated Balance Sheet Components
Property and equipment useful life	3 years
Software
Consolidated Balance Sheet Components
Property and equipment useful life	3 years

Fair Value Measurements - Fair Value of Financial Instruments (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Fair Value Measurements
Total financial assets	$ 13,884
Total financial liabilities	27,266	$ 93,812
Unvested sponsor shares liability
Fair Value Measurements
Total financial liabilities	1,399
Convertible promissory notes and embedded warrants
Fair Value Measurements
Total financial liabilities		89,663
Common stock warrants
Fair Value Measurements
Total financial liabilities	25,867	4,149
Money market funds
Fair Value Measurements
Total financial assets	13,884
Level 1
Fair Value Measurements
Total financial assets	13,884
Level 1 \| Money market funds
Fair Value Measurements
Total financial assets	13,884
Level 3
Fair Value Measurements
Total financial liabilities	27,266	93,812
Level 3 \| Unvested sponsor shares liability
Fair Value Measurements
Total financial liabilities	1,399
Level 3 \| Convertible promissory notes and embedded warrants
Fair Value Measurements
Total financial liabilities		89,663
Level 3 \| Common stock warrants
Fair Value Measurements
Total financial liabilities	$ 25,867	$ 4,149

Summary of Business and Significant Accounting Policies - Segment Information (Details)	12 Months Ended
	Jun. 30, 2023 segment
Summary of Business and Significant Accounting Policies
Number of reportable segments	1

Leases

12 Months Ended

Jun. 30, 2023

Leases

Leases

5. Leases

As of June 30, 2023, the Company recorded a ROU asset of $0.5 million within other long-term assets on the consolidated balance sheet. As of June 30, 2023, the Company also recorded operating lease liabilities of $0.5 million, of which $0.4 million and $0.1 million were included in accrued liabilities and other long-term liabilities, respectively, on the consolidated balance sheet. The Company adopted ASC 842 on July 1, 2022, and accordingly, no amounts were recorded for ROU assets or operating lease liabilities as of June 30, 2022. Refer to Note 1 for further details.

For the year ended June 30, 2023, the Company recorded operating lease costs of $0.4 million. The operating lease costs for the year ended June 30, 2023 included variable operating lease costs of less than $0.1.

Supplemental information related to the Company’s operating lease was as follows for the year ended June 30, 2023:


Operating cash flows used for operating lease	$	432
Operating lease liability arising from obtaining ROU asset (1)	$	491
Weighted average remaining lease term		1.4	years
Weighted average discount rate		15	%

(1)	Amount includes $0.5 million related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $0.3 million related to the Company entering into a new non-cancellable operating lease agreement during the year ended June 30, 2023.

Future minimum lease payments under the Company’s non-cancellable operating leases with an initial lease term in excess of one year subsequent to June 30, 2023 are as follows:


	As of June 30,
	2023
2024	$	404
2025		143
Gross lease payments		547
Less: imputed interest		(56)
Present value of net future minimum lease payments	$	491

Under the previous lease accounting standard ASC 840, Leases, the aggregate future minimum lease payments under the Company’s non-cancellable operating leases, 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 year ended June 30, 2023 and 2022 was $0.5 million and $0.4 million, respectively.

Income Taxes (Tables)

12 Months Ended

Jun. 30, 2023

Income Taxes

Schedule of components of loss before taxes


	June 30,
	2023		2022
United States	$	(34,596)		(56,644)
International		125		100
Total loss before taxes	$	(34,471)		(56,544)

Schedule of Income tax (benefit) provision


	June 30,
	2023		2022
Current:
United States	$	—	$	—
State		9		17
International		—		—
Total current tax provision		9		17

Deferred:
United States		—		(234)
State		—		(13)
International		—		—
Total deferred tax (benefit) provision		—		(247)
Total tax (benefit) provision	$	9	$	(230)

Schedule of effective income tax rate reconciliation


	June 30,
	2023		2022
Federal statutory rate		21.00%		21.00%
State tax net of federal benefit		0.00%		(0.01)%
Tax credits and foreign rate differential		1.26%		0.70%
Change in fair value of warrants and convertible notes		(3.33)%		(0.59)%
Convertible debt		29.41%		(7.03)%
Other		(2.54)%		0.61%
Change in valuation allowance		(45.80)%		(14.27)%
Benefit (provision) for income taxes		(0.00%)		0.41%

Schedule of components of net deferred tax assets

The components of net deferred tax assets are as follows (in thousands):


	June 30,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	43,032	$	31,038
Deferred revenue		127		1,823
Tax credits		5,627		4,795
Stock based compensation		940		295
Capitalized Research and Development		3,259		—
Non deductible interest		3,938		1,221
Lease liability		110		—
Accruals and reserves		609		590
Other		32		—
Total deferred tax assets		57,674		39,762
Less: valuation allowance		(56,492)		(38,750)
Total deferred tax assets, net of valuation allowance		1,182		1,012

Deferred tax liabilities:
Intangibles		(1,074)		(926)
Other		(108)		(86)
Total deferred tax liabilities		(1,182)		(1,012)
Net deferred tax assets	$	—	$	—

Schedule of changes in the balance of gross unrecognized tax benefits

The aggregate changes in the balance of gross unrecognized tax benefits are as follows (in thousands):


	June 30,
	2023		2022
Balance at beginning of year	$	4,916	$	4,189
Decrease related to prior period tax positions		(167)		—
Increase related to current year tax positions		711		727
Balance at end of year	$	5,460	$	4,916

Related Party Transactions

12 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

15. Related Party Transactions

During the year ended June 30, 2023, as part of the Company’s private placement that closed in May 2023, the Company received $3.0 million of proceeds in exchange for 1,500,000 newly issued shares of Common Stock of the Company from Cleveland Avenue, LLC, an entity which holds a greater than 10% interest in the Company, and therefore is a related party. A board member of the Company also is an officer of Cleveland Avenue, LLC.

As of June 30, 2022, the Company had $9.6 million of convertible promissory notes and embedded warrants with entities in which a member of the Company’s board of directors is an officer and has a financial interest (“affiliated entities”) and were classified as a current liability on the 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 year ended June 30, 2023. As of June 30, 2023, 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 year ended June 30, 2023, the Company received an equity investment of $1.0 million from an investor who held a significant portion of the Company’s convertible promissory notes at the time of the investment in exchange for 133,133 shares in the Company. Refer to Note 9 for further details.

Additionally, during the year ended June 30, 2023, the Company granted 1,200,000 of RSUs to a director of the Company who was appointed Interim CEO in March 2023, with a grant date fair value of $4.56 per RSU. Refer to Note 11 for further details.

Stockholders' Deficit - Common stock reserved (Details)	Jun. 30, 2023 shares
Stockholders' Deficit
Common stock reserved for future issuance	51,260,285
Equity awards available for future grants
Stockholders' Deficit
Common stock reserved for future issuance	1,085,462
Common stock options and RSUs
Stockholders' Deficit
Common stock reserved for future issuance	14,462,348
Earnout Shares
Stockholders' Deficit
Common stock reserved for future issuance	14,397,022
Common stock warrants
Stockholders' Deficit
Common stock reserved for future issuance	21,315,453

Consolidated Balance Sheet Components - Investments in Non-Affiliates (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Investment in non-affiliated entity	$ 2,000	$ 2,000	$ 155
Impairments or observable price changes		$ 0

Leases - Supplemental information (Details) - USD ($)	12 Months Ended
Leases - Supplemental information (Details) - USD ($)	Jun. 30, 2023	Jul. 01, 2022	Jun. 30, 2022
Leases
Operating cash flows used for operating lease	$ 432,000
Operating lease liability arising from obtaining ROU asset (1)	$ 491,000		$ 0
Weighted average remaining lease term	1 year 4 months 24 days
Weighted average discount rate	15.00%
New non-cancelable operating lease
Leases
Operating lease liability arising from obtaining ROU asset (1)	$ 300,000
ASU 2016-02
Leases
Operating lease liability arising from obtaining ROU asset (1)		$ 500,000

Stock-Based Compensation

12 Months Ended

Jun. 30, 2023

Stock-Based Compensation

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 adopted the 2022 Incentive Award Plan (the “2022 Plan”). As of June 30, 2023, the number of shares of Common Stock reserved for future issuance under the 2022 Plan was 1,085,462 The Board may grant incentive and non-statutory stock options and 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, at the date of grant. Awards generally vest ratably over periods determined by the Board, generally four or five 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 May 2023 and February 2023, the Company granted an aggregate of 1,037,125 and 2,721,486 RSUs, respectively, to its employees, consultants and directors with service-based vesting conditions with a weighted average grant date fair value of $3.43 and $3.58, respectively, per RSU, based on the closing stock price on the date of grant. The awards vest ratably over five years for employees and one to three years for directors. As of June 30, 2023, $10.2 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.7 years.

In September 2022, the Company granted 1,200,000 RSUs to a director, appointed to Interim CEO of the Company in March 2023, 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 year ended June 30, 2023 related to the RSUs of $3.0 million. As of June 30, 2023, $2.4 million of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 1.4 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.

In July 2022, the Company granted an aggregate of 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 did not result in satisfaction of the performance condition and as such the Board approved a modification of the awards to waive the performance condition in consideration of consummating the deSPAC. The Company recorded compensation expense of $1.1 million during the year ended June 30, 2023 related to these RSUs as achievement of the performance-based vesting condition was waived and a cumulative catch-up adjustment was recorded. As of June 30, 2023, $2.5 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 3.97 years.

The Company has 300,376 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 four years after the performance-based vesting condition occurs. The performance-based vesting condition for the 300,376 performance-based options was satisfied in connection with a public liquidity event effective with the closing of the Merger. The Company recognized a modification expense to accelerate the service-based vesting condition associated with these options upon termination of the executive’s employment, which is included in the modification expense noted below. The Company did not record compensation expense during the year ended June 30, 2022 related to the options that contain a performance-based vesting condition satisfied by a public liquidity event as achievement of the performance-based vesting conditions was not deemed probable of occurring.

The Company recorded $1.2 million in additional stock-based compensation expense due to modifications of individual stock option and RSU awards for certain executives upon termination from the Company for accelerated vesting and extension of award exercise periods in the year ending June 30, 2023.

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 presented on an as converted basis to reflect the impact of the retroactive application of the recapitalization using the Exchange Ratio:


	Number of	Weighted-		Weighted-	Aggregate
	Options	Average		Average Remaining	Intrinsic
	Outstanding	Exercise Price		Contractual Life (years)	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 year	11,213,615		0.73	6.66
Exercised	(955,062)		0.61
Forfeited and expired	(356,850)		1.33
Balance –June 30, 2023	9,901,703		0.72	4.40
Vested and expected to vest at June 30, 2023	9,901,703		0.72	4.40	$	44,698
Exercisable at June 30, 2023	9,134,330		0.57	4.12		42,449

The aggregate intrinsic value of options exercised during fiscal years 2023 and 2022 was $4.4 million and $1.9 million, respectively. The weighted average grant date fair value of granted options during fiscal years 2023 and 2022 were zero and $1.19, respectively.

The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan presented on an as converted basis to reflect the impact of the retroactive application of the recapitalization using the Exchange Ratio:


	Number of	Weighted- Average
	Awards Outstanding	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 year	350,426		7.98
Granted	5,795,240		3.75
Vested	(1,119,826)		4.11
Forfeited	(465,195)		3.58
Unvested Balance - June 30, 2023	4,560,645		4.00

Significant Assumptions used in Estimating Option Fair Value and Stock-Based Compensation Expense

The Company estimated the fair values of each option awarded on the date of grant using the Black-Scholes-Merton option pricing model utilizing the assumptions noted below.

• Risk-free interest rate — The risk-free interest rate was calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as the Company has no history of, nor plans to distribute, dividend payments.

• Expected term — The expected term of the options is based on the average period the stock options are expected to remain outstanding, calculated as the midpoint of the options vesting term and the contractual expiration period, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

• Expected volatility — The expected stock price volatility for the Company’s stock was determined by examining the historical volatilities of the Company’s industry peers as the Company did not have any trading history of its Common Stock.

• Expected dividend yield — The dividend yield assumption is zero as the Company has no history of, nor plans to distribute, dividend payments.

The assumptions used under the Black-Scholes-Merton option pricing model and the weighted average calculated value of the options granted to employees are as follows:


	As of			As of
	June 30,			June 30,
	2023			2022
Risk-free interest rate		—	%		1.06
Expected term (in years)		—			6.10 - 6.51
Expected volatility		—	%		45.84% - 46.15%
Expected dividend yield		—			—

Stock-based Compensation Expense

Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees as well as expense associated with earnout shares noted below, by function is as follows:


	Year ended June 30,
	2023		2022
Research and development	$	2,247	$	519
Sales and marketing		560		424
General and administrative		5,892		966
	$	8,699	$	1,909

Stock-based compensation allocated to cost of goods sold was not material for the years ended June 30, 2023 and 2022. The weighted-average grant date fair value of options vested during the years ended June 30, 2023 and 2022 was $1.48 and $1.05, respectively. As of June 30, 2023, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $1.7 million which is expected to be recognized over a weighted-average period of 2.02 years.

During the year ended June 30, 2023 the Company recorded $4.9 million 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 year ended June 30, 2022 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”). There was no activity under the plan during the year ended June 30, 2023, as the Company has not yet conducted any offerings pursuant to the 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.

Other Stock-based Compensation

In connection with the acquisition of CyborgOps (refer to Note 14), the Company issued 475,638 shares of Common Stock to employees of CyborgOps who had continued employment with the Company, which 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 years ended June 30, 2023 and 2022, the Company recognized $0.9 million and $0.1 million of stock-based compensation expense related to these equity awards, respectively. In May 2023, the Company forfeited 256,891 unvested shares related to employees who were no longer employed with the Company. As of June 30, 2023, unrecognized stock-based compensation expense associated with these equity awards, as adjusted for terminations, was $1.0 million, as adjusted for terminations, which is expected to be recognized over a weighted-average period of 2.87 years.

Income Taxes - Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Current:
State	$ 9	$ 17
Total current tax provision	9	17
Deferred:
United States		(234)
State		(13)
Total deferred tax (benefit) provision		(247)
Total tax (benefit) provision	$ 9	$ (230)
Effective tax rate	0.00%	0.41%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Net Loss Per Share (Tables)

12 Months Ended

Jun. 30, 2023

Net Loss Per Share

Schedule of computation of basic and diluted net loss per share attributable to common stockholders


	Year ended June 30,
	2023		2022
Numerator:
Net loss attributable to Common Stockholders, basic and diluted	$	(34,480)	$	(56,314)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Common Stockholders, basic and diluted		46,499,850		27,268,887
Net loss per share attributable to Common Stockholders, basic and diluted	$	(0.74)	$	(2.07)

Schedule of potential shares of common stock excluded from computation of diluted net loss per share


	Year Ended June 30,
	2023	2022
Stock options and RSUs	14,462,348	11,568,090
Convertible notes	—	5,827,990
Common stock warrants	21,050,077	4,658,865
Common stock subject to vesting - CyborgOps	103,814	475,638
Total potential shares of common stock excluded from the computation of diluted net loss per share	35,616,239	22,530,583

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory rate	21.00%	21.00%
State tax net of federal benefit	0.00%	(0.01%)
Tax credits and foreign rate differential	1.26%	0.70%
Change in fair value of warrants and convertible notes	(3.33%)	(0.59%)
Convertible debt	29.41%	(7.03%)
Other	(2.54%)	0.61%
Change in valuation allowance	(45.80%)	(14.27%)
Benefit (provision) for income taxes	0.00%	0.41%

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 15,143	$ 3,017
Restricted cash	10,000
Accounts receivable, net of allowance for doubtful accounts of $746 and $353, respectively	1,831	1,518
Inventories	629	869
Deferred costs, current	2,301	8,443
Prepaid expenses and other current assets	1,162	707
Total current assets	31,066	14,554
Deferred costs, net of current portion	92	2,842
Investment in non-affiliate	2,000
Deferred transaction costs		5,765
Property and equipment, net	909	1,975
Intangible assets, net	10,528	4,226
Goodwill	1,156	1,156
Other long-term assets	936	18
Total assets	46,687	30,536
Current liabilities:
Accounts payable	3,295	5,916
Accrued liabilities	4,319	6,215
Financing obligations, current	1,676	8,840
Term loans, current	50,639	25,443
Convertible promissory notes and embedded warrants, current		89,663
Deferred revenue, current	1,284	10,532
Total current liabilities	61,213	146,609
Financing obligations, net of current	3,000
PPP loans		2,000
Warrant liabilities	25,867	4,149
Deferred revenue, net of current portion	299	237
Other long-term liabilities	1,535
Total liabilities	91,914	152,995
Commitments and Contingencies (Refer to Note 8)
Stockholders' deficit:
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of June 30, 2023 and June 30, 2022, respectively; no shares issued and outstanding as of June 30, 2023 and June 30, 2022 respectively
Common stock, $0.0001 par value-180,000,000 shares authorized as of June 30, 2023 and June 30, 2022, and 57,180,531 and 27,974,439 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively	5	3
Additional paid-in capital	190,031	78,321
Accumulated deficit	(235,263)	(200,783)
Total stockholders' deficit	(45,227)	(122,459)
Total liabilities and stockholders' deficit	$ 46,687	$ 30,536

Subsequent Events - Third Amendment to Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 10, 2023	Sep. 22, 2022
Subsequent Event [Line Items]
Number of shares warrants can be converted to		18,415,453
Subsequent Event \| Credit Agreement
Subsequent Event [Line Items]
Additional debt advanced amount	$ 3.0
Interest for warrants	6.0
Subsequent Event \| Third Amendment To Credit Agreement
Subsequent Event [Line Items]
Debt covenants minimum cash collateral	$ 10.0
Rolling term of operating cash	3 months
Subsequent Event \| Third Amendment To Credit Agreement \| October 2023
Subsequent Event [Line Items]
Cash burn amount	$ 10.7
Subsequent Event \| Third Amendment To Credit Agreement \| November 2023
Subsequent Event [Line Items]
Cash burn amount	11.4
Subsequent Event \| Third Amendment To Credit Agreement \| December 2023
Subsequent Event [Line Items]
Cash burn amount	$ 10.3
Subsequent Event \| Third Amendment To Credit Agreement \| First time period
Subsequent Event [Line Items]
Percentage of capitalized interest payment	100.00%
Subsequent Event \| Third Amendment To Credit Agreement \| Second time period
Subsequent Event [Line Items]
Percentage of capitalized interest payment	100.00%
Presto CA LLC \| Subsequent Event \| Credit Agreement
Subsequent Event [Line Items]
Amount of additional equity investments	$ 3.0
Presto CA LLC \| Subsequent Event \| Credit Agreement \| Minimum
Subsequent Event [Line Items]
Percentage of ownership of equity interest	10.00%
Third Amended Warrants \| Subsequent Event \| Credit Agreement
Subsequent Event [Line Items]
Number of shares warrants can be converted to	3,000,000
Purchase price	$ 0.01

Consolidated Balance Sheet Components - Intangible Assets, net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Intangible assets, gross	$ 11,205	$ 4,586
Less: accumulated amortization	(677)	(360)
Intangible assets, net	10,528	4,226
Capitalized software
Consolidated Balance Sheet Components
Intangible assets, gross	9,754	3,135
Developed technology
Consolidated Balance Sheet Components
Intangible assets, gross	1,300	1,300
Domain name
Consolidated Balance Sheet Components
Intangible assets, gross	$ 151	$ 151

Warrants (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
Warrants (Details) - USD ($) $ in Thousands	Sep. 21, 2022	Sep. 30, 2022	Jun. 30, 2023	Sep. 22, 2022	Aug. 31, 2022	Aug. 04, 2022	Jun. 30, 2022	Mar. 11, 2022	Oct. 29, 2021
Warrants
Number of Shares			21,315,453				4,713,303		404,961
Number of shares warrants can be converted to				18,415,453
Warrants exercised		141,970
Reclassification of liability classified warrants to equity			$ 830
Lago Term Loans
Warrants
Number of Shares					169,310
Number of shares warrants can be converted to						169,310		205,602
Horizon Term Loan
Warrants
Shares of liability classified warrants reclassified to equity	294,725
Reclassification of liability classified warrants to equity	$ 800
Credit Agreement
Warrants
Number of Shares	1,500,000
Common Stock
Warrants
Issuance of common stock (in shares)		136,681	4,903,833
Public warrants
Warrants
Number of Shares	8,625,000
Private warrants
Warrants
Number of Shares	6,125,000

Stock-Based Compensation - Other Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Sep. 21, 2022	Jun. 11, 2022	May 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Weighted average period of recognition				1 year 3 months 18 days
Compensation expense				$ 8,699	$ 1,909
Number of shares forfeited				602,978
Unrecognized stock-based compensation				$ 7,300
CyborgOps
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock shares issued (in Shares)	475,638
Weighted average period of recognition				2 years 10 months 13 days
Grant date fair value	$ 8.75
Compensation expense				$ 900	$ 100
Number of shares forfeited			256,891
Unrecognized stock-based compensation				$ 1,000
Stock based compensation vesting period		4 years

Revenue - Remaining performance obligations (Details) - USD ($) $ in Millions	Jun. 30, 2023	Jul. 29, 2019
Revenue
Revenue expected to be recognized from remaining performance obligations	$ 4.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue
Revenue expected to be recognized from remaining performance obligations	$ 4.0
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 \| Customer A
Revenue
Revenue, remaining performance obligation, expected timing of satisfaction, period		4 years

Fair Value Measurements (Tables)

12 Months Ended

Jun. 30, 2023

Fair Value Measurements

Schedule of fair value of financial instruments


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	13,884	$	—	$	—	$	13,884
Total financial assets	$	13,884	$	—	$	—	$	13,884

Financial liabilities:
Unvested Sponsor Shares liability	$	—	$	—	$	1,399		1,399
Warrant liabilities		—		—		25,867		25,867
Total financial liabilities	$	—	$	—	$	27,266	$	27,266


	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 June 30, 2022
	Next		Next		Change in		Maturity
	Financing - Private		Financing - Public		Control		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			As of
	June 30,			June 30,
	2023			2022
Risk-free interest rate		4.19	%		3.00	%
Expected term (in years)		4.75			5.93
Expected volatility		56.76	%		65.72	%
Expected dividend yield		—			—
Exercise price	$	4.50		$	7.48

Schedule of cumulative difference between carrying amount and the fair value


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

Schedule of changes in fair value of level 3


	Convertible
	Promissory				Unvested
	Notes and				Sponsor
	Embedded		Warrant		Shares
	Warrants		Liabilities		Liability
Balance at June 30, 2022	$	89,663	$	4,149	$	—
Reclassification of liability classified warrants to equity		—		(830)		—
Issuance of warrants		—		7,701		—
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger		—		9,388		1,588
Change in fair value		(48,271)		5,459		(189)
Conversion of warrant liabilities and convertible promissory notes		(41,392)		—		—
Balance at June 30, 2023	$	—	$	25,867	$	1,399


	Convertible
	Promissory				Unvested
	Notes and				Sponsor
	Embedded		Warrant		Shares
	Warrants		Liabilities		Liability
Balance at June 30, 2021	$	62,581	$	1,434	$	—
Issuance of convertible promissory notes		8,150		—		—
Issuance of warrants		—		1,118
Change in fair value		18,932		1,597		—
Balance at June 30, 2022	$	89,663	$	4,149	$	—

Unvested sponsor shares liability

Fair Value Measurements

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


	As of June 30, 2023		As of Merger Date
Expected volatility	70.4	%	76.2	%
Expected term (in years)	4.2		5.0
Risk-free interest rate	4.2	%	3.7	%

Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Stock-Based Compensation
Compensation expense		$ 8,699	$ 1,909
Unrecognized stock-based compensation	$ 7,300	$ 7,300
Weighted average period of recognition		1 year 3 months 18 days
Weighted-average grant date fair value of options vested		$ 1.48	$ 1.05
Research and development
Stock-Based Compensation
Compensation expense		$ 2,247	$ 519
Sales and marketing
Stock-Based Compensation
Compensation expense		560	424
General and administrative
Stock-Based Compensation
Compensation expense		5,892	966
Options
Stock-Based Compensation
Unrecognized stock-based compensation	1,700	$ 1,700
Weighted average period of recognition		2 years 7 days
Earnout Shares
Stock-Based Compensation
Compensation expense	4,900	$ 4,900	$ 0
Earnout Shares \| Research and development
Stock-Based Compensation
Compensation expense	1,300
Earnout Shares \| Sales and marketing
Stock-Based Compensation
Compensation expense	400
Earnout Shares \| General and administrative
Stock-Based Compensation
Compensation expense	$ 3,200

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 746	$ 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	0	0
Preferred stock, shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	180,000,000	180,000,000
Common stock, shares issued	57,180,531	27,974,439
Common stock, shares outstanding	57,180,531	27,974,439

Summary of Business and Significant Accounting Policies - Trust Proceeds and PIPE investment (Details) $ in Thousands			12 Months Ended
	Sep. 22, 2022 USD ($)	Sep. 21, 2022 USD ($) shares	Jun. 30, 2023 USD ($) item	Dec. 30, 2020 USD ($)
Summary of Business and Significant Accounting Policies
Number of Presto Tablets shipped since the Company's founding \| item			277,000
Number of some of the largest casual dining chains in the United States the Company has shipped Presto Touch tablets to \| item			3
Exchange ratio	0.8099%
Amount placed in trust account				$ 151,500
Unredeemed Funds		$ 9,500
Issuance of common stock			$ 9,845
Cash-PIPE investment	$ 55,400
Net cash received from completion of merger			49,800
Other costs		$ 500
Private Placement
Summary of Business and Significant Accounting Policies
Issuance of common stock (in shares) \| shares		7,133,687
Issuance of common stock		$ 55,400
Cash-Ventoux Trust and working capital cash		9,584
Cash-PIPE investment		55,400
Less: transaction costs and other payments		(15,144)
Net cash received from completion of merger		$ 49,840
Legacy Presto
Summary of Business and Significant Accounting Policies
Exchange ratio		0.8099%
Issuance of common stock (in shares) \| shares		260,000
Net cash received from completion of merger		$ 49,800
Transaction costs related to merger		2,100
Unpaid transaction costs			$ 10,400
Payment of transaction cost		4,900
Merger related transaction cost payable		3,200
Ventoux
Summary of Business and Significant Accounting Policies
Repayment of loans		1,900
Transaction costs related to merger		$ 7,800

Revenue

12 Months Ended

Jun. 30, 2023

Revenue

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 consolidated balance sheets was $0.7 million, $0.5 million and $0.4 million as of June 30, 2023, June 30, 2022 and July 1, 2021, respectively. The beginning balance of accounts receivable as of July 1, 2021 was $1.2 million. The amount of contract assets including deferred costs, in the consolidated balance sheets was $2.4 million, $11.3 million and $21.9 million, as of June 30, 2023 and 2022, and July 1, 2021, 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 twelve-month period.

The following table summarizes the activity in deferred revenue:


	Deferred
	Revenue
Balance as of June 30, 2021	$	25,623
Additions		4,481
Revenue recognized		(19,335)
Balance as of June 30, 2022	$	10,769


	Deferred
	Revenue
Balance as of June 30, 2022	$	10,769
Additions		3,246
Revenue recognized		(12,432)
Balance as of June 30, 2023	$	1,583

As of June 30, 2023, approximately $4.3 million of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $4.0 million 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 the Company agreed to provide a $5.0 million 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 June 30, 2023 and June 30, 2022, the Company had incurred $0 and $0.2 million of accrued interest expense, respectively.

On September 29, 2021, the Company entered into a settlement agreement with Customer A regarding the payment of a $5.0 million marketing development payment and related accrued interest to be made to the customer and $2.0 million 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 $2.0 million and cover expenses on behalf of the customer related to a liquid ingress issue resulting from COVID-19 of $3.3 million. 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 $5.0 million to $3.2 million, waive the related accrued interest of $0.8 million and no longer request a refund on a $2.0 million payment it had previously made for handheld services. Subsequently, $0.2 million interest expense was recognized against the prepaid interest balance, and $3.2 million 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 $0.5 million and $1.2 million for the year ended June 30, 2023 and 2022, respectively. The Company will continue to offset revenue recognized based on the original $5.0 million 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 is being recorded as contra-revenue over the term of the customer arrangement, with the corresponding credit to additional paid-in capital. Contra-revenue recognized related to the warrant was $1.2 million for the year ended June 30, 2023. Contra-revenue recognized related to the warrant was not material for the year ended June 30, 2022.

AI Platform

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 year ended June 30, 2023.

Transaction Revenue

The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 83% to 90% and 81% to 90% premium content revenue by customer brand for the year ended June 30, 2023 and 2022, respectively.

Disaggregation of Revenue

No single country other than the United States represented 10% or more of the Company’s revenue during years ended June 30, 2023 and 2022.

For the years ended June 30, 2023 and 2022, $2.0 million and $2.3 million of revenue was from leasing arrangements or with predominant leasing components, 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

Stock-Based Compensation - Equity Incentive Plan RSU Activity (Details) - RSU	12 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Awards Outstanding
Number of Awards Outstanding, Beginning unvested balance \| shares	350,426
Number of Awards Outstanding, Granted \| shares	5,795,240
Number of Awards Outstanding, Vested \| shares	(1,119,826)
Number of Awards Outstanding, Forfeited \| shares	(465,195)
Number of Awards Outstanding, Ending unvested balance \| shares	4,560,645
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Beginning unvested balance \| $ / shares	$ 7.98
Weighted- Average Grant Date Fair Value, Granted \| $ / shares	3.75
Weighted- Average Grant Date Fair Value, Vested \| $ / shares	4.11
Weighted- Average Grant Date Fair Value, Forfeited \| $ / shares	3.58
Weighted- Average Grant Date Fair Value, Ending unvested balance \| $ / shares	$ 4.00
Previously Reported
Number of Awards Outstanding
Number of Awards Outstanding, Beginning unvested balance \| shares	432,666
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Beginning unvested balance \| $ / shares	$ 6.46
Revision of Prior Period, Adjustment
Number of Awards Outstanding
Number of Awards Outstanding, Beginning unvested balance \| shares	82,240
Weighted- Average Grant Date Fair Value
Weighted- Average Grant Date Fair Value, Beginning unvested balance \| $ / shares	$ 1.52

Stock-Based Compensation - Employee Stock Purchase Plan (Details) - ESPP	Sep. 21, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price percentage	15.00%
Employee stock offering period	6 months
Percentage of common stock on first day	85.00%
Percentage of common stock on last day	85.00%

Stockholders' Deficit (Tables)

12 Months Ended

Jun. 30, 2023

Stockholders' Deficit

Schedule of the preferred stock outstanding and other related information


	June 30, 2022
											Common
											Stock
	Original						Net				Issuable
	Issue		Shares		Shares		Carrying		Liquidation		Upon
	Price		Authorized		Outstanding		Value		Preference		Conversion
Series A	$	0.3017		9,410,799		8,621,800		2,567		2,601		8,621,800
Series AA-1		9.3597		1,131,190		1,024,349		9,520		9,588		1,024,349
Series AA-2		3.3215		169,083		169,083		546		562		169,083
Series B		0.9959		10,364,829		10,364,829		10,131		10,322		10,364,829
Series B-1		0.6711		4,619,282		4,619,282		3,100		3,100		4,619,282
Series C		6.608		3,026,634		1,513,316		9,965		10,000		1,513,316
Series C-1		5.2864		2,030,761		2,030,761		10,735		10,735		2,030,761
Total				30,752,578		28,343,420	$	46,564	$	46,908	$	28,343,420

Schedule of common stock reserved for future issuance


		As of
		June 30,
		2023
Warrants to purchase Common Stock		21,315,453
Common Stock options and RSUs		14,462,348
Equity awards available for future grants		1,085,462
Earnout shares		14,397,022
		51,260,285

CyborgOps Acquisition

12 Months Ended

Jun. 30, 2023

CyborgOps Acquisition

CyborgOps Acquisition

14. CyborgOps Acquisition

On May 23, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with CyborgOps, a provider of artificial intelligence-based products and services for merchants’ phone answering and ordering systems, to purchase substantially all of its assets and assume certain liabilities. The transaction closed on May 23, 2022. The purpose of the acquisition was to allow the Company to accelerate its development of the Company’s technology, including acquiring CyborgOps’ assembled workforce to assist in such development. Pursuant to the Asset Purchase Agreement, the stockholders of CyborgOps were entitled to receive up to $6.8 million in total consideration, consisting of 601,764 shares of the Company’s Common Stock valued at $8.75 per share and $1.5 million in cash consideration, consisting of $0.1 million in cash paid upon closing and a $1.4 million promissory note. The promissory note had interest at 5% and required monthly payments of $50 thousand, consisting of interest and principal payments, beginning in June 2022. All of the unpaid principal and accrued interest was paid off at the close of the Merger.

Of the $6.8 million total consideration, $2.2 million was accounted for as consideration transferred, consisting of $0.2 million in cash paid upon closing, $1.0 million deferred cash consideration and $1.1 million of stock consideration, representing the conveyance to the former stockholders of 126,126 Company shares valued at $8.75 per share. On the acquisition date, the remaining 475,638 shares are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting over four years (refer to Note 11). In fiscal year 2023, 256,891 of the awards were cancelled due to the termination of the employees by the Company. The promissory note was accounted for as post-acquisition compensation expense due to certain cancellation and forgiveness provisions based on continuing employment requirements of certain employees, who were also the primary owners of CyborgOps. The continuing employment conditions were not met, however the loan was paid off in fiscal 2023 at the time of the Merger.

The acquisition has been accounted for as a business combination under the acquisition method and, accordingly, the total purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair value on the acquisition date. The fair value of the assets acquired was developed technology intangible assets of $1.3 million (refer to Note 4), $0.2 million deferred tax liability and goodwill of $1.2 million. Except for these assets and liabilities, CyborgOps did not have other material assets or other material liabilities that were assumed by the Company. The intangible assets were measured using the replacement cost method. The goodwill is primarily attributable to the assembled workforce and is not deductible for tax purposes.

The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date. The Company incurred approximately $0.2 million in acquisition-related costs, which were expensed as incurred in general and administrative in the Company’s consolidated statement of operations and comprehensive loss.

The acquisition did not result in material contributions to revenue or net loss in the consolidated financial statements during the year ended June 30, 2022. Additionally, pro forma financial information is not provided for consolidated revenue and net loss per share as such amounts attributable to CyborgOps were not material.

Fair Value Measurements - Fair Value and Carrying Amount (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Fair Value Measurements
Convertible promissory notes and embedded warrants	$ 0
Carrying Amount \| Level 3
Fair Value Measurements
Convertible promissory notes and embedded warrants		$ 51,816
Amount Charged to Earnings to Date \| Level 3
Fair Value Measurements
Convertible promissory notes and embedded warrants		37,847
Fair Value \| Level 3
Fair Value Measurements
Convertible promissory notes and embedded warrants		$ 89,663

Consolidated Balance Sheet Components - Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Consolidated Balance Sheet Components
2024	$ 335
2025	335
2026	308
2027	10
2028	10
Thereafter	46
Total	$ 1,044

Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Revenue
Deferred revenue, beginning of year	$ 10,769	$ 25,623
Additions	3,246	4,481
Revenue recognized	(12,432)
Revenue recognized		(19,335)
Deferred revenue, end of period	$ 1,583	$ 10,769

Summary of Business and Significant Accounting Policies - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 21, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 20, 2023
Summary of Business and Significant Accounting Policies.
Cash and cash equivalents		$ 15,143	$ 3,017
Restricted cash				$ 10,000
Operating losses		(56,407)	(33,214)
Accumulated deficit		(235,263)	$ (200,783)
Net cash received from completion of merger.		49,800
Cash proceeds from issuance of debt		13,700
Proceeds from the issuance of common stock		9,846
Private Placement
Summary of Business and Significant Accounting Policies.
Net cash received from completion of merger.	$ 49,840
Proceeds from the issuance of common stock		$ 9,500

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity Registrant Name	PRESTO AUTOMATION INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39830
Entity Tax Identification Number	84-2968594
Entity Address, Address Line One	985 Industrial Road
Entity Address, City or Town	San Carlos
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	817-9012
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 46.2
Entity Common Stock, Shares Outstanding		57,855,594
Entity Central Index Key	0001822145
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Auditor Name	Moss Adams LLP
Auditor Location	San Francisco , California
Auditor Firm ID	659
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PRST
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $8.21 per share
Trading Symbol	PRSTW
Security Exchange Name	NASDAQ

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss attributable to Common Stockholders, basic and diluted	$ (34,480)	$ (56,314)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	46,499,850	27,268,887
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	46,499,850	27,268,887
Net loss per share attributable to Common Stockholders, basic	$ (0.74)	$ (2.07)
Net loss per share attributable to Common Stockholders, diluted	$ (0.74)	$ (2.07)

- Definition

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

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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended					12 Months Ended
	Sep. 21, 2022	May 31, 2023	Mar. 31, 2023	Feb. 28, 2023	Sep. 30, 2022	Jul. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Stock-Based Compensation
Common stock reserved for future issuance							51,260,285
Stock based compensation expiration period	5 years
Unrecognized stock-based compensation							$ 7,300
Weighted average period of recognition							1 year 3 months 18 days
Compensation expense							$ 8,699	$ 1,909
Exercised term							4 years 1 month 13 days
Aggregate Intrinsic Value, Exercised							$ 4,400	$ 1,900
Weighted average grant date fair value of granted options	$ 3.17						$ 0	$ 1.19
Options
Stock-Based Compensation
Percentage of shares vested							25.00%
Unrecognized stock-based compensation							$ 1,700
Weighted average period of recognition							2 years 7 days
RSU
Stock-Based Compensation
Share based compensation arrangement by share based payment, granted							5,795,240
Share based compensation arrangement by share based payment, vested							1,119,826
Grant date fair value							$ 3.75
Awards outstanding							4,560,645	350,426
Performance Shares
Stock-Based Compensation
Share based compensation arrangement by share based payment, granted									300,376
Share based compensation arrangement by share based payment, vested	300,376
Compensation expense								$ 0
Service Based Vesting Award
Stock-Based Compensation
Service period									4 years
First specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25.00%
Second specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25.00%
Third specified vesting period
Stock-Based Compensation
Stock based compensation expiration period	5 years
Percentage of shares vested	25.00%
Employees, Consultants And Directors [Member] \| RSU
Stock-Based Compensation
Share based compensation arrangement by share based payment, granted		1,037,125		2,721,486
Grant date fair value		$ 3.43		$ 3.58
Unrecognized stock-based compensation							$ 10,200
Weighted average period of recognition							4 years 8 months 12 days
Additional stock-based compensation							$ 1,200
Employees and consultants \| RSU
Stock-Based Compensation
Stock based compensation vesting period		5 years		5 years		5 years
Percentage of shares vested						20.00%
Share based compensation arrangement by share based payment, granted						836,657
Grant date fair value						$ 8.26
Awards outstanding								350,426
Unrecognized stock-based compensation							$ 2,500
Weighted average period of recognition							3 years 11 months 19 days
Compensation expense							$ 1,100
Director and current interim CEO \| RSU
Stock-Based Compensation
Share based compensation arrangement by share based payment, granted					1,200,000
Grant date fair value			$ 4.56
Unrecognized stock-based compensation							$ 2,400
Weighted average period of recognition							1 year 4 months 24 days
Compensation expense							$ 3,000
Director and current interim CEO \| First specified vesting period \| RSU
Stock-Based Compensation
Percentage of shares vested					33.33%
Director and current interim CEO \| Second specified vesting period \| RSU
Stock-Based Compensation
Percentage of shares vested					56.67%
Director and current interim CEO \| Third specified vesting period \| RSU
Stock-Based Compensation
Percentage of shares vested					10.00%
Maximum
Stock-Based Compensation
Stock based compensation vesting period							5 years
Service period							5 years
Stock based compensation expiration period							10 years
Maximum \| Director \| RSU
Stock-Based Compensation
Stock based compensation vesting period		3 years		3 years
Minimum
Stock-Based Compensation
Exercise price percentage							100.00%
Stock based compensation vesting period							4 years
Service period							4 years
Minimum \| Director \| RSU
Stock-Based Compensation
Stock based compensation vesting period		1 year		1 year
2008 Plan
Stock-Based Compensation
Exercised term							30 days
2018 Plan
Stock-Based Compensation
Exercised term							90 days
2022 Plan
Stock-Based Compensation
Common stock reserved for future issuance							1,085,462

Leases - Future minimum lease payments (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Future minimum lease payments
2024	$ 404,000
2025	143,000
Gross lease payments	547,000
Less: imputed interest	(56,000)
Operating lease liability	$ 491,000	$ 0

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 43,032	$ 31,038
Deferred revenue	127	1,823
Tax credits	5,627	4,795
Stock based compensation	940	295
Capitalized Research and Development	3,259
Non-deductible interest	3,938	1,221
Lease liability	110
Accruals and reserves	609	590
Other	32
Total deferred tax assets	57,674	39,762
Less: valuation allowance	(56,492)	(38,750)
Total deferred tax assets, net of valuation allowance	1,182	1,012
Deferred tax liabilities:
Intangibles	(1,074)	(926)
Other	(108)	(86)
Total deferred tax liabilities	(1,182)	(1,012)
Net deferred tax assets	$ 0	$ 0

Stockholders' Deficit - Liquidation preference (Details)	Jun. 30, 2022 $ / shares
Series C
Stockholders' Deficit.
Original Issue Price	$ 6.6080
Series C-1
Stockholders' Deficit.
Original Issue Price	5.2864
Series B
Stockholders' Deficit.
Original Issue Price	0.9959
Series B-1
Stockholders' Deficit.
Original Issue Price	0.6711
Series A
Stockholders' Deficit.
Original Issue Price	0.3017
Series AA-1
Stockholders' Deficit.
Original Issue Price	9.3597
Series AA-2
Stockholders' Deficit.
Original Issue Price	$ 3.3215

Debt Arrangements (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Financing Obligations
Total debt	$ 50,639	$ 117,106
Less: debt, current	(50,639)	(115,106)
Total debt, noncurrent		2,000
Convertible notes
Financing Obligations
Total debt		89,663
Credit Agreement
Financing Obligations
Total debt	$ 50,639
Term loans
Financing Obligations
Total debt		25,443
PPP Loan
Financing Obligations
Total debt		$ 2,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Consolidated Balance Sheet Components

12 Months Ended

Jun. 30, 2023

Consolidated Balance Sheet Components

Consolidated Balance Sheet Components

4. Consolidated Balance Sheet Components

Accounts Receivable, net

The Company’s allowance for doubtful accounts is as follows:


	As of
	June 30,
	2022
Allowance for doubtful accounts, beginning of year - June 30, 2021	$	902
Additions		265
Recoveries		(338)
Write-offs		(476)
Allowance for doubtful accounts, end of year - June 30, 2022		353
Additions		691
Recoveries		—
Write-offs		(298)
Allowance for doubtful accounts, end of year - June 30, 2023	$	746

Inventories

Inventories consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Finished goods	$	629	$	869
Total inventories	$	629	$	869

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Security deposits	$	27	$	351
Other receivables		280		—
Prepaid expenses		432		263
Prepaid insurance		423		93
Total prepaid expenses and other current assets	$	1,162	$	707

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 $2.0 million investment in the 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 and possesses no 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 value, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the year ended June 30, 2023, 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. The Company has no plans at this time for further investment or other form of financial support.

Property and Equipment, net

Property and equipment, net consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Tablets	$	5,774	$	5,663
Computer equipment		634		519
Software		4		562
Total property and equipment		6,412		6,744
Less: accumulated depreciation		(5,503)		(4,769)
Property and equipment, net	$	909	$	1,975

Depreciation expense was $1.3 million and $1.6 million for the years ended June 30, 2023 and 2022, respectively, of which $1.2 million and $1.5 million, respectively, was related to capital leased equipment and was recorded in cost of revenue in the Company’s consolidated statement of operations and comprehensive loss. The remainder of depreciation expense was recorded in operating expenses for the years ended June 30, 2023 and 2022.

During the year ended June 30, 2022, the Company recognized a loss on impairment of $0.6 million in cost of revenue in the Company’s consolidated statement of operations and comprehensive loss. The impairment charge was primarily related to specific assets under lease with customers that terminated their contracts. Accordingly, the Company experienced a significant adverse change

in the extent the property and equipment were being used. The Company evaluated the recoverability of the assets and concluded they were not recoverable. There was no impairment charge in the year ended June 30, 2023.


		Years
Tablets		4
Computer equipment		3
Software		3
Leasehold improvements		Shorter of estimated useful life or remaining lease term

Intangible Assets, net

Intangible assets, net consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Capitalized software	$	9,754	$	3,135
Developed technology		1,300		1,300
Domain name		151		151
Intangible assets, gross		11,205		4,586
Less: accumulated amortization		(677)		(360)
Intangible assets, net	$	10,528	$	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 $0.3 million and $0.1 for the years ended June 30, 2023 and 2022, respectively. Within capitalized software as of June 30, 2023 and 2022, $9.4 million and $2.8 million are in-process capitalized software costs, respectively, and accordingly, the amortization of such costs is excluded from the table below. During the year ended June 30, 2022, the Company recognized a loss on impairment of $0.1 million related to its capitalized software in cost of revenue in the Company’s consolidated statement of operations and comprehensive loss.

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


2024	$	335
2025		335
2026		308
2027		10
2028		10
Thereafter		46
Total	$	1,044

Accrued Liabilities

Accrued liabilities consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Accrued expenses	$	253	$	2,176
Accrued vacation		868		874
Accrued payroll		1,208		1,686
Operating lease liability, current		355		—
Accrued interest		375		402
Accrued repair cost (Refer to Note 8)		392		724
Accrued sales tax		134		86
Accrued other		734		267
Total accrued liabilities	$	4,319	$	6,215

Other Long-term Liabilities

Other long-term liabilities consisted of the following:


	As of		As of
	June 30,		June 30,
	2023		2022
Unvested Sponsor Shares liability	$	1,399	$	—
Operating lease liability, net of current portion		136		—
Total other long-term liabilities	$	1,535	$	—

Commitments and Contingencies

12 Months Ended

Jun. 30, 2023

Commitments and Contingencies.

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 year ended June 30, 2023 and 2022, the Company has incurred costs to refurbish Presto Touch tablets of $1.5 million and $3.0 million, respectively, recorded in cost of Platform revenue in the Company’s consolidated statements of operations and comprehensive loss. In connection with the service level agreements, the Company has recorded $0.4 million and $0.7 million in accrued liabilities in the consolidated balance sheets as of June 30, 2023 and June 30, 2022, respectively, for expected repair costs for Presto Touch tablets currently in the Company’s RMA process.

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 solutions 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 year ended June 30, 2022, the Company continued to experience higher than normal hardware returns for repair or replacement using an 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 that 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 $0.6 million of repair and replacement expenses related to this issue during the year ended June 30, 2022. The Company provided repair and replacement of its hardware devices to all of its customers as a one-time only accommodation due to COVID-19. The Company has also made a claim to recover the costs from its third-party subcontractor who manufactures the hardware. Refer to Legal Proceedings below. The Company incurred no repair and replacement expenses related to this issue in the year ended June 30, 2023.

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, other than identified below, the Company does not have any such matters that, if resolved unfavorably, could reasonably be expected to have a material impact on its financial condition, results of operations or cash flows.

In February 2022, the Company was added as a co-defendant in a patent infringement lawsuit in the U.S. District Court for the district of Delaware that was brought against Hi Auto, Inc. by Valyant AI, Inc. (“Valyant”) in December 2021, alleging infringement of Valyant’s patent relating to a speech-based/natural language order process system. The lawsuit seeks to enjoin the co-defendants from continued alleged infringement and seeks unspecified statutory and other damages. A motion to dismiss is currently pending in the matter, as is a petition by Hi Auto challenging the validity of Valyant’s patent. Valyant itself is seeking a reissue of its patent to correct a priority date issue, which may result in amendments to the claims and further validity challenges based on additional prior art made relevant by a later priority date for some or all claims that may be examined or issued. The U.S. District Court for the district of Delaware has stayed the infringement action pending an initial decision on Hi Auto’s petition challenging the validity of the patent. The Company intends to vigorously defend all claims asserted against it. Because of the early stages of the proceedings, the Company currently is unable to predict the outcome of the lawsuit or to estimate the range of loss, if any, that could result were there to be an unfavorable outcome, but also believes that it has rights to indemnification from Hi Auto in such event.

In June 2022, the Company received a favorable arbitrator ruling from the Singapore International Arbitration Center related to a matter with its third-party subcontractor and was awarded approximately $11.3 million in damages related to the Company’s loss on infrequent product repairs and to cover its legal expenses. This arbitration ruling was affirmed by the appellate court in the country of the arbitration ruling on March 6, 2023. The vendor appealed the ruling to the highest court in that country in May 2023 and the appeal is currently pending. As a result, the award has not met the criteria to be considered realizable as of June 30, 2023. As a result, the Company has not recognized any gain related to this settlement in its consolidated statement of operations and comprehensive loss.

In July 2023, the Company and certain of its current and former executive officers received notices of preservation and subpoenas from the staff of the U.S. Securities and Exchange Commission (SEC) stating that the SEC had commenced a formal investigation into disclosures that the Company had made regarding certain aspects of its AI technology. The Company also received a preliminary request for information from the U.S. Department of Justice (DOJ) regarding substantially the same subject matter. The Company is cooperating fully with the SEC and DOJ, including responding to the subpoena and requests for information. The timing and outcome of these investigations is difficult to predict. The Company has incurred, and may continue to incur, significant expenses related to legal, accounting and other professional services in connection with these investigations. At this stage, the Company is

unable to assess whether any material loss is reasonably possible as a result of these investigations or estimate the range of any potential loss.

During fiscal year 2023, the Company received a legal demand with certain former employees who were part of its May 2022 acquisition of Cyborg Ops, Inc. The demand relates to the basis of their change in employment status and whether certain unvested equity in the amount of 256,891 restricted stock awards, which were forfeited and cancelled upon their departure in accordance with the terms of their employment contracts, warranted full and accelerated vestiture upon their last date of employment with the Company. The Company maintains that it is not probable that there is a financial obligation related to this matter nor can the Company estimate any reasonable possible loss at this time, accordingly the Company has not recorded a charge for this matter.

Warrants - Common Stock Outstanding (Details) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	May 22, 2023 $ / shares	Mar. 31, 2023 shares	Jun. 30, 2023 USD ($) D $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Sep. 22, 2022	Sep. 21, 2022 shares	Oct. 31, 2021 shares	Oct. 29, 2021 shares	Mar. 05, 2021	Mar. 11, 2016
Warrants
Exercise Price \| $ / shares			$ 6.53	$ 6.53
Number of Shares \| shares			21,315,453	4,713,303				404,961
Common warrants one
Warrants
Exercise Price \| $ / shares			$ 7.80	$ 7.80
Number of Shares \| shares			12,811	12,811
Term (years)			7 years	7 years
Common warrants two
Warrants
Exercise Price \| $ / shares			$ 7.80	$ 7.80
Number of Shares \| shares			41,636	41,636
Term (years)			7 years	7 years
Common warrants three
Warrants
Exercise Price \| $ / shares			$ 7.80	$ 7.80
Number of Shares \| shares			16,654	16,654
Term (years)			7 years	7 years
Common warrants four
Warrants
Exercise Price \| $ / shares			$ 9.25	$ 9.25
Number of Shares \| shares			84,461	84,461
Term (years)			6 years 6 months	10 years
Common warrants five
Warrants
Exercise Price \| $ / shares			$ 0.01	$ 0.37
Number of Shares \| shares			404,961	141,970
Term (years)			6 years 8 months 12 days	10 years
Common warrants six
Warrants
Exercise Price \| $ / shares			$ 0.37	$ 0.01
Number of Shares \| shares			178,395	2,575,190
Term (years)			10 years		5 years
Common warrants seven
Warrants
Exercise Price \| $ / shares			$ 0.37	$ 0.01
Number of Shares \| shares			57,952	404,961			404,961
Term (years)			10 years	6 years 8 months 12 days
Number of contingent warrants outstanding \| shares			66,396	321,943
Common warrants eight
Warrants
Exercise Price \| $ / shares			$ 9.25	$ 0.37
Number of Shares \| shares			86,532	178,395
Term (years)			6 years	10 years
Common warrants nine
Warrants
Exercise Price \| $ / shares			$ 0.37	$ 0.37
Number of Shares \| shares			402,679	57,952
Term (years)			6 years	10 years
Common warrants ten
Warrants
Exercise Price \| $ / shares			$ 8.16	$ 9.25
Number of Shares \| shares			182,158	86,532
Term (years)				10 years
Common warrants eleven
Warrants
Exercise Price \| $ / shares			$ 8.16	$ 7.80
Number of Shares \| shares			27,577	402,679
Term (years)			10 years	10 years
Common warrants twelve
Warrants
Exercise Price \| $ / shares			$ 6.53	$ 8.16
Number of Shares \| shares			294,725	182,158
Term (years)			10 years						10 years
Coverage dollar amount \| $			$ 1.9	$ 1.9
Common warrants thirteen
Warrants
Exercise Price \| $ / shares			$ 8.16	$ 8.16
Number of Shares \| shares			374,912	27,577
Term (years)			10 years	10 years
Common warrants fourteen
Warrants
Exercise Price \| $ / shares			$ 11.50	$ 6.53
Number of Shares \| shares			1,500,000	294,725
Term (years)			5 years	10 years
Common warrants fifteen
Warrants
Exercise Price \| $ / shares			$ 8.21	$ 8.16
Number of Shares \| shares			8,625,000	205,602
Term (years)			5 years	10 years
Common warrants sixteen
Warrants
Exercise Price \| $ / shares			$ 11.50
Number of Shares \| shares			6,125,000
Term (years)			5 years
Common warrants seventeen
Warrants
Exercise Price \| $ / shares			$ 0.01
Number of Shares \| shares			400,000
Warrants issued to Lenders \| shares		400,000
Term (years)			5 years
Common warrants eighteen
Warrants
Exercise Price \| $ / shares			$ 0.01
Number of Shares \| shares			2,500,000
Term (years)			5 years
Common warrants one, two and three
Warrants
Term (years)			5 years
Common warrants eight, nine and ten
Warrants
Term (years)										10 years
Second Amendment Metropolitan Warrants
Warrants
Exercise Price \| $ / shares	$ 0.01
Term (years)	5 years
Stock ownership after transaction (as percentage)	4.99%
Public warrants
Warrants
Number of Shares \| shares						8,625,000
Public warrants \| Redemption scenario one
Warrants
Exercise Price \| $ / shares			$ 8.21
Warrants exercisable \| shares			17,250,000
Conversion of Shares \| shares			0.5
Public warrants \| Redemption scenario two
Warrants
Exercise Price \| $ / shares			$ 0.01
Number of trading days within 30 trading day period \| D			20
Period of trading days price must exceed specific price for 20 days to trigger redemption feature \| D			30
Public warrants \| Redemption scenario two \| Minimum
Warrants
Percentage of volume weighted average share price			165.00%
Private warrants
Warrants
Exercise Price \| $ / shares			$ 11.50
Number of Shares \| shares						6,125,000
Private warrants \| Redemption scenario one
Warrants
Exercise Price \| $ / shares			0.01
Private warrants \| Redemption scenario two
Warrants
Exercise Price \| $ / shares			$ 16.50
Number of trading days within 30 trading day period \| D			20
Period of trading days price must exceed specific price for 20 days to trigger redemption feature \| D			30

Summary of Business and Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2023

Summary of Business and Significant Accounting Policies

Schedule of Trust and PIPE net of transaction costs and other payments


	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 $1.9 million of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7.8 million in Ventoux transaction costs related to the Merger, (3) the payment of $4.9 million 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 $0.5 million. Legacy Presto also incurred $2.1 million in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3.2 million in transaction costs which were either paid prior to or after the Merger. As of June 30, 2023, all of the transaction costs incurred by Legacy Presto have been fully paid. Accordingly, in total Legacy Presto incurred transaction costs amounting to $10.4 million.

Schedule of percentage of concentration risk


	Year ended June 30,
	2023		2022
Customer A	59	%	53	%
Customer B	19	%	25	%
Customer C	16	%	15	%
	94	%	93	%


	As of June 30,		As of June 30,
	2023		2022
Customer A	43	%	31	%
Customer B	14	%	41	%
Customer D	37	%	11	%
	94	%	83	%

*Customer C represents less than 10% of accounts receivable and therefore was omitted from the above schedule.

Summary of Business and Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2023

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.

The Company is the developer of enterprise grade AI and automation solutions to the restaurant technology industry that are designed to decrease labor costs, improve staff productivity, increase revenue and enhance the guest experience. The Company offers an AI solution (“Presto Voice”) to quick service restaurants (QSR) and a pay-at-table tablet solution (“Presto Touch”) to casual dining chains. Presto Voice can complete complex orders, including large orders with multiple menu modifications and add-ons with limited on-site restaurant staff intervention. Some of the most recognized restaurant names in the United States are among the Company’s customers including Carl’s Jr., Hardee’s, Del Taco and Checkers for Presto Voice and Applebee’s, Chili’s and Red Lobster for Presto Touch.

Following the Company’s founding in 2008, the Company initially focused exclusively on Presto Touch. As of June 30, 2023, the Company had shipped over 277,000 Presto Touch tablets to three of the largest casual dining chains in the United States. While Presto Touch has accounted for substantially all of the Company’s historical revenues, the Company believes that Presto Voice will contribute an increasing portion of its revenues in the future. Presto Voice addresses the pressing needs of restaurant operators by improving order accuracy, reducing labor costs and increasing revenue through menu upselling, while also providing guests with an improved drive-thru experience. The Company believes its solutions help restaurant operators address their business challenges with compelling end-to-end solutions that seamlessly integrate into a restaurant’s existing technology stacks.

Fiscal Year

The Company’s fiscal year ends on June 30. References to fiscal 2023 or year 2023, for example, refer to the fiscal year ended June 30, 2023.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. References to ASC and ASU included hereinafter 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.

Use of Estimates

The preparation of 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.

The most significant estimates are related to the fair value of certain financial instruments which includes warrant liabilities. Other 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, 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, 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.

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, $151.5 million was placed in a trust account, (the “Trust”), from which various redemptions of amounts in the Trust were made up until the date of the Merger. On the closing date of the Merger, $9.5 million of unredeemed funds were released to Ventoux from the Trust.

In connection with the execution of the Merger, Ventoux entered into separate subscriptions 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 $55.4 million, 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 $49.8 million 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)

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 warrants, stock options and RSUs) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrants, stock options and RSUs) 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 Agreement and Plan of Merger among Ventoux CCM Acquisition Corp., as Acquiror, Ventoux Merger Sub I Inc. as First Merger Sub., Ventoux Merger Sub II

LLC as Second Merger Sub and E La Carte, Inc. as the Company, dated November 10, 2021 (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 and are accounted for under ASC 718. During the period from the date of the Merger through June 30, 2023, the Company recorded stock-based compensation expense associated with earnouts in the amount of $4.9 million to equity award holders who held awards associated with the Company’s equity incentive plan and to common stock holders who are current employees and directors, of which $3.2 million, $1.3 million, and $0.4 million are recorded within general and administrative, research and development and sales and marketing expenses, respectively, on the consolidated statement of operations and comprehensive loss. There was no expense associated with the earnout shares in the year ended June 30, 2022.

As of June 30, 2023, unrecognized stock-based compensation expense is $7.3 million which is expected to be recognized over a weighted-average period of 1.3 years. Stock-based compensation for awards with a performance-based vesting condition that was previously deemed not probable to occur, was modified during the year ended June 30, 2023 to waive the performance condition which resulted in an immaterial recognition of expense. As of June 30, 2023, 602,978 earnout shares held by current employees and directors were forfeited. The earnout shares given to common stockholders who are not current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid-in capital on its consolidated balance sheet. As of June 30, 2023, all of the earnout shares remain unissued as the conditions to issuance have not been achieved.

Unvested Sponsor Share Arrangement with Sponsors

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

(i)

the first 25% of such Unvested Sponsor 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 Sponsor 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 Sponsor 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 Sponsor 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 Sponsor Shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any Unvested Sponsor Shares shall automatically vest. As of June 30, 2023, all of the Unvested Sponsor Shares remain unvested as the vesting conditions have not been achieved.

The Company has concluded that the Unvested Sponsor 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 $1.6 million within other long-term liabilities. During the period from the closing of

the Merger until June 30, 2023 the Company recorded a gain on remeasurement of $0.2 million, which is included in change in fair value of warrants and convertible promissory notes in the consolidated statement of operations and comprehensive 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 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 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 were $9.8 million, which is inclusive of a liability for the private warrants of $9.4 million but excludes the $55.4 million in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company.

CyborgOps

As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps Inc. (“CyborgOps”), the entity to which the Company entered into an asset purchase agreement with on May 23, 2022 (refer to Note 14), became due and payable resulting in an expense of $1.3 million, of which $1.2 million and $0.1 million have been recorded within research and development and sales and marketing expenses, respectively, in the consolidated statement of operations and comprehensive loss for year ended June 30, 2023.

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 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 $1.1 billion, (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 $1.0 billion in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer.

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, the need to expand the number of its customers, long sales cycles, competition from alternative products and larger companies, the need for additional financing to fund future operations, and the need to reduce the number of human agents required for Presto Voice.

Impact of COVID19

Impact of COVID-19

The Company took several actions to mitigate the effects of the COVID-19 pandemic on its operations and customers. In April 2020, the Company received a loan of approximately $2.6 million 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 $2.0 million under the PPP. In August 2021, the Company was granted forgiveness of the first loan of approximately $2.6 million. In July 2022, the Company was granted forgiveness of the second loan of approximately $2.0 million. Refer to Note 7 for further details.

In the year ended June 30, 2022, 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. The commercial cleaning products 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 related to the issue of $0.6 million for the year ended June 30, 2022. 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.

Liquidity and Capital Resources

As of June 30, 2023 the Company’s principal sources of liquidity were cash and cash equivalents of $15.1 which were held for working capital purposes. This excludes $10.0 million of restricted cash as of June 30, 2023.

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 and common stock. The Company has incurred recurring operating losses since its inception, including operating losses of $56.4 million for the year ended June 30, 2023. As of June 30, 2023 the Company had an accumulated deficit of $235.3 million. 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, timing of cash collections from customers and other risks.

While the Company received net cash of $49.8 million from the completion of the Merger, raised net cash proceeds of $13.7 million from the issuance of new debt net of the payment of certain legacy debt obligations and received $9.5 million from the sale of common stock in a May 31, 2023 private placement (the “Private Placement”), additional capital infusions will be necessary in order to fund operating expenses, currently anticipated expenditures, and other obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, 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 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. The Company cannot be sure that any additional financing will be available on acceptable terms, if 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 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, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash with high-quality financial institutions with investment-grade ratings. In the event of a failure of any financial institutions where the Company

maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation, as described below.

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


	Year ended June 30,
	2023		2022
Customer A	59	%	53	%
Customer B	19	%	25	%
Customer C	16	%	15	%
	94	%	93	%

The following restaurant brands (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of accounts receivable:


	As of June 30,		As of June 30,
	2023		2022
Customer A	43	%	31	%
Customer B	14	%	41	%
Customer D	37	%	11	%
	94	%	83	%

*Customer C represents less than 10% of accounts receivable and therefore was omitted from the above schedule.

The Company is exposed to vendor concentration risk as it purchases its next generation version of Presto Touch tablets and other equipment from one supplier. The Company’s operating results could be adversely affected in the event that the vendor increases its prices or incurs disruptions in its supply of goods or services.

Financial Institutions

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial institutions with whom the Company does business were to be placed into receivership, the Company may be unable to access the funds it has on deposit with such institutions. If the Company is unable to access its cash and cash equivalents and restricted cash as needed, the Company’s financial position and ability to operate its business could be adversely affected. The Company had $24.6 million in deposits in excess of the FDIC limits at June 30, 2023.

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2023 and 2022, cash and cash equivalents consist of cash and money market funds held in financial institutions.

Restricted Cash

Restricted cash consists primarily of cash that is required to be held as collateral pursuant to the Company’s Credit Agreement (refer to Note 7). Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented.

Fair Value Measurements

Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs.

Warrants

The Company accounts for 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 input in the Black-Scholes valuation model. 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 consolidated statement of operations and comprehensive 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.

Accounts Receivable, Net and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amounts net of an allowance for doubtful accounts. The Company regularly reviews the outstanding accounts receivable and allowance for doubtful accounts and at each reporting date, makes judgments as to collectability of outstanding receivables. The Company determines the allowance for doubtful accounts receivable by making its best estimate of specific uncollectible accounts considering its historical accounts receivable collection experience and the information that management has regarding the current status of the Company’s accounts receivable balances. The allowance for doubtful accounts at June 30, 2023 and 2022 was $0.7 million and $0.4 million, respectively.

Inventories

Inventories are valued at the lower of cost or net realizable value using the weighted average cost method, which approximates the first-in first-out inventory method. This method is consistent and valued separately across new inventories and refurbished inventories. Inventories are comprised of finished goods (tablets) and related component parts. The Company purchases its inventories from a third-party manufacturer as finished goods and stores the inventory partially in its own warehouse and partially at a third-party warehouse. The Company establishes provisions for excess and obsolete inventories after an evaluation of historical sales, future demand and market conditions, expected product life cycles, and current inventory levels to reduce such inventories to their estimated net realizable value. Such provisions are made in the normal course of business and are charged to cost of revenue in the consolidated statements of operations and comprehensive loss. The provision for excess and obsolete inventories was immaterial for the years ended June 30, 2023 and 2022.

Business Combinations

The Company accounts for acquisitions using the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration transferred in a business combination, including any contingent consideration, is allocated to the assets acquired and liabilities assumed based on their respective fair values. The excess of the consideration transferred over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill.

Intangible Assets, Net

Intangible assets consist of the Company’s capitalized software costs, developed technology as part of the Company’s acquisition of CyborgOps and domain name rights acquired for “Presto.com”. The Company’s domain name is being amortized on a straight-line basis over 15 years. The capitalized software and developed technology are amortized on a straight-line basis over their estimated useful lives, which is generally 4 years. Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver its services. Refer to Note 4 for further details of the developed technology. The Company accounts for its internal use software in accordance with the guidance in Accounting Standard Codification (“ASC”) 350-40, Internal-Use Software. The costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Costs capitalized for developing such software applications were $6.7 million and $1.8 million, respectively, for the years ended June 30, 2023, and 2022.

Property and Equipment, Net

Property and equipment, net, are stated at cost, less accumulated depreciation. Substantially all of the Company’s property and equipment is comprised of Presto Touch tablets which are leased to customers. Property and equipment, net also includes equipment and software for general employee use. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets, which is four years for Presto Touch tablets and three years for other property and equipment. Leasehold improvements are depreciated over the shorter of the life of the assets or the remaining term of the lease. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense, net in the consolidated statements of operations and comprehensive loss.

For Presto Touch tablets classified as property and equipment, net, the Company has historically entered into equipment financing facilities to finance the tablets while transferring ownership of the tablets to the financing partner. The Company accounts for these as property and equipment with a corresponding financing obligation, as the Company retains substantially all of the benefits and risks of ownership of the property sold.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. For the years ended June 30, 2023 and 2022, the Company recorded nil and $0.6 million, respectively, in write offs related to the impairment of tablets. Refer to Note 4 for further details.

Financing Obligations

The Company entered various arrangements in which the Company incurred financing obligations in exchange for an upfront payment. The Company recognizes interest on the financed amount using either the effective interest method or stated interest, depending on the arrangement.

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 CODM was the Chief Executive Officer and the Chief Financial Officer through March 2023 then subsequently upon the departure of the Chief Executive Officer, the CODM comprised a team of the Interim Chief Executive Officer, the President and the Chief Operating Officer, who reviews 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 has operations in the United States, Canada and subsequent to June 30, 2023, in India. The Company earns substantially 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 consolidated statements of operations and comprehensive loss.

Leases

The Company leases real estate facilities under non-cancelable operating leases with remaining lease terms of six months to three 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 liability. 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 agreements contain 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 twelve months or less; lease expense from these leases is recognized on a straight-line basis over the lease term.

Revenue Recognition

The Company accounts for its revenue in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities. During the years ended June 30, 2023 and 2022, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and Presto Voice solutions and leases of the Presto Touch solution, which includes hardware, hardware accessories, software and customer support and maintenance (“Platform revenue”), 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 and Presto Voice solutions, which are recognized ratably over the life of the contract. Part of the total contract value is due upon execution of the contract, and the remainder is due monthly over the term of the contract. Revenue from the Presto Touch related to continuous access to the Company’s SaaS platform, is satisfied ratably over the contract period as the service is provided. The master service agreements with customers are generally for a term ranging from 12 to 36 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the Presto Voice was not material for the years ended June 30, 2023 and 2022.

Pursuant to an agreement with Hi Auto Ltd. (“Hi Auto”), the Company remits a revenue share associated with Presto Voice at Checkers locations. As the Company has determined that it serves as an agent in the relationship because it does not control the Presto Voice hardware, software and other services and is not primarily responsible for fulfilling the obligations to the customer, the Company recognizes this revenue net of the revenue share amount paid to Hi Auto. The revenue share amount ranged from 64% to 68% of the gross billings to the restaurant operators for the years ended June 30, 2023 and 2022. Revenue for the year ended June 30, 2023 from Checkers also reflects, as a reduction to transaction price, the fair value of the warrant issued to them (refer to Note 2). The impact of the fair value of the warrant in 2022 was immaterial. The Company also pay Hi Auto a fee that is accounted for as cost of revenue which was $1.2 million for the year ended June 30, 2023.

The Company also maintains an agreement with a legacy customer whereby it leases Presto Touch to that customer.Revenue associated with the lease is recognized on a straight-line basis as Platform revenue over the lease term in the 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 as it is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the

guest. The restaurant acts as a sales agent between the Company and the guest to upsell premium gaming content purchases during the dining experience. A portion of Transaction revenue collections is owed to the restaurant operator and is recorded in Transaction cost of revenue.

The Company determines revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer — in connection with the Presto Touch solution, 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 guests, whereby the guest 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 solutions 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: (1) for the MSAs and license agreements, sales or leases of hardware, software-as-a-service (“SaaS”) and maintenance is one combined performance obligation (“Presto Touch”) and (2) for gaming agreements, the provision premium content, or gaming. Professional services were insignificant during the years ended June 30, 2023 and 2022.

Presto Touch is considered a single performance obligation because each element of the Presto Touch solution 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 solution includes the capability of providing entertainment services, provided by the Company via internet. The games are only accessible over the internet, and upon the guest making the decision to pay for the content, the guest receives the right to access the game on the Presto Touch solution. Gaming fees are usage based through the guest’s use of the device and stipulated in a separate contract with the guest. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the guest 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 of providing the Presto Touch solution and separate license agreements dictate the transaction price and typically outline as a price per store location or price per number of Presto Touch devices 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 solution. 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 solution 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.

Costs Capitalized to Obtain Revenue Contracts

Sales commissions and associated payroll taxes paid to internal sales personnel that are incremental costs resulting from obtaining a non-cancellable contract with a customer are capitalized and recognized over the estimated customer life, if material.

Incremental costs incurred to obtain a contract were immaterial during the years ended June 30, 2023, and 2022.

Deferred Revenue and Deferred Costs

Deferred Revenue and Deferred Costs

Deferred revenue consists of deferred Platform revenue, which arises from timing differences between the advance payment and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred costs consist of the direct costs associated with the purchase of the hardware in the Presto Touch solution and other equipment, shipping and freight costs, and installation costs. Costs are deferred in the same manner as revenue that is deferred. Deferred revenue and associated deferred costs expected to be realized within one year are classified as deferred revenue, current, and deferred costs, current, respectively.

Cost of Revenue

Cost of Revenue

Platform Cost of Revenue

Platform cost of revenue consists of four categories: product costs, shipping/freight costs, installation costs, and other costs. Product costs consist primarily of the cost to purchase the hardware and hardware accessories for the Presto Touch and Presto Voice solutions. Shipping/freight costs consist of all costs to transport equipment to restaurants. Installation costs consists primarily of the labor cost to install the hardware in each restaurant. Other costs include the amortization of capitalized software and product support costs, as well as certain costs paid to vendors supporting the development of software and hardware offerings used in Presto Touch and Presto Voice. Other costs also include the costs of human agents (located offsite of the restaurant) to enter, review, validate and correct orders received by Presto Voice.

The Company also incurs costs to refurbish and repair its Presto Touch tablets. These costs are expensed in the period in which they are incurred. As the costs are expected to be linear, they, therefore, will match with the timing of revenue recognition over time. In connection with these costs, the Company also accrues a liability at each reporting period for expected repair costs for customer tablets currently in the Company’s return merchandise authorization (“RMA”) process as of the reporting period, which gets charged to platform cost of revenue.

Transaction Cost of Revenue

Transaction cost of revenue consists primarily of the portion of the fees collected from guests that are paid to the restaurant as part of the revenue share agreement with each restaurant. As the Company bears the primary responsibility of the platform, the Company is the principal in the premium content transactions and restaurants act as the agent, whereby the Company records the restaurant portion of the revenue share as cost of revenue. The commissions paid to restaurants under the Company’s revenue share agreement range on average between 83% to 90% and 81% to 90% of premium gaming content revenue by customer brand for the years ended June 30, 2023 and 2022, respectively.

Depreciation and Impairment Cost of Revenue

Depreciation and impairment cost of revenue consists primarily of the costs of assets that are included in property and equipment, net in the balance sheet that are amortized to cost of revenue and related impairment charges.

Operating Expenses

Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. The largest single component of operating expenses is employee-related expenses, which include salaries, commissions and bonuses, stock-based compensation, and employee benefit and payroll costs.

Research and development expenses consist primarily of employee-related costs associated with maintenance and the development of the Company’s solutions, and expenses associated with the use of third-party software directly related to the preliminary development and maintenance of the Company’s solutions and services, as well as allocated overhead. These costs are expensed as incurred as they do not meet the requirements for capitalization.

Sales and marketing expenses consist primarily of employee-related costs incurred to acquire new customers and increase product adoption across the Company’s existing customer base. Marketing expenses also include fees incurred to generate demand through various advertising channels and allocated overhead costs.

General and administrative expenses consist primarily of expenses related to facilities, finance, human resources and administrative personnel and systems. General and administrative expenses also include costs related to fees paid for certain professional services, including legal, tax and accounting services and bad debt expenses.

Loss on infrequent product repairs. Loss on infrequent product repairs expenses consist primarily of charges incurred in connection with Presto Touch hardware returned for repair or replacement using an RMA. While the Company has incurred RMA charges in the past, in the year ended June 30, 2022, the volume of repair charges was extremely unusual and very high due to a liquid ingress issue resulting from COVID-19 related actions by restaurant operators. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by restaurant operators to clean the hardware devices as a mandatory precaution protocol due to COVID-19. These commercial cleaning products leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. 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. Expenses for the years ended June 30, 2023 and 2022 were nil and $0.6 million in losses, respectively, on infrequent product repairs. See “Impact of COVID-19” above for additional information.

Advertising Costs

The Company’s advertising and promotional costs are expensed as incurred. Advertising costs were $75 thousand and $36 thousand for the years ended June 30, 2023 and 2022, respectively, and are included in sales and marketing expense.

Net Loss Per Share

The Company computes net loss per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share. Subsequent to the impact of the retroactive application of the recapitalization, the Company calculated basic net loss per share by dividing net loss attributable to common stockholders by the recapitalized weighted-average number of ordinary shares outstanding during the period. Net loss attributable to common stockholders is net loss minus convertible preferred stock dividends declared, of which there were none during the periods presented.

The Company’s potentially dilutive securities, which include stock options and RSUs and warrants, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and reduce the net loss per share. Therefore, the weighted average number of the common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for the years presented.

Diluted EPS, when presented for net income, represents the dilutive effect on a per-share basis from the potential exercise of options and or warrants; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that that have a potentially anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation.

Stock-Based Compensation

The Company has a stock incentive plan under which incentive stock options and restricted stock units (“RSUs”) are granted to employees and directors and non-qualified stock options are granted to employees, investors, directors and consultants. The options and RSUs granted vest over time with a specified service period, except for performance-based grants. Stock-based compensation expense related to equity awards is recognized based on the fair value of the awards granted. The RSUs grant date fair value is determined based on our stock price on the date of grant. There were no stock options granted in fiscal year 2023. The fair value of the Company’s common stock underlying the awards granted in fiscal year 2022 and up to the close of the Merger had been determined by the Board of Directors of the Company (the “Board”) with input from management and third-party valuation specialists, as there was no public market for the Company’s common stock. The Board determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the lack of liquidity of common stock, transactions in the Company’s preferred or common stock, and general and industry specific economic outlook, amongst other factors.

The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, risk-free interest rates, the expected term of the option, expected volatility, and expected dividend yield. The fair value of each RSU is the fair value of the underlying common stock on the grant date. The related stock-based compensation expense is recognized on a

straight-line basis over the requisite service period of the awards, which is generally four to five years. For awards with performance conditions, the related cumulative stock-based compensation expense from inception to date is recognized when it is probable that the performance condition will be achieved. The Company accounts for forfeitures as they occur.

The earnout shares are equity classified. The initial 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. At initial recognition, the earnout shares were 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.

Employee Benefit Plans

The Company sponsors a 401(k) defined contribution plan covering eligible employees who elect to participate. The plan does not provide for any Company contributions.

Shipping and handling costs and sales tax

Shipping and handling costs are classified as a component of cost of revenue. Fees charged to customers for shipping and handling are recorded as revenue.

Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued liabilities on the Company’s consolidated balance sheets.

Foreign Currency

The functional currency of the Company’s foreign subsidiary is the U.S. Dollar (USD). Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets and liabilities are held based on historical exchange rates. Transactions denominated in currencies other than USD are recorded at the average exchange rates during the year. Gains and losses due to foreign currency are the result of either the remeasurement of subsidiary balances or transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are included in other income (expense), net in the Company’s consolidated statement of operations and comprehensive loss.

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pretax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods.

The Company is required to evaluate whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized.

The Company records interest and penalties related to income tax matters in income tax expense. As of June 30, 2023 and 2022, the Company has no accrued interest and penalties related to uncertain tax positions.

Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted

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 the recognition of an operating lease ROU asset and operating lease liability of $0.5 million and $0.5 million, 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 consolidated statements of operations and comprehensive loss and the accompanying 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 in order to reduce the cost and complexity of its application. 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. The Company adopted this guidance on July 1, 2022 and it did not have a material impact at the time of adoption on the Company’s 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 Company adopted this guidance on July 1, 2022 and it did not have a material impact at the time of adoption on the Company’s 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 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 consolidated financial statements.

Summary of Business and Significant Accounting Policies - Leases (Details)	Jun. 30, 2023
Maximum
Leases
Remaining lease term	3 years
Minimum
Leases
Remaining lease term	6 months

Revenue (Tables)

12 Months Ended

Jun. 30, 2023

Revenue

Schedule of deferred revenue


	Deferred
	Revenue
Balance as of June 30, 2021	$	25,623
Additions		4,481
Revenue recognized		(19,335)
Balance as of June 30, 2022	$	10,769


	Deferred
	Revenue
Balance as of June 30, 2022	$	10,769
Additions		3,246
Revenue recognized		(12,432)
Balance as of June 30, 2023	$	1,583

Fair Value Measurements

12 Months Ended

Jun. 30, 2023

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

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


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	13,884	$	—	$	—	$	13,884
Total financial assets	$	13,884	$	—	$	—	$	13,884

Financial liabilities:
Unvested Sponsor Shares liability	$	—	$	—	$	1,399		1,399
Warrant liabilities		—		—		25,867		25,867
Total financial liabilities	$	—	$	—	$	27,266	$	27,266


	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 Sponsor Share Liability

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

The Company estimated the fair value of the Unvested Sponsor Share liability using the following weighted average assumptions:


	As of June 30, 2023		As of Merger Date
Expected volatility	70.4	%	76.2	%
Expected term (in years)	4.2		5.0
Risk-free interest rate	4.2	%	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 promissory notes and embedded warrants 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 consolidated statement of operations and comprehensive 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		Next		Change in		Maturity
	Financing - Private		Financing - Public		Control		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 cumulative 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 and for the Year Ended June 30, 2022
	Carrying		Amount
	Amount		Charged to Earnings to Date		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 June 30, 2023.

Valuation Assumptions Related to Warrants

The fair value of the warrant liabilities is 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			As of
	June 30,			June 30,
	2023			2022
Risk-free interest rate		4.19	%		3.00	%
Expected term (in years)		4.75			5.93
Expected volatility		56.76	%		65.72	%
Expected dividend yield		—			—
Exercise price	$	4.50		$	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				Unvested
	Notes and				Sponsor
	Embedded		Warrant		Shares
	Warrants		Liabilities		Liability
Balance at June 30, 2022	$	89,663	$	4,149	$	—
Reclassification of liability classified warrants to equity		—		(830)		—
Issuance of warrants		—		7,701		—
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger		—		9,388		1,588
Change in fair value		(48,271)		5,459		(189)
Conversion of warrant liabilities and convertible promissory notes		(41,392)		—		—
Balance at June 30, 2023	$	—	$	25,867	$	1,399


	Convertible
	Promissory				Unvested
	Notes and				Sponsor
	Embedded		Warrant		Shares
	Warrants		Liabilities		Liability
Balance at June 30, 2021	$	62,581	$	1,434	$	—
Issuance of convertible promissory notes		8,150		—		—
Issuance of warrants		—		1,118
Change in fair value		18,932		1,597		—
Balance at June 30, 2022	$	89,663	$	4,149	$	—

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. The Company has determined that impairment indicators exist for its property and equipment, so the fair value of the property and equipment was compared to its carrying value (refer to “Property and Equipment, Net”). The fair value was calculated using a discounted cash flow model determined using “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs.

During fiscal year 2022, the Company acquired in-process technology that was measured at fair value as part of an acquisition. The Company used the replacement cost method which leverages Level 3 inputs such as estimated time spent to recreate the technology plus a developer’s margin. Refer to Note 4 for further details.

- 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

Net Loss Per Share - Potential Shares of Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share	35,616,239	22,530,583
Stock options and RSUs
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share	14,462,348	11,568,090
Convertible notes
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share		5,827,990
Common stock warrants
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share	21,050,077	4,658,865
Common stock subject to vesting - CyborgOps
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share	103,814	475,638
Earnout Shares
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share	14,397,022
Options
Net Loss Per Share
Total potential shares of common stock excluded from the computation of diluted net loss per share		300,376

Summary of Business and Significant Accounting Policies - Property and Equipment, Net and Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Write off long lived assets	$ 0.0	$ 0.6
Tablets
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	4 years
Write off long lived assets	$ 0.0	$ 0.6
Other Property and equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash and cash equivalents	$ 15,143	$ 3,017
Restricted cash	10,000
Total cash, cash equivalents and restricted cash	$ 25,143	$ 3,017	$ 36,909

Summary of Business and Significant Accounting Policies - Emerging Growth Company Status (Details) $ in Billions	Jun. 30, 2023 USD ($)
Summary of Business and Significant Accounting Policies
Total annual gross revenue	$ 1.1
Non-convertible debt	$ 1.0

Summary of Business and Significant Accounting Policies

12 Months Ended

Jun. 30, 2023

Summary of Business and Significant Accounting Policies

Summary of Business and Significant Accounting Policies

1. Summary of Business and Significant Accounting Policies

Description of Business

Fiscal Year

The Company’s fiscal year ends on June 30. References to fiscal 2023 or year 2023, for example, refer to the fiscal year ended June 30, 2023.

Basis of Presentation

Use of Estimates

Merger with Ventoux CCM Acquisition Corp.

Trust Proceeds and PIPE investment

Upon consummation of the Merger, Presto received approximately $49.8 million 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)

Legacy Presto Convertible Promissory Notes and Equity and the Exchange

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

●

Unvested Sponsor Share Arrangement with Sponsors

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

(i)

the first 25% of such Unvested Sponsor 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 Sponsor 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 Sponsor 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)

CyborgOps

Emerging Growth Company Status

Risk and Uncertainties

Impact of COVID-19

Liquidity and Capital Resources

Concentrations of Risks, Significant Customers and Investments

maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation, as described below.


	Year ended June 30,
	2023		2022
Customer A	59	%	53	%
Customer B	19	%	25	%
Customer C	16	%	15	%
	94	%	93	%


	As of June 30,		As of June 30,
	2023		2022
Customer A	43	%	31	%
Customer B	14	%	41	%
Customer D	37	%	11	%
	94	%	83	%

*Customer C represents less than 10% of accounts receivable and therefore was omitted from the above schedule.

Financial Institutions

Cash and Cash Equivalents

Restricted Cash

Comprehensive Loss

Fair Value Measurements

Warrants

Accounts Receivable, Net and Allowance for Doubtful Accounts

Inventories

Business Combinations

Intangible Assets, Net

Property and Equipment, Net

Impairment of Long-Lived Assets

Financing Obligations

Segment Information

Investment in Non-Affiliate

Leases

Revenue Recognition

Platform Revenue

Transaction Revenue

The Company determines revenue recognition through the following steps:

Costs Capitalized to Obtain Revenue Contracts

Incremental costs incurred to obtain a contract were immaterial during the years ended June 30, 2023, and 2022.

Deferred Revenue and Deferred Costs

Cost of Revenue

Platform Cost of Revenue

Transaction Cost of Revenue

Depreciation and Impairment Cost of Revenue

Operating Expenses

Advertising Costs

Net Loss Per Share

Stock-Based Compensation

Employee Benefit Plans

The Company sponsors a 401(k) defined contribution plan covering eligible employees who elect to participate. The plan does not provide for any Company contributions.

Shipping and handling costs and sales tax

Shipping and handling costs are classified as a component of cost of revenue. Fees charged to customers for shipping and handling are recorded as revenue.

Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued liabilities on the Company’s consolidated balance sheets.

Foreign Currency

Income Taxes

Recently Adopted Accounting Standards

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.

Recently Issued Accounting Standards Not Yet Adopted

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (34,480,000)	$ (56,314,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and impairment	1,681,000	2,397,000
Stock-based compensation	8,699,000	1,947,000
Earnout share stock-based compensation	4,910,000
Contra-revenue associated with warrant agreement (Refer to Note 2)	1,242,000
Noncash expense attributable to fair value liabilities assumed in Merger	34,000
Change in fair value of liability classified warrants	5,459,000	1,597,000
Change in fair value of warrants and convertible promissory notes	(48,271,000)	18,932,000
Amortization of debt discount and debt issuance costs	3,426,000	1,215,000
Deferred taxes		(247,000)
Loss on extinguishment of debt and financing obligations	8,179,000
Paid-in-kind interest expense	5,500,000	79,000
Share and warrant cost on termination of convertible note agreement	2,412,000
Forgiveness of PPP Loan	(2,000,000)	(2,599,000)
Other		19,000
Change in fair value of Unvested Sponsor Shares liability	(189,000)
Noncash lease expense	343,000
Loss on disposal off property and equipment	16,000
Changes in operating assets and liabilities:
Accounts receivable, net	(314,000)	(335,000)
Inventories	240,000	2,451,000
Deferred costs	9,060,000	11,361,000
Prepaid expenses and other current assets	(490,000)	1,073,000
Other long-term assets		(144,000)
Accounts payable	1,508,000	(3,322,000)
Vendor financing facility		(6,792,000)
Accrued liabilities	(1,970,000)	(3,562,000)
Deferred revenue	(9,186,000)	(14,854,000)
Other long-term liabilities	(341,000)	(201,000)
Net cash used in operating activities	(44,532,000)	(47,299,000)
Cash Flows from Investing Activities
Purchase of property and equipment	(254,000)	(260,000)
Payments relating to capitalized software	(5,638,000)	(1,798,000)
Investment in non-affiliate	(2,000,000)	(155,000)
Net cash used in investing activities	(7,892,000)	(2,213,000)
Cash Flows from Financing Activities
Proceeds from the exercise of common stock options	579,000	110,000
Proceeds from the issuance of term loans	60,250,000	12,600,000
Payment of debt issuance costs	(294,000)	(1,287,000)
Repayment of term loans	(32,980,000)
Payment of penalties and other costs on extinguishment of debt	(6,228,000)
Proceeds from issuance of convertible promissory notes and embedded warrants		8,150,000
Principal payments of financing obligations	(4,573,000)	(2,376,000)
Proceeds from the issuance of common stock	9,846,000
Contributions from Merger and PIPE financing, net of transaction costs and other payments	49,840,000
Payments of deferred transaction costs	(1,890,000)	(1,577,000)
Net cash provided by financing activities	74,550,000	15,620,000
Net increase (decrease) in cash, cash equivalents and restricted cash	22,126,000	(33,892,000)
Cash, cash equivalents and restricted cash at beginning of period	3,017,000	36,909,000
Cash, cash equivalents and restricted cash at end of period	25,143,000	3,017,000
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capitalization of stock-based compensation expense to capitalized software	1,041,000
Issuance of warrants	1,410,000	713,000
Common stock issued in CyborgOps acquisition		1,104,000
Deferred consideration - CyborgOps acquisition		950,000
Deferred transaction costs recorded in accounts payable and accrued liabilities		4,188,000
Capital contribution from shareholder in conjunction with Credit Agreement	2,779,000
Issuance of warrants in conjunction with Credit Agreement	8,934,000
Issuance of warrants in conjunction with Lago Term Loan	843,000	1,118,000
Convertible note conversion to common stock	41,392,000
Reclassification of warrants from liabilities to equity	830,000
Recognition of liability classified warrants upon Merger	9,388,000
Recognition of Unvested Sponsor Shares liability	1,588,000
Forgiveness of PPP Loan	2,000,000	2,599,000
Right of use asset in exchange for operating lease liability	$ 308,000
Cancellation of June 2021 Note and related accrued interest, with issuance of February 2022 Note		$ 20,663,000

Summary of Business and Significant Accounting Policies - Impact of COVID 19 (Details) - USD ($) $ in Thousands	1 Months Ended				12 Months Ended
	Jul. 31, 2022	Aug. 31, 2021	Mar. 31, 2021	Apr. 30, 2020	Jun. 30, 2023	Jun. 30, 2022
Summary of Business and Significant Accounting Policies
Loss on infrequent product repairs						$ 582
PPP
Summary of Business and Significant Accounting Policies
Loan received			$ 2,000	$ 2,600
Forgiveness of PPP Loan	$ 2,000	$ 2,600			$ 2,000	$ 2,600

Summary of Business and Significant Accounting Policies - Unvested Sponsor Shares (Details) $ / shares in Units, $ in Thousands			9 Months Ended	12 Months Ended
	Sep. 22, 2022 USD ($) $ / shares shares	Sep. 21, 2022 USD ($) D $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Summary of Business and Significant Accounting Policies
Shares held by sponsors \| shares		444,500
Stock based compensation expiration period		5 years
Number of consecutive trading days \| D		40
Number of Trading days \| D		60
Liability for the unvested sponsor shares		$ 1,600
Total shares authorized \| shares	181,500,000
Common stock shares authorized \| shares	180,000,000	180,000,000	180,000,000	180,000,000	180,000,000
Common stock par value \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares authorized \| shares	1,500,000	1,500,000	1,500,000	1,500,000	1,500,000
Preferred stock par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued \| shares	50,639,837		57,180,531	57,180,531	27,974,439
Common stock, shares outstanding \| shares	50,639,837		57,180,531	57,180,531	27,974,439
Number of shares warrants can be converted to \| shares	18,415,453
Exchange ratio	0.8099%
Total net liabilities	$ 9,800
Gain on remeasurement of unvested sponsor shares			$ (200)
Warrant liabilities	9,400		$ 25,867	$ 25,867	$ 4,149
Cash-PIPE investment	$ 55,400
Maximum
Summary of Business and Significant Accounting Policies
Stock based compensation expiration period				10 years
Selling and Marketing Expense [Member]
Summary of Business and Significant Accounting Policies
Bonus and deferred consideration expense				$ 100
Research and Development Expense [Member]
Summary of Business and Significant Accounting Policies
Bonus and deferred consideration expense				1,200
Legacy Presto
Summary of Business and Significant Accounting Policies
Exchange ratio		0.8099%
CyborgOps
Summary of Business and Significant Accounting Policies
Bonus and deferred consideration expense				$ 1,300
First specified vesting period
Summary of Business and Significant Accounting Policies
Percentage of shares vested		25.00%
Stock price \| $ / shares		$ 12.00
Stock based compensation expiration period		5 years
Second specified vesting period
Summary of Business and Significant Accounting Policies
Percentage of shares vested		25.00%
Stock price \| $ / shares		$ 15.00
Stock based compensation expiration period		5 years
Third specified vesting period
Summary of Business and Significant Accounting Policies
Percentage of shares vested		25.00%
Stock price \| $ / shares		$ 20.00
Stock based compensation expiration period		5 years
Remaining 25%
Summary of Business and Significant Accounting Policies
Percentage of shares vested		25.00%
Stock price \| $ / shares		$ 25.00
Stock based compensation expiration period		5 years

Fair Value Measurements - Weighted Average Assumptions (Details)	Jun. 30, 2022 Y
Probability of conversion \| Private Financing
Fair Value Measurements
Warrants, measurement inputs	0.100
Probability of conversion \| Public Financing
Fair Value Measurements
Warrants, measurement inputs	0.800
Probability of conversion \| Change in Control
Fair Value Measurements
Warrants, measurement inputs	0.050
Probability of conversion \| Maturity Date
Fair Value Measurements
Warrants, measurement inputs	0.050
Expected term (in years) \| Private Financing
Fair Value Measurements
Warrants, measurement inputs	0.3
Expected term (in years) \| Public Financing
Fair Value Measurements
Warrants, measurement inputs	0.2
Expected term (in years) \| Change in Control
Fair Value Measurements
Warrants, measurement inputs	0.2
Expected term (in years) \| Maturity Date
Fair Value Measurements
Warrants, measurement inputs	0.3
Discount rate \| Private Financing
Fair Value Measurements
Warrants, measurement inputs	0.165
Discount rate \| Public Financing
Fair Value Measurements
Warrants, measurement inputs	0.165
Discount rate \| Change in Control
Fair Value Measurements
Warrants, measurement inputs	0.165

Consolidated Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Security deposits	$ 27	$ 351
Other receivables	280
Prepaid expenses	432	263
Prepaid Insurance	423	93
Total prepaid expenses and other current assets	$ 1,162	$ 707

Income Taxes - Changes in Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Taxes
Balance at beginning of year	$ 4,916	$ 4,189
Decrease related to prior period tax positions	(167)
Increase related to current year tax positions	711	727
Balance at end of year	$ 5,460	$ 4,916

Stockholders' Deficit - Convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2023	Sep. 22, 2022	Sep. 21, 2022	Jun. 30, 2022
Stockholders' Deficit
Shares Authorized	1,500,000	1,500,000	1,500,000	1,500,000
Shares Outstanding	0			0
Convertible Preferred Stock
Stockholders' Deficit
Shares Authorized				30,752,578
Shares Outstanding				28,343,420
Net Carrying Value				$ 46,564
Liquidation Preference				$ 46,908
Common Stock Issuable Upon Conversion				28,343,420
Series A
Stockholders' Deficit
Original Issue Price				$ 0.3017
Shares Authorized				9,410,799
Shares Outstanding				8,621,800
Net Carrying Value				$ 2,567
Liquidation Preference				$ 2,601
Common Stock Issuable Upon Conversion				8,621,800
Series AA-1
Stockholders' Deficit
Original Issue Price				$ 9.3597
Shares Authorized				1,131,190
Shares Outstanding				1,024,349
Net Carrying Value				$ 9,520
Liquidation Preference				$ 9,588
Common Stock Issuable Upon Conversion				1,024,349
Series AA-2
Stockholders' Deficit
Original Issue Price				$ 3.3215
Shares Authorized				169,083
Shares Outstanding				169,083
Net Carrying Value				$ 546
Liquidation Preference				$ 562
Common Stock Issuable Upon Conversion				169,083
Series B
Stockholders' Deficit
Original Issue Price				$ 0.9959
Shares Authorized				10,364,829
Shares Outstanding				10,364,829
Net Carrying Value				$ 10,131
Liquidation Preference				$ 10,322
Common Stock Issuable Upon Conversion				10,364,829
Series B-1
Stockholders' Deficit
Original Issue Price				$ 0.6711
Shares Authorized				4,619,282
Shares Outstanding				4,619,282
Net Carrying Value				$ 3,100
Liquidation Preference				$ 3,100
Common Stock Issuable Upon Conversion				4,619,282
Series C
Stockholders' Deficit
Original Issue Price				$ 6.6080
Shares Authorized				3,026,634
Shares Outstanding				1,513,316
Net Carrying Value				$ 9,965
Liquidation Preference				$ 10,000
Common Stock Issuable Upon Conversion				1,513,316
Series C-1
Stockholders' Deficit
Original Issue Price				$ 5.2864
Shares Authorized				2,030,761
Shares Outstanding				2,030,761
Net Carrying Value				$ 10,735
Liquidation Preference				$ 10,735
Common Stock Issuable Upon Conversion				2,030,761

Summary of Business and Significant Accounting Policies - Earnout Arrangement (Details) $ / shares in Units, $ in Thousands		9 Months Ended	12 Months Ended
	Sep. 21, 2022 D $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares
Summary of Business and Significant Accounting Policies
Shares received \| shares	15,000,000
Grant date fair value of each earnout share \| $ / shares	$ 3.17		$ 0	$ 1.19
Earn out shares to common stock and RSU \| shares	4,771,116
Earn out shares \| shares	15,000,000
Compensation expense			$ 8,699	$ 1,909
Unrecognized stock-based compensation		$ 7,300	$ 7,300
Weighted average period of recognition			1 year 3 months 18 days
Number of shares forfeited \| shares			602,978
Other long-term liabilities		1,535	$ 1,535
Minimum
Summary of Business and Significant Accounting Policies
Service period			4 years
Maximum
Summary of Business and Significant Accounting Policies
Service period			5 years
Third anniversary
Summary of Business and Significant Accounting Policies
Common stock shares issued (in Shares) \| shares	7,500,000
Number of trading days \| D	20
Number of consecutive trading days \| D	30
Third anniversary \| Minimum
Summary of Business and Significant Accounting Policies
Stock price \| $ / shares	$ 12.50
Fifth anniversary
Summary of Business and Significant Accounting Policies
Common stock shares issued (in Shares) \| shares	7,500,000
Number of trading days \| D	20
Number of consecutive trading days \| D	30
Fifth anniversary \| Minimum
Summary of Business and Significant Accounting Policies
Stock price \| $ / shares	$ 15.00
Earnout Shares [Member]
Summary of Business and Significant Accounting Policies
Compensation expense		4,900	$ 4,900	0
Options
Summary of Business and Significant Accounting Policies
Unrecognized stock-based compensation		1,700	$ 1,700
Weighted average period of recognition			2 years 7 days
Performance Shares
Summary of Business and Significant Accounting Policies
Compensation expense				0
General and administrative
Summary of Business and Significant Accounting Policies
Compensation expense			$ 5,892	966
General and administrative \| Earnout Shares [Member]
Summary of Business and Significant Accounting Policies
Compensation expense		3,200
Research and development
Summary of Business and Significant Accounting Policies
Compensation expense			2,247	519
Research and development \| Earnout Shares [Member]
Summary of Business and Significant Accounting Policies
Compensation expense		1,300
Sales and marketing
Summary of Business and Significant Accounting Policies
Compensation expense			$ 560	$ 424
Sales and marketing \| Earnout Shares [Member]
Summary of Business and Significant Accounting Policies
Compensation expense		$ 400

Summary of Business and Significant Accounting Policies - Concentrations of Risks, Significant Customers and Investments And Financial Institutions (Details) $ in Millions	12 Months Ended
	Jun. 30, 2023 USD ($) item	Jun. 30, 2022 item
Summary of Business and Significant Accounting Policies
Deposits in excess of the FDIC limits \| $	$ 24.6
Product supply \| Supplier Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk, number of suppliers \| item	1	1
Major Customers \| Revenue \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	94.00%	93.00%
Major Customers \| Accounts Receivable \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	94.00%	83.00%
Customer A \| Revenue \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	59.00%	53.00%
Customer A \| Accounts Receivable \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	43.00%	31.00%
Customer B \| Revenue \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	19.00%	25.00%
Customer B \| Accounts Receivable \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	14.00%	41.00%
Customer C \| Revenue \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	16.00%	15.00%
Customer C \| Accounts Receivable \| Customer Concentration Risk \| Maximum
Summary of Business and Significant Accounting Policies
Concentration risk percentage	10.00%	10.00%
Customer D \| Accounts Receivable \| Customer Concentration Risk
Summary of Business and Significant Accounting Policies
Concentration risk percentage	37.00%	11.00%

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Jun. 30, 2023

Consolidated Balance Sheet Components

Schedule of accounts receivable, net


	As of
	June 30,
	2022
Allowance for doubtful accounts, beginning of year - June 30, 2021	$	902
Additions		265
Recoveries		(338)
Write-offs		(476)
Allowance for doubtful accounts, end of year - June 30, 2022		353
Additions		691
Recoveries		—
Write-offs		(298)
Allowance for doubtful accounts, end of year - June 30, 2023	$	746

Schedule of inventories


	As of		As of
	June 30,		June 30,
	2023		2022
Finished goods	$	629	$	869
Total inventories	$	629	$	869

Schedule of prepaid expenses and other current assets


	As of		As of
	June 30,		June 30,
	2023		2022
Security deposits	$	27	$	351
Other receivables		280		—
Prepaid expenses		432		263
Prepaid insurance		423		93
Total prepaid expenses and other current assets	$	1,162	$	707

Schedule of property and equipment


	As of		As of
	June 30,		June 30,
	2023		2022
Tablets	$	5,774	$	5,663
Computer equipment		634		519
Software		4		562
Total property and equipment		6,412		6,744
Less: accumulated depreciation		(5,503)		(4,769)
Property and equipment, net	$	909	$	1,975

Schedule of property and equipment useful life


		Years
Tablets		4
Computer equipment		3
Software		3
Leasehold improvements		Shorter of estimated useful life or remaining lease term

Schedule of intangible assets


	As of		As of
	June 30,		June 30,
	2023		2022
Capitalized software	$	9,754	$	3,135
Developed technology		1,300		1,300
Domain name		151		151
Intangible assets, gross		11,205		4,586
Less: accumulated amortization		(677)		(360)
Intangible assets, net	$	10,528	$	4,226


		Years
Capitalized software		4
Developed technology		4
Domain Name		15

Schedule of future amortization expense


2024	$	335
2025		335
2026		308
2027		10
2028		10
Thereafter		46
Total	$	1,044

Schedule of accrued liabilities


	As of		As of
	June 30,		June 30,
	2023		2022
Accrued expenses	$	253	$	2,176
Accrued vacation		868		874
Accrued payroll		1,208		1,686
Operating lease liability, current		355		—
Accrued interest		375		402
Accrued repair cost (Refer to Note 8)		392		724
Accrued sales tax		134		86
Accrued other		734		267
Total accrued liabilities	$	4,319	$	6,215

Schedule of other long-term liabilities


	As of		As of
	June 30,		June 30,
	2023		2022
Unvested Sponsor Shares liability	$	1,399	$	—
Operating lease liability, net of current portion		136		—
Total other long-term liabilities	$	1,535	$	—

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies
Cost incurred		$ 0	$ 600
Third-party subcontractor \| Settled Litigation
Commitments and Contingencies
Amount received from third party	$ 11,300
Legal Dispute With Former Employees \| Pending Litigation
Commitments and Contingencies
Amount of restricted stock awards		256,891
Accrued liabilities
Commitments and Contingencies
Expected repair costs accrual	$ 700	$ 400	700
Cost of revenue \| Platform
Commitments and Contingencies
Cost incurred		$ 1,500	$ 3,000

Fair Value Measurements - Fair Value of Warrant Liabilities (Details) - Level 3	Jun. 30, 2023 Y $ / shares	Jun. 30, 2022 Y $ / shares
Risk-free interest rate
Fair Value Measurements
Warrants, measurement inputs	0.0419	0.0300
Expected term (in years)
Fair Value Measurements
Warrants, measurement inputs \| Y	4.75	5.93
Expected volatility
Fair Value Measurements
Warrants, measurement inputs	0.5676	0.6572
Exercise price
Fair Value Measurements
Warrants, measurement inputs \| $ / shares	4.50	7.48

Debt Arrangements - Term Loans (Details) $ in Thousands						12 Months Ended
Debt Arrangements - Term Loans (Details) $ in Thousands	Nov. 21, 2022 USD ($)	Sep. 21, 2022 USD ($)	Aug. 04, 2022 USD ($) shares	Mar. 11, 2022 USD ($) payment shares	Mar. 04, 2021 USD ($) payment	Jun. 30, 2023 USD ($)	Sep. 22, 2022 USD ($) shares	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt and financing obligations	$ 300					$ 8,179
Number of shares warrants can be converted to \| shares							18,415,453
Warrant liabilities						25,867	$ 9,400	$ 4,149
Cash proceeds from issuance of debt						13,700
Debt prepayment and other penalties						6,228
Horizon Term Loan
Debt Instrument [Line Items]
Debt principal amount					$ 15,000
Debt term				24 months	54 months
Number of payment of accrued interest \| payment					24
Number of payment of principal and accrued interest \| payment					30
Cash disbursement for loan repayment		$ 17,000
Repayment of principal amount		15,000
Payment of interest amount		600
Loss on extinguishment of debt and financing obligations						(1,700)
Horizon Term Loan \| Prime Rate
Debt Instrument [Line Items]
Debt interest variable rate					6.50%
Lago Term Loans
Debt Instrument [Line Items]
Debt principal amount				$ 12,600
Number of interest only payment dates \| payment				12
Debt Instrument, Interest Rate, Paid in Kind, Percentage				2.00%
Cash disbursement for loan repayment		22,400
Repayment of principal amount		17,900
Payment of interest amount		100
Loss on extinguishment of debt and financing obligations						(6,000)
Number of shares warrants can be converted to \| shares			169,310	205,602
Warrant liabilities						$ 400
Cash proceeds from issuance of debt			$ 5,300
Debt prepayment and other penalties		$ 4,400
Lago Term Loans \| Minimum
Debt Instrument [Line Items]
Debt interest rate				12.00%
Debt interest variable rate				1.00%

Debt Arrangements

12 Months Ended

Jun. 30, 2023

Debt Arrangements

Debt Arrangements

7. Debt Arrangements

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


	As of June 30,		As of June 30,
	2023		2022
Convertible promissory notes	$	—	$	89,663
Credit Agreement		50,639		—
Term loans		—		25,443
PPP Loan		—		2,000
Total debt		50,639		117,106
Less: debt, current		(50,639)		(115,106)
Total debt, noncurrent	$	—	$	2,000

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 (“Metropolitan”), 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 $55.0 million (the “Term Loans”). The Term Loans were borrowed in full on September 21, 2022. In conjunction with the initial 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 $2.1 million within additional paid in capital, with an offsetting debt discount being recorded. Refer to Note 10 for further details on the warrants.

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 nine 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. This was extended by three months in the First Amendment to the Credit Agreement described below. With respect to interest accruing after the 12-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. Refer to Note 16 for details on revisions to the Credit Agreement. 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.

As a condition to entering into the Credit Agreement, the Sponsors agreed to transfer 600,000 Presto. shares to the Lender. The share transfer by the Sponsor 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 discount of $2.8 million in the 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 $1.0 million in conjunction with the signing of the Credit Agreement which were recorded as a debt discount.

In March 2023, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”) in which the parties amended certain covenants and payment provisions of the Credit Agreement. In connection with the First Amendment, the Company entered into the Amended and Restated Fee Letter (the “Fee Letter”) with Metropolitan, for which the Company paid an amendment fee equal to $0.2 million and granted warrants to purchase 400,000 shares of common stock of the Company with an exercise price of $0.01 per share (the “First Amendment Warrants”) to the Lenders. The First Amendment Warrants met the criteria for classification as liabilities. The Company recorded a debt discount of $0.8 million which represents the amendment fee plus the fair value of the First Amendment Warrants. Refer to Note 10.

In addition, the Company obtained a waiver, pursuant to the First Amendment, of the minimum cash covenant for February 28, 2023 and March 31, 2023, the net leverage ratio for the period from February 28, 2023 through May 31, 2023 and any default occurring from the Company’s failure to notify the Lenders of the separation of the Company’s chief executive officer from the Board in March 2023.

On May 22, 2023, the Company entered into the Second Amendment to Credit Agreement (the “Second Amendment”) pursuant to which certain covenants in the Credit Agreement, as previously amended in the First Amendment and the Lenders agreed to the exchange of an aggregate of $1.0 million of accrued and previously capitalized interest for warrants to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share (the “Second Amendment Conversion Warrants”). The effectiveness of the Second Amendment was conditioned, in part, upon evidence of a gross amount of additional equity investments of $9.0 million, to be used for working capital purposes, which the Company received upon closing of the Private Placement.

In connection with the effectiveness of the Second Amendment and in consideration for the Lenders entering into the Second Amendment, the Company entered into the Second Amended and Restated Fee Letter (the “Second Fee Letter”) with the Agent, pursuant to which the Company issued warrants to purchase 2,000,000 shares of the Company’s Common Stock, with an exercise price of $0.01 per share (the “Second Amendment Fee Warrants” and, together with the Second Amendment Conversion Warrants, the “Second Amendment Warrants”), to the Lenders as an amendment fee. The Second Amendment Warrants met the criteria for classification as liabilities. The Company recorded a debt discount of $5.2 million which represents the amendment fee plus the fair value of the Second Amendment Warrants. Refer to Note 10.

During the year ended June 30, 2023, the Company recorded PIK interest expense amounts of $5.4 million, which has been reflected as an increase to the outstanding debt balance. Further, during the year ended June 30, 2023, the Company recorded interest expense associated with the amortization of debt discounts of $2.2 million. Accordingly, as at June 30, 2023, the term loans, noncurrent balance of $50.6 million reflects $55.0 million of principal and $5.4 million of PIK interest accrual, reduced by $9.8 million of unamortized debt issuance costs. The Company also pays a debt monitoring fee under the Credit Agreement of $0.1 million per quarter which is recorded as interest expense in the consolidated statement of operations and comprehensive loss. The Company had no outstanding amounts related to the Credit Agreement as of June 30, 2022.

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 net leverage ratio covenant was removed subsequent to the end of fiscal year ended June 30, 2023. Refer to Note 16 for further details. 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%. The amendments to the covenants in the Credit Agreement include: (i) revising the definition of “minimum unrestricted cash” from (A) an amount equal to the operating expenses of the Company determined on a consolidated basis for the prior six months plus $1,100,000 to (B) $10,000,000, to be held in a separate and blocked cash collateral account and (ii) adding a new financial covenant beginning for the month ending June 30, 2023, that restricts the decrease in the Company’s operating cash to no more than $10,000,000 for each rolling three month period, subject to certain customary operating fluctuations and adjustments. The Company was not in compliance with the maximum net leverage ratio and other instances of default occurred as of June 30, 2023 and subsequent to year end. Refer to Note 16 for further details of the Lender’s waiver of the instances of non-compliance. Further, since the Company cannot be certain it will be in compliance with all covenants in the next twelve months if additional financing is not secured, the Company has classified the balance of the Credit Agreement, as amended, as current on the consolidated balance sheet as of June 30, 2023.

Warrants to Purchase Common Stock

In connection with the Second Amendment, the Company issued the second amendment metropolitan warrants (the “Second Amendment Warrants”). The Second Amendment Warrants may be exercised for cash or a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the Second Amendment Warrants; provided, that the Company shall not affect the exercise of any portion of the warrant where the effect is the holder, together with its affiliates would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such exercise.

In connection with the issuance of the Second Amendment Warrants, the Company entered into a customary registration right for the shares of Common Stock issuable upon exercise of the Second Amendment Warrants for which the Registration Statement was declared effective by the SEC on July 6, 2023.

Convertible Promissory Notes

As of June 30, 2022, the Company had convertible notes outstanding to various investors, all of which were accounted for under the fair value option. As of June 30 2022, the fair value of such convertible promissory notes was $89.7 million. In conjunction with the Merger, all convertible promissory notes were converted into shares of the Company’s Common Stock. Further, also on the date of the Merger, certain convertible notes which were issued 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 $41.4 million, resulting in a gain on remeasurement of $48.3 million which was recorded within change in fair value of warrants and convertible promissory notes on the consolidated statement of operations and comprehensive loss for the year ended June 30, 2023. As a consequence of the conversion, $41.4 million was reclassified into additional paid-in capital.

During the year ended June 30, 2022 the Company issued the convertible promissory notes for $0.5 million in July 2021 and $25.7 million in February 2022. The convertible promissory notes issued in February 2022 repaid convertible promissory notes issued in June 2021 for $20.0 million. During the year ended June 30, 2022, the Company recorded a loss on remeasurement of $18.9 million, on all outstanding convertible promissory notes, which were recorded within change in fair value of warrants and convertible promissory notes on the consolidated statement of operations and comprehensive loss.

Other 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 $15.0 million, 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 with a maturity date of March 20, 2023.

On September 21, 2022, in connection with the entry into the Credit Agreement, the Company repaid the Horizon Loan making a cash disbursement of $17.0 million, of which $15.0 million was repayment of principal and $0.6 million was payment of interest expense and accrued interest. Further on the date of the Merger, $1.7 million was recorded as a loss on extinguishment of debt and financial obligations on the consolidated statement of operations and comprehensive loss for the year ended June 30, 2023.

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 $12.6 million, 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 the Company’s Common Stock in connection 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 $5.3 million. Further, as part of the amendment to the Lago Loan, the Company issued an additional 169,310 warrants to purchase Common Stock in connection with the additional tranche. Refer to Note 10 for further details. The warrants met the criteria for liability classification and are valued at $0.4 million at June 30, 2023. 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 $6.0 million on its consolidated statement of operations and comprehensive loss for the year ended June 30, 2023.

In connection with the entry into the Credit Agreement (described above) on September 21, 2022, the Company repaid all outstanding loans by making a cash disbursement of $22.4 million, of which $17.9 million was repayment of principal and $0.1 million was payment of payable in-kind interest. Further, $4.4 million of cash was paid related to prepayment and other penalties.

Paycheck Protection Program Loans

In April 2020, the Company obtained a Paycheck Protection Program (“PPP”) loan for $2.6 million through the U.S. Small Business Administration. In March 2021, a second PPP loan was obtained in the amount of $2.0 million, for a total of $4.6 million 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. No collateral or personal guarantees were required for the loan. The PPP loans would bear an interest rate of 1% and a maturity of two years for the first loan and five years for the second loan. 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 year ended June 30, 2022, the Company received forgiveness of the first PPP loan of $2.6 million and recognized income on forgiveness within other income, net. During the year ended June 30, 2023, the Company received forgiveness of the second PPP loan of $2.0 million and recognized income on forgiveness within other income, net.

Future principal payments on debt including interest payments elected to be capitalized as PIK Interest for the Company’s fiscal years were as follows:


	As of June 30,
	2023
2024	$	—
2025		—
2026		60,448
Total future payments on debt obligations	$	60,448

- 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

Subsequent Events - Third Amended and Restated Fee Letter (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 10, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 22, 2022	Jun. 30, 2022
Subsequent Event [Line Items]
Number of shares warrants can be converted to				18,415,453
Common stock par value		$ 0.0001		$ 0.0001	$ 0.0001
Exercise Price		$ 6.53			$ 6.53
Term loans
Subsequent Event [Line Items]
Amendment fee			$ 200
Number of shares warrants can be converted to			400,000
Exercise Price			$ 0.01
Term loans \| Subsequent Events.
Subsequent Event [Line Items]
Amendment fee	$ 100
Number of shares warrants can be converted to	25,000
Common stock par value	$ 0.0001
Exercise Price	$ 0.01

Summary of Business and Significant Accounting Policies - Accounts Receivable, Net and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Summary of Business and Significant Accounting Policies
Accounts Receivable, Allowance for Credit Loss	$ 746	$ 353	$ 902

Debt Arrangements - PPP Loans (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Jul. 31, 2022	Aug. 31, 2021	Mar. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Apr. 30, 2020
Financing Obligations
Proceeds from the issuance of term loans				$ 60,250	$ 12,600
PPP
Financing Obligations
Debt principal amount			$ 2,000			$ 2,600
Proceeds from the issuance of term loans			$ 4,600
Forgiveness of PPP Loan	$ 2,000	$ 2,600		$ 2,000	$ 2,600
Percentage of loan to be use for payroll in order to forgiven fully			60.00%

Stock-Based Compensation - Fair Value Assumptions of Options Granted (Details) - Options	12 Months Ended
	Jun. 30, 2022
Fair Value Assumptions
Risk-free interest rate	1.06%
Expected volatility, minimum	45.84%
Expected volatility, maximum	46.15%
Minimum
Fair Value Assumptions
Expected term (in years)	6 years 1 month 6 days
Maximum
Fair Value Assumptions
Expected term (in years)	6 years 6 months 3 days

Consolidated Balance Sheet Components - Accounts Receivable, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning of year	$ 353	$ 902
Additions	691	265
Recoveries		(338)
Write-offs	(298)	(476)
Allowance for doubtful accounts, end of year	$ 746	$ 353

Subsequent Events - Lock-Up Agreements and Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 10, 2023	Jun. 30, 2023	Sep. 22, 2022	Jun. 30, 2022
Subsequent Event [Line Items]
Shares available for future issuance		51,260,285
Common stock par value		$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Events. \| Private Placement
Subsequent Event [Line Items]
Shares available for future issuance	1,500,000
Common stock par value	$ 0.0001
Purchase price	$ 2.00
Aggregate purchase price	$ 3.0

Debt Arrangements - Future principal payments on debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Future principal payments on debt
2026	$ 60,448
Total future payments on debt obligations	$ 60,448

Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits	$ 5,460	$ 4,916	$ 4,189
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	38,200
Net operating loss carryforwards which do not expire	148,500
Federal \| Research and development
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	5,700
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	58,200
State \| Research and development
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 5,300

Net Loss Per Share

12 Months Ended

Jun. 30, 2023

Net Loss Per Share

Net Loss Per Share

13. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to Common Stockholders for the periods presented:


	Year ended June 30,
	2023		2022
Numerator:
Net loss attributable to Common Stockholders, basic and diluted	$	(34,480)	$	(56,314)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Common Stockholders, basic and diluted		46,499,850		27,268,887
Net loss per share attributable to Common Stockholders, basic and diluted	$	(0.74)	$	(2.07)

The potential 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:


	Year Ended June 30,
	2023	2022
Stock options and RSUs	14,462,348	11,568,090
Convertible notes	—	5,827,990
Common stock warrants	21,050,077	4,658,865
Common stock subject to vesting - CyborgOps	103,814	475,638
Total potential shares of common stock excluded from the computation of diluted net loss per share	35,616,239	22,530,583

The Company excluded 14,397,022 earnout shares from the calculation of diluted EPS for the year ended June 30, 2023 as they are subject to market conditions for which the necessary conditions have not been satisfied.

The Company excluded 300,376 options from the calculation of diluted EPS for the year ended June 30, 2022. These equity awards were excluded from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions were not satisfied as of June 30, 2022.

Warrants (Tables)

12 Months Ended

Jun. 30, 2023

Warrants

Schedule of warrants on common stock outstanding


	As of June 30, 2023
	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	^[I]	5	Equity
Common	September 2027	$	11.50	6,125,000	^[J]	5	Liability
Common	March 2028	$	0.01	400,000	^[G]	5	Liability
Common	May 2028	$	0.01	2,500,000	^[H]	5	Liability
Total				21,315,453


	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 should one occur.

[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 coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of June 30, 2023 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 should one occur 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 into Common Stock contingent on rollouts of the Company’s products and services to the warrant holder. The number of shares of Common Stock represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 66,396 and 321,943 remained contingent as of June 30, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants is being recognized as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive 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, if one should occur.

[G] —

In connection with the First Amendment to the Credit Agreement, the Company issued 400,000 warrants to the Lenders as a fee. The warrant holder may redeem for cash, the First Amendment Warrants at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s Common Stock where the beneficial owner owns more than 50% of the Company’s Common Stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s Common Stock. Refer to Note 7 for further details.

[H] —

In connection with the effectiveness of the Second Amendment to the Credit Agreement, the Company issued the Second Amendment Warrants. The Second Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided, that the Company shall not affect the exercise of any portion of the warrant to the extent that giving effect to such exercise, the holder thereof, together with its affiliates collectively would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such exercise. The warrant holder may redeem the Second Amendment Warrants for cash at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s Common Stock where the beneficial owner owns more than 50% of the Company’s Common Stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s Common Stock. Refer to Note 7 for further details.

[I] —

Represents 17,250,000 public warrants, assumed as part of the Merger, that are exercisable for one-half of a share of the Company’s Common Stock for an exercise price of $8.21 per whole share. The Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of Common Stock equals or exceeds 165% of the volume weighted average per share, for 20 trading days starting on the trading day prior to the day on which the Company consummated the Merger for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given within a 30-trading day period ending on the third business day prior to the notice of redemption.

[J]

The private warrants are exercisable for a price of $11.50 per whole share and are non-redeemable so long as they are held by the initial purchasers or their affiliates. If transferred, the Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of Common Stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption.

Leases - Future minimum lease payments - ASC 840 (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Future minimum lease payments under ASC 840
2023		$ 273
2024		218
2025		127
Total		618
Rent expense
Rent expense	$ 500	$ 400

Stockholders' Deficit - Dividend rights (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Convertible Preferred Stock
Stockholders' Deficit
Dividends	$ 0	$ 0
Series A
Stockholders' Deficit
Dividends declared		$ 0.0241
Series AA-1
Stockholders' Deficit
Dividends declared		0.7488
Dividend paid		0.7488
Series AA-2
Stockholders' Deficit
Dividends declared		0.2657
Dividend paid		0.2657
Series B
Stockholders' Deficit
Dividends declared		0.0797
Series B-1
Stockholders' Deficit
Dividends declared		0.0537
Series C
Stockholders' Deficit
Dividends declared		0.5286
Series C-1
Stockholders' Deficit
Dividends declared		$ 0.4229

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Common Stock	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit	Convertible Preferred Stock Previously Reported	Convertible Preferred Stock Revision of Prior Period, Adjustment	Previously Reported	Total
Beginning balance at Jun. 30, 2021	$ 5	$ (2)	$ 3	$ 74,417	$ 30	$ 74,447	$ (144,469)	$ (144,469)	$ 28	$ (28)	$ (70,019)	$ (70,019)
Beginning balance (in shares) at Jun. 30, 2021	5,132,354	21,980,406	27,112,760						28,343,420	(28,343,420)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options						111						111
Issuance of common stock upon exercise of stock options (in shares)			259,915
Fair value of newly issued common stock warrants						712						712
Stock-based compensation						1,947						1,947
Issuance of common stock for CyborgOps acquisition						1,104						1,104
Issuance of common stock for CyborgOps acquisition (in shares)			601,764
Net loss								(56,314)				(56,314)
Ending balance at Jun. 30, 2022	$ 6	$ (3)	$ 3	$ 78,290	$ 31	78,321	$ (200,783)	(200,783)	$ 28	$ (28)	$ (122,459)	(122,459)
Ending balance (in shares) at Jun. 30, 2022	6,196,257	21,778,182	27,974,439						28,343,420	(28,343,420)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options						579						$ 579
Issuance of common stock upon exercise of stock options (in shares)			955,062									955,062
Fair value of newly issued common stock warrants						1,411						$ 1,411
Issuance of common stock upon net exercise of warrants (in shares)			136,681
Issuance of common stock						9,845						9,845
Issuance of common stock (in shares)			4,903,833
Issuance of common stock upon vesting of restricted stock units (in shares)			1,115,673
Cancellation of restricted stock awards in connection with the CyborgOps acquisition (in shares)			(256,891)
Issuance of shares and transfer of warrants upon termination of convertible note agreement						2,412						2,412
Issuance of shares and transfer of warrants upon termination of convertible note agreement (in shares)			323,968
Conversion of convertible notes into common stock			$ 1			41,391						41,392
Conversion of convertible notes into common stock (in shares)			8,147,938
Warrants issued with Credit Agreement						2,076						2,076
Reclassification of liability classified warrants to equity						830						830
Contribution by shareholder in conjunction with Credit Agreement						2,779						2,779
Earnout shares stock-based compensation						4,910						4,910
Merger and PIPE Financing			$ 1			35,737						35,738
Merger and PIPE Financing (in shares)			13,879,828
Stock-based compensation						9,740						9,740
Net loss								(34,480)				(34,480)
Ending balance at Jun. 30, 2023			$ 5			$ 190,031		$ (235,263)				$ (45,227)
Ending balance (in shares) at Jun. 30, 2023			57,180,531

Income Taxes - Components of Loss Before Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Components of loss before taxes
United States	$ (34,596)	$ (56,644)
International	125	100
Loss before provision (benefit) for income taxes	$ (34,471)	$ (56,544)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: 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(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: 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(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Stock-Based Compensation - Equity Incentive Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Number of Options Outstanding
Number of Options Outstanding, Beginning balance	11,213,615
Number of Options Outstanding, Granted	0
Number of Options Outstanding, Exercised	(955,062)
Number of Options Outstanding, Forfeited and expired	(356,850)
Number of Options Outstanding, Ending balance	9,901,703	11,213,615
Number of Options Outstanding, Vested and expected to vest	9,901,703
Number of Options Outstanding, Exercisable	9,134,330
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Beginning balance	$ 0.73
Weighted- Average Exercise Price, Exercised	0.61
Weighted- Average Exercise Price, Forfeited and expired	1.33
Weighted- Average Exercise Price, Ending balance	0.72	$ 0.73
Weighted- Average Exercise Price, Vested and expected to vest	0.72
Weighted- Average Exercise Price, Exercisable	$ 0.57
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value
Weighted-Average Remaining Contractual Life (years)	4 years 4 months 24 days	6 years 7 months 28 days
Weighted-Average Remaining Contractual Life (years), Vested and expected to vest	4 years 4 months 24 days
Weighted-Average Remaining Contractual Life (years), Exercisable	4 years 1 month 13 days
Aggregate Intrinsic Value, Vested and expected to vest	$ 44,698
Aggregate Intrinsic Value, Exercisable	$ 42,449
Previously Reported
Number of Options Outstanding
Number of Options Outstanding, Beginning balance	13,845,291
Number of Options Outstanding, Ending balance		13,845,291
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Beginning balance	$ 0.59
Weighted- Average Exercise Price, Ending balance		$ 0.59
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value
Weighted-Average Remaining Contractual Life (years)		6 years 7 months 28 days
Revision of Prior Period, Adjustment
Number of Options Outstanding
Number of Options Outstanding, Beginning balance	2,631,676
Number of Options Outstanding, Ending balance		2,631,676
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Beginning balance	$ 0.14
Weighted- Average Exercise Price, Ending balance		$ 0.14

Consolidated Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Total property and equipment	$ 6,412	$ 6,744
Less: accumulated depreciation	(5,503)	(4,769)
Property and equipment, net	909	1,975
Depreciation expense	1,300	1,600
Capital leased equipment	1,164	2,033
Impairment charges	0	$ 600
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]		Cost of Revenue
Tablets
Consolidated Balance Sheet Components
Total property and equipment	5,774	$ 5,663
Impairment charges	0	600
Computer equipment
Consolidated Balance Sheet Components
Total property and equipment	634	519
Software
Consolidated Balance Sheet Components
Total property and equipment	4	562
Leaseholds and Leasehold Improvements
Consolidated Balance Sheet Components
Capital leased equipment	$ 1,200	$ 1,500

Fair Value Measurements - Changes in Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ 5,459	$ 1,597
Convertible Promissory Notes and Embedded Warrants \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	89,663	62,581
Issuance of warrants		8,150
Change in fair value	(48,271)	18,932
Conversion of warrant liabilities and convertible promissory notes	(41,392)
Balance at the end of period		89,663
Common stock warrants \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	4,149	1,434
Reclassification of liability classified warrants to equity	(830)
Issuance of warrants	7,701	1,118
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger	9,388
Change in fair value	5,459	1,597
Balance at the end of period	25,867	$ 4,149
Unvested sponsor Shares Liability \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger	1,588
Change in fair value	(189)
Balance at the end of period	$ 1,399

Debt Arrangements - Convertible Promissory Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Fair value of convertible promissory note	$ 0
Convertible notes
Debt Instrument [Line Items]
Fair value of convertible promissory note	$ 41,400	$ 89,700
Debt conversion, shares issued	8,147,938
Gain on remeasurement	$ 48,300
Loss on remeasurement		(18,900)
Adjustment to Additional Paid in Capital, Reclassification on Conversion of Convertible Debt	$ 41,400
July 2021 Convertible Promissory Notes
Debt Instrument [Line Items]
Proceeds from issuance of promissory notes		500
Repayment of notes		20,000
February 2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Proceeds from issuance of promissory notes		$ 25,700

Financing Obligations (Details) - USD ($)											12 Months Ended
Financing Obligations (Details) - USD ($)	Jun. 20, 2023	Apr. 14, 2023	Nov. 21, 2022	Aug. 18, 2022	May 31, 2022	Feb. 22, 2022	Nov. 16, 2021	Aug. 15, 2021	Apr. 27, 2021	Jan. 01, 2019	Jun. 30, 2023	Jun. 30, 2022
Financing Obligations
Repayment of term loans			$ 400,000								$ 32,980,000
Loss on extinguishment of debt and financing obligations			$ (300,000)								(8,179,000)
Gain (loss) on restructuring of debt		$ 0									$ 2,000,000	$ 2,599,000
Receivable financing facility
Financing Obligations
Debt term									5 years
Debt instrument, minimum period to continue quarterly borrowings				12 months	12 months	12 months	12 months	12 months
Receivable financing facility \| 2024
Financing Obligations
Monthly payment	$ 1,500,000
Receivable financing facility \| 2025
Financing Obligations
Monthly payment	$ 3,000,000.0
Equipment financing facility \| Tablets
Financing Obligations
Lease term										4 years
Equipment financing facility \| Maximum \| Tablets
Financing Obligations
Debt term										5 years
Debt interest rate										14.00%
Equipment financing facility \| Minimum \| Tablets
Financing Obligations
Debt term										3 years
Debt interest rate										8.00%

Summary of Business and Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($)	Jun. 30, 2023	Jul. 01, 2022	Jun. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right of use asset	$ 500,000		$ 0
Operating lease liability	$ 491,000		$ 0
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right of use asset		$ 500,000
Operating lease liability		$ 500,000

Leases (Details) - USD ($)	12 Months Ended
Leases (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating lease ROU asset	$ 500,000	$ 0
Operating lease right of use asset , balance sheet location	Other long-term assets
Operating lease liability	$ 491,000	$ 0
Operating lease liabilities, current	$ 355,000
Operating lease liabilities, current, balance sheet location	Accrued liabilities
Operating lease liabilities, Non-current	$ 136,000
Operating lease liabilities, Non-current, balance sheet location	Other long-term liabilities
Operating lease costs	$ 400,000
Variable operating lease costs	$ 100,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 26,135	$ 30,351
Depreciation and impairment	1,164	2,033
Total cost of revenue	25,614	29,718
Gross profit	521	633
Operating expenses:
Research and development	21,310	16,778
Sales and marketing	8,847	6,640
General and administrative	26,771	9,847
Loss on infrequent product repairs		582
Total operating expenses	56,928	33,847
Loss from operations	(56,407)	(33,214)
Change in fair value of warrants and convertible promissory notes	42,811	(20,528)
Interest expense	(12,755)	(5,434)
Loss on extinguishment of debt and financing obligations	(8,179)
Other financing and financial instrument expenses, net	(2,753)
Other income, net	2,812	2,632
Total other income (expense), net	21,936	(23,330)
Loss before provision (benefit) for income taxes	(34,471)	(56,544)
Provision (benefit) for income taxes	9	(230)
Net loss and comprehensive loss	$ (34,480)	$ (56,314)
Net loss per share attributable to Common Stockholders, basic	$ (0.74)	$ (2.07)
Net loss per share attributable to Common Stockholders, diluted	$ (0.74)	$ (2.07)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	46,499,850	27,268,887
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	46,499,850	27,268,887
Platform
Total revenue	$ 13,235	$ 20,053
Cost of revenue	13,068	18,687
Transaction
Total revenue	12,900	10,298
Cost of revenue	$ 11,382	$ 8,998

Consolidated Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Accrued expenses	$ 253	$ 2,176
Accrued vacation	868	874
Accrued payroll	1,208	1,686
Operating lease liability, current	355
Accrued interest	375	402
Accrued repair cost (Refer to Note 8)	392	724
Accrued sales tax	134	86
Accrued other	734	267
Total accrued liabilities	$ 4,319	$ 6,215

Financing Obligations - Schedule of Financing Obligations Net of Discounts (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Financing Obligations
Total financing obligations	$ 4,676	$ 8,840
Less: financing obligations, current	(1,676)	(8,840)
Total financing obligations, noncurrent	3,000
Receivable financing facility
Financing Obligations
Total financing obligations	4,067	5,911
Equipment financing facility
Financing Obligations
Total financing obligations	$ 609	$ 2,929

Income Taxes

12 Months Ended

Jun. 30, 2023

Income Taxes

Income Taxes

12. Income Taxes

The Company is subject to U.S. federal, state, and local corporate income taxes.

The components of loss before taxes are as follows:


	June 30,
	2023		2022
United States	$	(34,596)		(56,644)
International		125		100
Total loss before taxes	$	(34,471)		(56,544)

Income tax (benefit) provision was comprised of the following:


	June 30,
	2023		2022
Current:
United States	$	—	$	—
State		9		17
International		—		—
Total current tax provision		9		17

Deferred:
United States		—		(234)
State		—		(13)
International		—		—
Total deferred tax (benefit) provision		—		(247)
Total tax (benefit) provision	$	9	$	(230)

The Company’s effective income tax rate reconciliation is composed of the following for the periods presented:


	June 30,
	2023		2022
Federal statutory rate		21.00%		21.00%
State tax net of federal benefit		0.00%		(0.01)%
Tax credits and foreign rate differential		1.26%		0.70%
Change in fair value of warrants and convertible notes		(3.33)%		(0.59)%
Convertible debt		29.41%		(7.03)%
Other		(2.54)%		0.61%
Change in valuation allowance		(45.80)%		(14.27)%
Benefit (provision) for income taxes		(0.00%)		0.41%

The components of net deferred tax assets are as follows (in thousands):


	June 30,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	43,032	$	31,038
Deferred revenue		127		1,823
Tax credits		5,627		4,795
Stock based compensation		940		295
Capitalized Research and Development		3,259		—
Non deductible interest		3,938		1,221
Lease liability		110		—
Accruals and reserves		609		590
Other		32		—
Total deferred tax assets		57,674		39,762
Less: valuation allowance		(56,492)		(38,750)
Total deferred tax assets, net of valuation allowance		1,182		1,012

Deferred tax liabilities:
Intangibles		(1,074)		(926)
Other		(108)		(86)
Total deferred tax liabilities		(1,182)		(1,012)
Net deferred tax assets	$	—	$	—

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), as well as projected pre-tax book income in making this assessment. To fully utilize the net operating loss (“NOL”) and tax credits carryforwards, the Company will need to generate sufficient future taxable income in each respective jurisdiction.

As of June 30, 2023, the Company had federal and state NOLs for approximately $38.2 million and $58.2 million, respectively, which begin to expire in 2029 if not utilized. The Company had federal NOLs for approximately $148.5 million which do not expire. The use of the NOLs may be subject to certain limitations under Section 382 of the Internal Revenue Code of 1986 (the “Code”) and similar state tax law. As of June 30, 2023, the Company had research and development tax credit carryforwards of approximately $5.7 million and $5.3 million for federal and state tax purposes, respectively. The federal credits begin to expire in 2029 and the state tax credits do not expire.

Utilization of the NOL carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Code, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization.

Uncertain Tax Positions

The total amount of gross unrecognized tax benefits was $5.5 million as of June 30, 2023, of which none would affect the effective tax rate if recognized because such recognition would result in an increase in the deferred tax assets with a corresponding increase in the valuation allowance, therefore having no impact. The aggregate changes in the balance of gross unrecognized tax benefits are as follows (in thousands):


	June 30,
	2023		2022
Balance at beginning of year	$	4,916	$	4,189
Decrease related to prior period tax positions		(167)		—
Increase related to current year tax positions		711		727
Balance at end of year	$	5,460	$	4,916

The amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statute of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

The Company files U.S. federal and various state and local income tax returns, including the State of California. The Company has no ongoing tax examinations by the U.S. income tax authorities at this time. The Company is subject to U.S. federal, state or local income tax examinations for all prior years.

- 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

Consolidated Balance Sheet Components - Other Long-term Liabilities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Other Long-term Liabilities
Unvested Sponsor Shares liability	$ 1,399
Operating lease liability, net of current portion	136
Total other long-term liabilities	$ 1,535

Financing Obligations (Tables)

12 Months Ended

Jun. 30, 2023

Financing Obligations

Schedule of financing obligations net of discounts


	As of June 30,		As of June 30,
	2023		2022
Receivable financing facility	$	4,067	$	5,911
Equipment financing facility		609		2,929
Total financing obligations		4,676		8,840
Less: financing obligations, current		(1,676)		(8,840)
Total financing obligations, noncurrent	$	3,000	$	—

Stock-Based Compensation (Tables)

12 Months Ended

Jun. 30, 2023

Stock-Based Compensation

Summary of the equity incentive plan activity


	Number of	Weighted-		Weighted-	Aggregate
	Options	Average		Average Remaining	Intrinsic
	Outstanding	Exercise Price		Contractual Life (years)	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 year	11,213,615		0.73	6.66
Exercised	(955,062)		0.61
Forfeited and expired	(356,850)		1.33
Balance –June 30, 2023	9,901,703		0.72	4.40
Vested and expected to vest at June 30, 2023	9,901,703		0.72	4.40	$	44,698
Exercisable at June 30, 2023	9,134,330		0.57	4.12		42,449

Summary of the equity incentive plan RSU activity


	Number of	Weighted- Average
	Awards Outstanding	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 year	350,426		7.98
Granted	5,795,240		3.75
Vested	(1,119,826)		4.11
Forfeited	(465,195)		3.58
Unvested Balance - June 30, 2023	4,560,645		4.00

Schedule of assumptions used under Black-Scholes-Merton option pricing model and weighted average value of the options granted to employees


	As of			As of
	June 30,			June 30,
	2023			2022
Risk-free interest rate		—	%		1.06
Expected term (in years)		—			6.10 - 6.51
Expected volatility		—	%		45.84% - 46.15%
Expected dividend yield		—			—

Summary of stock-based compensation expense excluding stock-based compensation in capitalized software


	Year ended June 30,
	2023		2022
Research and development	$	2,247	$	519
Sales and marketing		560		424
General and administrative		5,892		966
	$	8,699	$	1,909

Revenue (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Sep. 29, 2021	Jul. 29, 2019	Oct. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Oct. 29, 2021	Jul. 01, 2021	Jun. 30, 2021
Revenue
Contract assets				$ 700	$ 500			$ 400
Accounts receivable				1,831	1,518			$ 1,200
Contract assets including deferred costs				2,400	11,300		$ 21,900
Interest expense				12,755	5,434
Accrued interest				375	402
Loss on infrequent product repairs					582
Accounts payable				$ 1,508	$ (3,322)
Warrants to purchase shares of common stock				21,315,453	4,713,303	404,961
Contra-revenue recognized related to the warrant				$ (1,242)
Revenue from leasing arrangements				$ 2,000	$ 2,300
Maximum \| AI Platform
Revenue
Percent of revenue paid to vendor (as percent)				68.00%
Maximum \| Gaming
Revenue
Commission paid to restaurants (as a percent)				90.00%
Premium content revenue (as a percent)					90.00%
Minimum \| AI Platform
Revenue
Percent of revenue paid to vendor (as percent)				64.00%
Minimum \| Gaming
Revenue
Commission paid to restaurants (as a percent)				83.00%
Premium content revenue (as a percent)					81.00%
Customer A
Revenue
Marketing development expense	$ 3,200	$ 5,000
Percentage of interest accrued on unpaid balance		12.00%
Interest expense			$ 200
Accrued interest				$ 0	$ 200
Handheld services payable	2,000
Value of alternative installation and replacement services	2,000			$ 500	$ 1,200
Cover expenses	3,300
Accrued interest waived	800
Cancellation of refund request	$ 2,000
Accounts payable			$ (3,200)

Consolidated Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Finished goods	$ 629	$ 869
Total inventories	$ 629	$ 869

Fair Value Measurements - Unvested sponsor Share Liability (Details)	Jun. 30, 2023 Y	Sep. 21, 2022 Y
Expected volatility
Fair Value Measurements
Unvested sponsor share liability, measurement input	0.704	0.762
Expected term (in years)
Fair Value Measurements
Unvested sponsor share liability, measurement input	4.2	5.0
Risk-free interest rate
Fair Value Measurements
Unvested sponsor share liability, measurement input	0.042	0.037

Summary of Business and Significant Accounting Policies - Revenue Recognition, Cost of Revenue and Operating Expenses (Details)	12 Months Ended
	Jun. 30, 2023 USD ($) item shares	Jun. 30, 2022 USD ($) item
Disaggregation of Revenue [Line Items]
Number of revenue streams \| item	2	2
Operating Expenses	$ 0	$ 600,000
Advertising costs	$ 75,000	36,000
Stock options granted (in shares) \| shares	0
Accrued interest and penalties related to uncertain tax positions	$ 0	$ 0
Platform
Disaggregation of Revenue [Line Items]
Fees recorded as cost of revenue	$ 1,200,000
Minimum
Disaggregation of Revenue [Line Items]
Contract term	12 months
Minimum \| Platform
Disaggregation of Revenue [Line Items]
Percentage of revenue share	64.00%	64.00%
Minimum \| Gaming
Disaggregation of Revenue [Line Items]
Commission paid to restaurants	83.00%	81.00%
Maximum
Disaggregation of Revenue [Line Items]
Contract term	36 months
Maximum \| Platform
Disaggregation of Revenue [Line Items]
Percentage of revenue share	68.00%	68.00%
Maximum \| Gaming
Disaggregation of Revenue [Line Items]
Commission paid to restaurants	90.00%	90.00%

Stockholders' Deficit (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 21, 2022 USD ($) Vote shares	Sep. 15, 2022 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	May 22, 2023 USD ($) $ / shares shares	Sep. 22, 2022 $ / shares shares	Jun. 30, 2022 $ / shares shares
Stockholders' Deficit
Common stock shares authorized	180,000,000		180,000,000		180,000,000	180,000,000
Preferred stock shares authorized	1,500,000		1,500,000		1,500,000	1,500,000
Common stock reserved for future issuance			51,260,285
Common stock par value \| $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Voting rights \| Vote	1
Proceeds from the issuance of common stock \| $			$ 9,846
Number of shares warrants can be converted to					18,415,453
Other Financing and Financial Instrument (Costs) Income, Net \| $			(2,753)
Securities Purchase Agreement
Stockholders' Deficit
Common stock reserved for future issuance				4,760,500
Purchase price per share \| $ / shares				$ 2.00
Aggregate Purchase Price of Shares \| $				$ 9,500
Investor
Stockholders' Deficit
Proceeds from the issuance of common stock \| $		$ 1,000	$ 1,000
Issuance of common stock (in shares)		133,333	133,133
Silver rock
Stockholders' Deficit
Issuance of common stock (in shares)	323,968
Shares held by investor	400,000
Termination fee \| $	$ 1,600
Expenses agreed to pay \| $	$ 500
Number of shares warrants can be converted to	500,000
Other Financing and Financial Instrument (Costs) Income, Net \| $	$ 800

Financing Obligations

12 Months Ended

Jun. 30, 2023

Financing Obligations

Financing Obligations

6. Financing Obligations

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


	As of June 30,		As of June 30,
	2023		2022
Receivable financing facility	$	4,067	$	5,911
Equipment financing facility		609		2,929
Total financing obligations		4,676		8,840
Less: financing obligations, current		(1,676)		(8,840)
Total financing obligations, noncurrent	$	3,000	$	—

Receivable Financing Facility

On April 27, 2021, the Company entered into an investment arrangement to enable an outside investor to invest in the Company’s future receivables, in exchange for an upfront payment. Through this arrangement, the Company obtained 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 investor 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 investor, the Company may continue rolling forward the receivable financing facility.

On April 14, 2023, the Company entered into an amended and restated investment arrangement to amend the periodic payment amounts under the investment agreement for which the Company evaluated under ASC 470-60, “Troubled Debt Restructurings by Debtors.” Due to indicators of financial difficulty for the Company at this date, and the lenders granting concession resulting in the effective borrowing rate under the amended agreement being less than the effective borrowing rate under the previous agreement, the amendments were accounted for as a troubled debt restructuring. The Company did not pay or provide any consideration in exchange for this amendment. The undiscounted future cash payments under the new terms are greater than the carrying amount of the debt at the time of the restructuring so no gain or loss was required to be recognized on the troubled debt restructuring. The change is accounted for prospectively using the new effective interest rate of the receivable financing facility.

On June 20, 2023, the Company entered into a second consolidated and amended and restated investment arrangement to amend the periodic payment amounts to be made under the investment agreement. The Company did not pay or provide any consideration in exchange for this amendment. The amended arrangement calls for monthly payments of principal and interest totaling an aggregate of $1.5 million and $3.0 million in fiscal years 2024 and 2025, respectively. This arrangement amended the amended and restated investment arrangement the Company entered into on April 14, 2023, which amended the payment due dates and periodic payment amounts to be made under the investment agreement.

Equipment Financing Facility

Beginning in 2019, the Company entered into equipment financing facilities with third-party financing partners to finance certain tablet purchases. The arrangements generally have terms ranging from three – five years and interest rates ranging from 8%-14%. The Company then leases the tablets to one of its customers through operating leases with 4-year terms.

During the year ended June 30, 2023, due to the Company’s liquidity position and other commitments, the Company postponed certain payments on certain equipment financing facilities, which resulted in the Company defaulting on the arrangement. The Company remedied the matter with the following repayment agreements. On November 4, 2022, the Company executed an amendment with one of its equipment financing facilities 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 terminate one of its equipment financing facilities early and repaid the arrangement by making a cash disbursement of $0.4 million, which extinguished all obligations and resulted in $0.3 million being recorded as a loss on extinguishment of debt and financial obligations on the consolidated statement of operations and comprehensive 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 was waived and the Company is in compliance as of June 30, 2023. The obligations under these arrangements are in financing obligations, current as of June 30, 2023.

In fiscal year 2022, the Company defaulted on certain equipment financing facilities due to non-payment of rent. Default under the arrangements permits the financing partner to declare the amounts owed under the arrangement due and payable and exercise its right to secure the tablets under lease. As a result, the Company reclassified all of its obligations under these arrangements that were in default as short-term within financing obligations, current as of June 30, 2022

Warrants

12 Months Ended

Jun. 30, 2023

Warrants

Warrants

10. Warrants

Since inception, the Company has issued warrants in conjunction with various financings, as well as certain customers. The Company accounts for its warrants in accordance with ASC 480 and 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.

During the year ended June 30, 2023, the Company engaged in various warrant transactions:

●

The issuance of 169,310 warrants to purchase Common Stock in conjunction with an amendment to the warrant agreement with Lago Loan, such amendment occurring in August 2022.

●

In September 2022, the holder of 141,970 warrants, net exercised such warrants with the Company issuing 136,681 of 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 on the Merger date into equity in the amount of $0.8 million.

●

Subsequent to the Merger the Company has issued warrants associated with changes to the Company’s Credit Agreement. Refer to Note 7 for further discussion.

The following tables represent the warrants on Common Stock outstanding:


	As of June 30, 2023
	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	^[I]	5	Equity
Common	September 2027	$	11.50	6,125,000	^[J]	5	Liability
Common	March 2028	$	0.01	400,000	^[G]	5	Liability
Common	May 2028	$	0.01	2,500,000	^[H]	5	Liability
Total				21,315,453


	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 should one occur.

[B] —

[C] —

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

[D] —

[E] —

[F] —

[G] —

[H] —

[I] —

[J]

Consolidated Balance Sheet Components - Weighted-average Amortization Periods (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Consolidated Balance Sheet Components
Amortization expense of intangible assets	$ 0.3	$ 0.1
Capitalized software
Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods	4 years
Amortization expense of intangible assets	$ 9.4	2.8
Impairment		$ 0.1
Impairment, Income Statement location		Depreciation and impairment
Developed technology
Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods	4 years
Domain name
Consolidated Balance Sheet Components
Intangible assets weighted average amortization periods	15 years

Stockholders' Deficit

12 Months Ended

Jun. 30, 2023

Stockholders' Deficit

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 May 22, 2023, the Company entered into a securities purchase agreement, pursuant to which the Company agreed to sell an aggregate of 4,760,500 newly issued shares of the Company’s Common Stock, at a purchase price of $2.00 per share for an aggregate purchase price of approximately $9.5 million. The investors include existing shareholders of the Company and new investors.

On September 15, 2022, the Company (then Legacy Presto), received an equity investment of $1.0 million from an investor in exchange for 133,333 shares in the Company Common Stock. 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 323,968 shares of Company Common Stock pursuant to the terms of the Merger Agreement. The share transfer was determined to be termination fee valued at $1.6 million recorded within other financing and financial instrument (costs) income, net on the consolidated statement of operations and comprehensive 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 $0.5 million which is recorded within other financing and financial instrument (costs) income, net on the consolidated statement of operations and comprehensive 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 other financing cost of $0.8 million within other financing and financial instrument (costs) income, net on the consolidated statement of operations and comprehensive loss with an offsetting increase to additional paid-in capital for the contribution.

Convertible Preferred Stock

Prior to the retroactive impact of the recapitalization, the summary of the Convertible Preferred Stock outstanding and other related information is as follows:


	June 30, 2022
											Common
											Stock
	Original						Net				Issuable
	Issue		Shares		Shares		Carrying		Liquidation		Upon
	Price		Authorized		Outstanding		Value		Preference		Conversion
Series A	$	0.3017		9,410,799		8,621,800		2,567		2,601		8,621,800
Series AA-1		9.3597		1,131,190		1,024,349		9,520		9,588		1,024,349
Series AA-2		3.3215		169,083		169,083		546		562		169,083
Series B		0.9959		10,364,829		10,364,829		10,131		10,322		10,364,829
Series B-1		0.6711		4,619,282		4,619,282		3,100		3,100		4,619,282
Series C		6.608		3,026,634		1,513,316		9,965		10,000		1,513,316
Series C-1		5.2864		2,030,761		2,030,761		10,735		10,735		2,030,761
Total				30,752,578		28,343,420	$	46,564	$	46,908	$	28,343,420

As any liquidation event must first be approved by the Board, which is controlled by the Company and its Common Stockholders, the convertible Preferred Stock is classified as permanent equity in the Company’s consolidated balance sheet as of June 30, 2022. The rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock are set forth in the Company’s Amended and Restated Certificate of Incorporation dated May 24, 2022, as amended, and are summarized as follows:

Dividend Rights — Holders of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series C-1 Convertible Preferred Stock (collectively, the “Senior Preferred Stock”), were entitled to receive dividends prior and in preference to dividends declared on the Series AA-1 Convertible Preferred Stock, the Series AA-2 Convertible Preferred Stock, and the voting Common Stock and non-voting Common Stock (collectively, the “ELC Common Stock”) at a rate of $0.0241, $0.0797, $0.0537, $0.5286, and $0.4229 per share per annum, respectively.

After the holders of the Senior Preferred Stock would have received full dividend preference, dividends could be declared and paid to all holders of Series AA-1 Convertible Preferred Stock, in preference to the holders of Series AA-2 Convertible Preferred Stock, Common Stock and non-voting Common Stock, at a rate of $0.7488 per share per annum. After the holders of Senior Preferred Stock and Series AA-1 Convertible Preferred Stock have received full dividend preference, dividends could be declared and paid to all holders of Series AA-2 Convertible Preferred Stock, in preference to the holders of the Company’s Common Stock, at a rate of $0.2657 per share per annum.

If, after dividends in the full preferential amount were paid to the holders of Senior Preferred Stock, Series AA-1 Convertible Preferred Stock, and Series AA-2 Convertible Preferred Stock, dividends may be declared and paid to all holders of the ELC Common Stock and Convertible Preferred Stock holders in proportion to the number of shares of ELC Common Stock that would be held by each holder if all shares of Convertible Preferred Stock were converted to Common Stock at the then effective conversion rate.

Dividends were payable only when, and if, declared by the Board and are non-cumulative. As of June 30, 2023 and 2022, no dividends have been declared or paid by the Company.

Liquidation preference — In the event of any liquidation event (as defined in the restated certificate of incorporation), whether voluntary or involuntary, before any payment shall be made to the holders of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, or Series B-1 Convertible Preferred Stock (collectively, the “Other Senior Preferred Stock”), and before any payment shall be made to the holders of Series AA-1 Convertible Preferred Stock, Series AA-2 Convertible Preferred Stock, or ELC common stock, the holders of Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock (collectively, “Series C Senior Preferred Stock”) are entitled to receive an amount equal to the greater of a) the original issue price (as defined below) for such series of Senior Preferred Stock, plus any dividends declared but unpaid or b) such amount per share as would have been payable had all shares of such series of Senior Preferred Stock been converted into common stock prior to the liquidation event. If upon any such liquidation event, the funds and assets available for distribution to the stockholders shall be insufficient to pay the holders of shares of Senior Preferred Stock the full amounts to which they are entitled, the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Senior Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Upon completion of the payments to holders of Series C Senior Preferred Stock, before any payment shall be made to the holders of Series AA-1 Convertible Preferred Stock, Series AA-2 Convertible Preferred Stock, or ELC Common Stock, the holders of Other Senior Preferred Stock are entitled to receive an amount equal to the greater of a) the original issue price (as defined below) for such series of Senior Preferred Stock, plus any dividends declared but unpaid or b) such amount per share as would have been payable had all shares of such series of Senior Preferred Stock been converted into Common Stock prior to the liquidation event. If upon any such liquidation event, the funds and assets available for distribution to the stockholders shall be insufficient to pay the holders of shares of Senior Preferred Stock the full amounts to which they are entitled, the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Senior Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Upon completion of the payments to holders of Senior Preferred Stock, before any payment shall be made to the holders of Series AA-2 Convertible Preferred Stock and ELC common stock, the holders of Series AA-1 Convertible Preferred Stock shall be entitled to receive out of the funds and assets available for distribution, an amount per share equal to the greater of a) the original issue price for such series of Series AA-1 Convertible Preferred Stock plus all declared but unpaid dividends, or b) such amount per share as would have been payable had all shares of Series AA-1 Convertible Preferred Stock been converted into common stock prior to the liquidation event. If the assets and funds distributed among the holders of the Series AA-1 Convertible Preferred Stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of are legally available for distribution shall be distributed ratably among the holders of the Series AA-1 Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

Upon completion of the payments to holders of Senior Preferred Stock and Series AA-1 Convertible Preferred Stock, before any payment shall be made to the holders of ELC common stock, the holders of Series AA-2 Convertible Preferred Stock shall be entitled to receive out of the funds and assets available for distribution, an amount per share equal to the greater of a) the original issue price for such series of Series AA-2 Convertible Preferred Stock plus all declared but unpaid dividends, or b) such amount per share as would have been payable had all shares of Series AA-2 Convertible Preferred Stock been converted into common stock prior to the liquidation event. If the assets and funds distributed among the holders of the Series AA-2 Convertible Preferred Stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of are legally available for distribution shall be distributed ratably among the holders of the Series AA-2 Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock, Series AA-1 Convertible Preferred Stock, and Series AA-2 Convertible Preferred Stock, the remaining assets and funds available for distribution to the stockholders shall be distributed among the holders of shares of ELC common stock.

The original issue price is $6.6080, $5.2864, $0.9959, $0.6711, $0.3017, $9.3597, and $3.3215 per share on Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series A Convertible Preferred Stock, Series AA-1 Convertible Preferred Stock and Series AA-2 Convertible Preferred Stock, respectively.

Conversion rights — Each share of a series of convertible preferred stock are convertible into common stock at the option of the holder, at any time, by dividing the original issue price for such series of convertible preferred stock by the conversion price for such series of preferred stock. The conversion price for each series of convertible preferred stock is equivalent to the original issue price for such series of convertible preferred stock.

Each share of convertible preferred stock will automatically be converted into shares of common stock (a) immediately upon the closing of an underwritten public offering, pursuant to an effective registration statement file with the United States Securities and Exchange Commission resulting in aggregate gross proceeds to the Company of at least $75,000 and at a per share offering price to the public of no less than one times the original issue price of the Series C Convertible Preferred Stock or (b) (i) in the case of the Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, including the Series C lead investor, then outstanding specify by vote or written consent (ii) in the case of the Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock, including the Series B lead investor, then outstanding specify by vote or written consent, (iii) in the case of the Series A Convertible Preferred Stock including the Series A lead investor, the date and time in which a majority of the holders of Series A Convertible Preferred Stock then outstanding specify by vote or written consent (iv) in the case of the Series AA-1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series AA-1 Convertible Preferred Stock then outstanding specify by vote or written consent and (v) in the case of the Series AA-2 Convertible Preferred Stock, the date and time in which a majority of the holders of Series AA-2 Convertible Preferred Stock then outstanding specify by vote or written consent.

Voting Rights — Holders of convertible preferred stock are entitled to vote equal to the number of whole shares of common stock into which the shares of convertible preferred stock are convertible. Holders of convertible preferred stock vote together with the holders of common stock as a single class on an as-converted basis.

The Company has the following shares of Common Stock reserved for future issuance:


		As of
		June 30,
		2023
Warrants to purchase Common Stock		21,315,453
Common Stock options and RSUs		14,462,348
Equity awards available for future grants		1,085,462
Earnout shares		14,397,022
		51,260,285

- 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
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-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
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-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
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-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
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-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
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-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
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-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
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-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Leases (Tables)

12 Months Ended

Jun. 30, 2023

Leases

Schedule of supplemental information related to the Company's operating lease


Operating cash flows used for operating lease	$	432
Operating lease liability arising from obtaining ROU asset (1)	$	491
Weighted average remaining lease term		1.4	years
Weighted average discount rate		15	%

(1)	Amount includes $0.5 million related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $0.3 million related to the Company entering into a new non-cancellable operating lease agreement during the year ended June 30, 2023.

Schedule of future minimum lease payments under the Company's non-cancelable operating leases


	As of June 30,
	2023
2024	$	404
2025		143
Gross lease payments		547
Less: imputed interest		(56)
Present value of net future minimum lease payments	$	491

Schedule of future minimum lease payments under ASC 840


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

Summary of Business and Significant Accounting Policies - Intangible assets, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Costs Capitalized	$ 6.7	$ 1.8
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Intangible assets weighted average amortization periods	4 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets weighted average amortization periods	4 years
Domain name
Finite-Lived Intangible Assets [Line Items]
Intangible assets weighted average amortization periods	15 years

Debt Arrangements (Tables)

12 Months Ended

Jun. 30, 2023

Debt Arrangements

Schedule of Debt


	As of June 30,		As of June 30,
	2023		2022
Convertible promissory notes	$	—	$	89,663
Credit Agreement		50,639		—
Term loans		—		25,443
PPP Loan		—		2,000
Total debt		50,639		117,106
Less: debt, current		(50,639)		(115,106)
Total debt, noncurrent	$	—	$	2,000

Schedule of Maturities of Debt


	As of June 30,
	2023
2024	$	—
2025		—
2026		60,448
Total future payments on debt obligations	$	60,448

Subsequent Events

12 Months Ended

Jun. 30, 2023

Subsequent Events

Subsequent Events

16. Subsequent Events

Third Amendment to Credit Agreement

On October 10, 2023, the Company entered into a Third Amendment to Credit Agreement (the “Third Amendment”) with Metropolitan, the administrative, payment and collateral agent for Lenders, pursuant to which the parties amended certain covenants of the existing credit agreement, dated as of September 21, 2022 and as amended on March 31, 2023 and May 22, 2023 (the “Credit Agreement”), the Lenders agreed to waive existing events of default, advance an additional $3.0 million of Term Loans to the Company, and exchange an aggregate of approximately $6.0 million of accrued and previously capitalized interest for warrants to purchase 3,000,000 shares of Common Stock at a purchase price of $0.01 per share (the “Third Amendment Conversion Warrants”). The effectiveness of the Third Amendment is conditioned, in part, (1) upon evidence of a gross amount of additional equity investments of $3.0 million from Presto CA LLC (the “Purchaser”), a related party with greater than 10% investment in the Company and of which an officer is a Board member of the Company, to be used for working capital purposes, which was committed and executed under a Securities Purchase Agreement on October 10, 2023 and expected to close on or around October 16, 2023 (see below), and (2) the Company hiring a chief financial officer reasonably satisfactory to Metropolitan, which the Company and Metropolitan have agreed will be satisfied with the appointment of Mr. Nathan Cook, consultant, as Interim Chief Financial Officer following the filing of the Company’s annual report on Form 10-K, and (3) evidence that the Company has engaged the services of an investment bank reasonably acceptable to Metropolitan on terms reasonably acceptable to Metropolitan to provide capital markets advisory services in connection with upcoming capital raises.

Upon the effectiveness of the Third Amendment, the Company will obtain waivers of all previous financial covenant breaches. Further, the Third Amendment also eliminates all financial covenants with the exception of two which are a minimum cash collateral balance of $10.0 million and the “cash burn” covenant. The definition of this covenant was also revised to allow for the exclusion of certain expenses from the calculation, including severance and certain outside professional fee expenses. New agreed upon “cash burn” covenant levels were also agreed upon. Subject to certain excluded payments, the decrease in operating cash may not exceed an agreed amount for each rolling three-month period, subject to certain customary operating fluctuations and adjustments. The amount is set at $10.7 million for October 2023, $11.4 million for November 2023 and $10.3 million for December 2023, and declines after that date. Without an injection of further capital, the Company anticipates being unable to comply with the minimum unrestricted cash covenant in approximately mid-December 2023.

The Third Amendment also provides that, with respect to interest accruing for the interest periods ending September 30, 2023 through to January 31, 2024, the Company may elect that 100% of the accrued but unpaid interest under the Term Loans may be capitalized as principal, or “PIK Interest” on a monthly basis. After January 31, 2024, the Company request that 100% of the accrued but unpaid interest under the Term Loans may be capitalized as principal, or “PIK Interest” on a monthly basis, subject to the prior approval by Agent. Absent such a request or in the absence of approval by the Agent, such interest is required to be paid in cash on a monthly basis.

Third Amended and Restated Fee Letter

On October 10, 2023, Presto, in connection with the Third Amendment and in consideration for Metropolitan’s entering into the Third Amendment, entered into the Third Amended and Restated Fee Letter (the “Third Amendment Fee”) with Metropolitan, pursuant to which the Company paid an amendment fee equal to $100 thousand and granted warrants to purchase 25,000 shares of Common Stock, par value $0.0001 per share of the Company, with an exercise price of $0.01 per share (the “Third Amendment Fee Warrants”) and, together with the Third Amendment Conversion Warrants, the “Third Amendment Warrants”), to Metropolitan Entities.

Warrants to Purchase Common Stock

On October 10, 2023, in accordance with the terms of the Third Amendment and the Third Amendment Fee Letter, the Company executed the Third Amendment Warrants to Purchase Common Stock with each of the Metropolitan Entities. The Third Amendment Warrants were granted in connection with Metropolitan entering into the Third Amendment and the Third Amendment Fee Letter and contain similar terms as the First Amendment Warrants and Second Amendment Warrants. See Note 10.

Lock-Up Agreements

On October 10, 2023, in connection with the Third Amendment, certain holders of the Company’s Common Stock entered into lock-up agreements with the Company agreeing not to transfer their shares until December 23, 2024. These shareholders included Presto CA LLC, entities affiliated with REMUS Capital and Romulus Capital, entities affiliated with I2BF Global Ventures and various other shareholders.

Securities Purchase Agreement

On October 10, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Purchaser, pursuant to which the Company agreed to sell an aggregate of 1,500,000 newly issued shares of the Company’s common stock, $ 0.0001 par value per share (the “Common Stock”), at a purchase price of $2.00 per share (the “Private Placement”) for an aggregate purchase price of $3.0 million. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing is subject to customary closing conditions. In addition, the Purchase Agreement includes anti-dilution provisions relating to future issuances or deemed issuances of Common Stock from the closing date to April 1, 2024 at a price per share below $2.00 per share, which would require the Company to issue additional shares of Common Stock to the Purchaser, upon the terms and subject to the conditions contained in the Purchase Agreement. The Private Placement is expected to close on or around October 16, 2023.

Registration Rights Agreement

On October 10, 2023, in connection with the terms of the Third Amendment, the Company entered into the Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which Presto agreed to provide customary registration rights to the Purchaser with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement described above.

CEO Transition and Interim CFO Appointment

On July 30, 2023, Krishna Gupta tendered his resignation as interim Chief Executive Officer of the Company effective immediately. Mr. Gupta remains a director and Chairman of the Board.

On August 1, 2023, the Board appointed Xavier Casanova to serve as Chief Executive Officer. Mr. Casanova, 47, has served as Chief Operating Officer of the Company since March 2023. He previously served as Chief Product Officer of Presto since July 2022.

On August 1, 2023, the Board appointed Stanley Mbugua to serve as Interim Chief Financial Officer. Mr. Mbugua has served as Chief Accounting Officer of the Company since March 2023, a role in which he will remain while serving as Interim Chief Financial Officer.

The Company is in the process of finalizing the compensation and terms of separation of the Company with Mr. Gupta and determining potential changes to the compensation arrangements for Mr. Casanova and Mbugua.

Stockholders' Deficit -Conversion rights (Details) - Convertible Preferred Stock	12 Months Ended
	Jun. 30, 2023 USD ($)
Stockholders' Deficit.
Minimum Gross Proceeds	$ 75,000
Minimum
Stockholders' Deficit.
Stock Conversion Ratio	1

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 15, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions
Equity investment received		$ 9,846
RSU
Related Party Transactions
Share based compensation arrangement by share based payment, granted		5,795,240
Grant date fair value		$ 3.75
Investor
Related Party Transactions
Equity investment received	$ 1,000	$ 1,000
Shares issued	133,333	133,133
Director and current interim CEO \| RSU
Related Party Transactions
Share based compensation arrangement by share based payment, granted		1,200,000
Grant date fair value		$ 4.56
Director
Related Party Transactions
Due to related party		$ 0	$ 9,600
Cleveland Avenue, LLC
Related Party Transactions
Shares issued		1,500,000
Proceeds in exchange for newly issued common stock		$ 3,000
Percentage of interest held in entity		10.00%

CyborgOps Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 23, 2022	Jun. 30, 2023	Jun. 30, 2022
Summary of Business and Significant Accounting Policies
Goodwill		$ 1,156	$ 1,156
CyborgOps
Summary of Business and Significant Accounting Policies
Total Consideration that may be received	$ 6,800
Total shares of the Company's common stock in acquisition	601,764
Price per share	$ 8.75
Cash Consideration that may be received	$ 1,500
Cash Consideration that may be paid upon closing	100
Value of promissory note that may be received	$ 1,400
Interest rate of promissory note that may be received	5.00%
Monthly payment of promissory note that may be received	$ 50
Consideration transferred	2,200
Cash consideration paid upon closing	200
Deferred cash consideration	1,000
Stock consideration	$ 1,100
Shares to former stockholders	126,126
Stock based compensation shares	475,638
Stock based compensation vesting period	4 years
Deferred tax liability	$ 200
Goodwill	1,200
Acquisition related costs	200
Awards cancelled		256,891
CyborgOps \| Developed technology
Summary of Business and Significant Accounting Policies
Fair value of the assets acquired	$ 1,300