PRSTW / Presto Automation Inc. - Equity Warrant - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

प्रेस्टो ऑटोमेशन इंक. - इक्विटी वारंट
US ˙ OTCPK ˙ US74113T1135

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CIK 1822145
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Presto Automation Inc. - Equity Warrant
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
September 19, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39830 PRESTO AUTOMATION INC. (Exact name of registrant as specified in i

September 16, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 28, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

September 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration Nos.

September 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration Nos.

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

September 9, 2024 POS AM

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

September 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration Nos.

September 6, 2024 EX-99.25

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, September 6, 2024. Presto Automation, Inc. The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of Presto Automation, Inc., effective at the opening of the trading session on September 16, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer

August 12, 2024 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , by and between Presto Automation Inc., a Delaware corporation (the “Company”), and Remus Capital Series B II, L.P. (the “Buyer”). This Agreement is made pursuant to the Subordinated Convertible Note, dated as of the date hereof, between the Company and the Buyer (the “P

August 12, 2024 8-K

Other Events, Unregistered Sales of Equity Securities, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: August 9, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

August 12, 2024 FWP

PRESTO AUTOMATION INC.

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated August 12, 2024 Relating to Prospectus dated October 30, 2023 Registration Statement No.

August 12, 2024 EX-10.1

SUBORDINATED CONVERTIBLE NOTE

Exhibit 10.1 SUBORDINATED CONVERTIBLE NOTE THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE INDEFEASIBLE PAYMENT IN FULL AND SATISFACTION OF THE SENIOR INDEBTEDNESS OWED TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT AND LOAN DOCUMENTS (EACH AS DEFINED HEREIN). NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CE

August 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: August 6, 2024 Presto Automation Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: August 6, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

August 7, 2024 424B5

38,951,765 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated October 30, 2023 and Prospectus Supplement dated July 25, 2024) 38,951,765 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 38,951,765 shares of our common stock, par value $0.0001 pe

August 7, 2024 424B5

8,749,940 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT No. 3 (To Prospectus Dated October 30, 2023 and Prospectus Supplement dated May 28, 2024) 8,749,940 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 8,749,940 shares of our common stock, par value $0.0001 per s

July 29, 2024 FWP

PRESTO AUTOMATION INC.

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated July 26, 2024 Relating to Prospectus dated October 30, 2023 Registration Statement No.

July 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 24, 2024 Presto Automation Inc. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 24, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

July 25, 2024 424B5

Up to $25,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 30, 2023) Up to $25,000,000 of Common Stock We entered into a Common Stock Purchase Agreement with Triton Funds LP (“Triton”) on July 24, 2024 (the “CSPA”). Pursuant to the CSPA, we have the right, but not the obligation, to sell to Triton up to $25,000,000 of our shares of common stock,

July 25, 2024 EX-10.1

COMMON STOCK PURCHASE AGREEMENT

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT The PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2024, by and between PRESTO AUTOMATION INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the In

July 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 16, 2024 Presto Automation Inc. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: July 16, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

July 22, 2024 EX-10.2

FIRST AMENDMENT TO COOPERATION AGREEMENT

Exhibit 10.2 FIRST AMENDMENT TO COOPERATION AGREEMENT THIS FIRST AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made as of this 19th day of July, 2024 (the “Effective Date”) by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC), a Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware

July 22, 2024 EX-10.1

SUBORDINATED CONVERTIBLE NOTE

Exhibit 10.1 SUBORDINATED CONVERTIBLE NOTE THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE INDEFEASIBLE PAYMENT IN FULL AND SATISFACTION OF THE SENIOR INDEBTEDNESS OWED TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT AND LOAN DOCUMENTS (EACH AS DEFINED HEREIN). NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CE

July 22, 2024 EX-10.3

EXTENSION NO. 2 OF SENIOR SECURED PROMISSORY NOTE

Exhibit 10.3 EXTENSION NO. 2 OF SENIOR SECURED PROMISSORY NOTE This Extension No. 2 of Senior Secured Promissory Note (“Note Extension”) is made and entered into as of July 19, 2024, by and between PRESTO AUTOMATION INC., a Delaware corporation and PRESTO AUTOMATION LLC, a Delaware limited liability company (collectively, “Maker”) and PRESTO CA LLC, a Delaware limited liability company (“Lender”).

July 22, 2024 EX-10.4

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 19, 2024, by and between Presto Automation Inc., a Delaware corporation (the “Company”), and Remus Capital Series B II, L.P. (the “Buyer”). This Agreement is made pursuant to the Subordinated Convertible Note, dated as of the date hereof, between the Company and the

July 3, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission Fi

June 27, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

June 20, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A __________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

June 14, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A __________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

June 14, 2024 424B5

36,449,272 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT No. 2 (To Prospectus Dated October 30, 2023 and Prospectus Supplement dated May 28, 2024) 36,449,272 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 36,449,272 shares of our common stock, par value $0.0001 per

June 10, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A __________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

June 7, 2024 424B5

9,988,465 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 30, 2023 and Prospectus Supplement dated May 28, 2024) 9,988,465 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 9,988,465 shares of our common stock, par value $0.0001 per share,

June 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 6, 2024 Presto Automation Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: June 6, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

May 28, 2024 424B5

Up to $5,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275112 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 30, 2023) Up to $5,000,000 of Common Stock We entered into a Common Stock Purchase Agreement with Triton Funds LP (“Triton”) on May 28, 2024 (the “CSPA”). Pursuant to the CSPA, we have the right, but not the obligation, to sell to Triton up to $5,000,000 of our shares of common stock, pa

May 28, 2024 EX-10.1

COMMON STOCK PURCHASE AGREEMENT

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT The PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2024, by and between PRESTO AUTOMATION INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Inv

May 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 28, 2024 Presto Automation Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 28, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

May 22, 2024 424B5

10,892,851 Shares in this Offering 63,263,575 Shares Potentially Issuable in the Future Pursuant to Anti-Dilution Rights Granted in this Offering Presto Automation Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-275112 PROSPECTUS SUPPLEMENT (to Prospectus dated October 30, 2023) 10,892,851 Shares in this Offering 63,263,575 Shares Potentially Issuable in the Future Pursuant to Anti-Dilution Rights Granted in this Offering Presto Automation Inc. Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offeri

May 22, 2024 EX-10.3

PRESTO AUTOMATION INC. Warrant To Purchase Common Stock

Exhibit 10.3 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.9

PRESTO AUTOMATION INC. Amended and Restated Warrant To purchase Common Stock

Exhibit 10.9 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 20, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

May 22, 2024 EX-10.4

PRESTO AUTOMATION INC. Warrant To Purchase Common Stock

Exhibit 10.4 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.8

PRESTO AUTOMATION INC. Amended and Restated Warrant To Purchase Common Stock

Exhibit 10.8 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions s

May 22, 2024 EX-10.5

PRESTO AUTOMATION INC. Warrant To Purchase Common Stock

Exhibit 10.5 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.6

PRESTO AUTOMATION INC. Amended And Restated Warrant To Purchase Common Stock

Exhibit 10.6 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.2

PRESTO AUTOMATION INC. Warrant To Purchase Common Stock

Exhibit 10.2 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 22, 2024 EX-10.7

PRESTO AUTOMATION INC. Amended and Restated Warrant To purchase Common Stock

Exhibit 10.7 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

May 21, 2024 EX-99.1

Presto Automation Announces Fiscal Third Quarter 2024 Financial Results Successful Pilots of Presto Voice™ with Pure AI and Spanish Language Capabilities Focuses on Voice AI Solution for Drive-Thrus By Exiting Touch Pay-at-Table Solution

Exhibit 99.1 Presto Automation Announces Fiscal Third Quarter 2024 Financial Results Successful Pilots of Presto Voice™ with Pure AI and Spanish Language Capabilities Focuses on Voice AI Solution for Drive-Thrus By Exiting Touch Pay-at-Table Solution SAN CARLOS, Calif., May 21, 2024 (GLOBE NEWSWIRE) - Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru AI and automation technology

May 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 21, 2024 Presto Automation Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 21, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

May 21, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact name o

May 16, 2024 EX-10.2

Cooperation Agreement, dated as of May 16, 2024, by and between Metropolitan Partners Group Administration, LLC, Presto CA LLC, Presto Automation Inc., and Presto Automation LLC.

Exhibit 10.2 Execution Version COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (this “Agreement”) is made as of this 16th day of May, 2024 (the “Effective Date”) by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC), a Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware corporation (the “Pa

May 16, 2024 EX-10.1

Subordinated Convertible Note, dated as of May 16, 2024

  Exhibit 10.1   SUBORDINATED CONVERTIBLE NOTE   THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE INDEFEASIBLE PAYMENT IN FULL AND SATISFACTION OF THE SENIOR INDEBTEDNESS OWED TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT AND LOAN DOCUMENTS (EACH AS DEFINED HEREIN).   NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY

May 16, 2024 NT 10-Q

Presto Automation Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING Form N-CEN ¨ Form N-CSR (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repo

May 16, 2024 424B5

SUBJECT TO COMPLETION, DATED MAY 16, 2024

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

May 16, 2024 EX-10.3

Amendment to Senior Secured Promissory Note, dated as of May 16, 2024, by and between Presto Automation LLC, Presto Automation Inc., and Presto CA, LLC

Exhibit 10.3 EXTENSION OF SENIOR SECURED PROMISSORY NOTE This Extension of Senior Secured Promissory Note (“Note Extension”) is made and entered into as of May 16, 2024, by and between PRESTO AUTOMATION INC., a Delaware corporation and PRESTO AUTOMATION LLC, a Delaware limited liability company (collectively, “Maker”) and PRESTO CA LLC, a Delaware limited liability company (“Lender”). RECITALS WHE

May 16, 2024 EX-10.4

Registration Rights Agreement, dated as of May 16, 2024

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2024, by and between Presto Automation Inc., a Delaware corporation (the “Company”), and Remus Capital Series B II, L.P. (the “Buyer”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the B

May 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 16, 2024 Presto Automation Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: May 16, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

April 15, 2024 424B3

Presto Automation Inc. Secondary Offering of 103,757,492 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-278514 PROSPECTUS Presto Automation Inc. Secondary Offering of 103,757,492 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) of up to 103,757,492 shares of comm

April 11, 2024 CORRESP

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070 April 11, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn:       Jeff Kauten Re:          Presto Automation Inc. Registration Statement on Form S-3 File No. 333-278514 Dear Mr. Kauten: Pursuant to Rule 461 of the rules and regula

April 10, 2024 S-3/A

As filed with the Securities and Exchange Commission on April 10, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 10, 2024 Registration No.

April 5, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Presto Automation Inc.

April 5, 2024 S-3

As filed with the Securities and Exchange Commission on April 4, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

April 4, 2024 SC 13G

PRST / Presto Automation Inc. / Brown Stone Capital Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Presto Automation Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74113T105 (CUSIP Number) February 29, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

April 4, 2024 EX-99.1

Joint Filing Agreement.

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, $0.0001 par value per share (the “Common Stock”) of Presto Automation Inc., a Delaware corporation, dated as of April 4, 2024, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each o

March 27, 2024 SC 13G

PRST / Presto Automation Inc. / Abri Advisors Ltd. - SC 13G Passive Investment

SC 13G 1 prstsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Presto Automation Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74113T105 (CUSIP Number) February 29, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate th

March 27, 2024 EX-99.1

Joint Filing Agreement.

EX-99.1 2 prstex991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, $0.0001 par value per share (the “Common Stock”) of Presto Automation Inc., a Delaware corporation, dated as of March 27, 2024, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the

March 21, 2024 EX-10.12

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP (originally issued October 16, 2023) (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.12 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.11

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP (originally issued October 16, 2023) (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.11 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.13

Amended and Restated Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and CEOF Holdings, LP (originally issued October 16, 2023) (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.13 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.1

Senior Secured Promissory Note, dated as of March 21, 2024, by and between Presto Automation, LLC, Presto Automation Inc. and Presto CA, LLC.

Exhibit 10.1 SENIOR SECURED PROMISSORY NOTE U.S. $4,000,000.00 March 21, 2024 FOR VALUE RECEIVED, the undersigned, PRESTO AUTOMATION INC., a Delaware corporation and PRESTO AUTOMATION LLC, a Delaware limited liability company (collectively, “Maker”), promises to pay to the order of PRESTO CA LLC, a Delaware limited liability company (“Lender”), the principal sum of up to Four Million Dollars ($4,0

March 21, 2024 EX-10.3

Subordination Agreement, dated as of March 21, 2024, by and between Metropolitan Partners Group Administration, LLC, Presto CA LLC, Presto Automation Inc., and Presto Automation LLC.

Exhibit 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 21, 2024, between Metropolitan Partners Group Administration, LLC, in its capacity as agent (in such capacity, the “Subordinated Agent”) for the Lenders (as defined in the Subordinated Debt Documents, and referr

March 21, 2024 EX-10.10

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP (originally issued October 16, 2023) (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.10 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 21, 2024 Presto Automation Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 21, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

March 21, 2024 EX-10.5

Seventh Amendment to Credit Agreement, dated as of March 21, 2024, by and among Presto Automation LLC, Presto Automation Inc., the lenders party thereto and Metropolitan Partners Group Administration, LLC.

Exhibit 10.5 SEVENTH AMENDMENT TO CREDIT AGREEMENT Seventh Amendment to Credit Agreement and Acknowledgement (this “Amendment”) dated as of March 21, 2024, is by and among PRESTO AUTOMATION LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Presto”), each other Person party hereto as a “Borrower” from time to time (each such Person, together with Pr

March 21, 2024 EX-10.8

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP (originally issued on January 30, 2024) (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.8 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.14

Waiver and Extension of Registration Rights, dated as of March 21, 2024, by and among Presto Automation Inc., Presto CA LLC, CEOF Holdings LP and certain entities affiliated with Metropolitan Partners Group Administration, LLC (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.14 Waiver and Extension of registration rights This Waiver and Extension of Registration Rights (this “Agreement”) dated as of March 21, 2024, is by and among Presto Automation Inc., a Delaware corporation (“Presto”), Presto CA LLC, a Delaware limited liability company (“CA”), CEOF Holdings LP, a Delaware limited partnership (“CEOF”), and certain entities affiliated with Metropolitan Pa

March 21, 2024 EX-10.9

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and CEOF Holdings, LP (originally issued on January 30, 2024) (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.9 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.7

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP (originally issued on January 30, 2024) (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.7 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 21, 2024 EX-10.2

Security Agreement, dated as of March 21, 2024, by and between Presto Automation, LLC, Presto Automation Inc. and Presto CA, LLC.

  Exhibit 10.2   EXECUTION VERSION   SECURITY AGREEMENT   This SECURITY AGREEMENT (this “Agreement”), dated as of March 21, 2024, is made by and between PRESTO AUTOMATION INC., a Delaware corporation and Presto Automation LLC, a Delaware limited liability company (together, the, “Borrower”), and PRESTO CA LLC, a Delaware limited liability company (“Lender”).   RECITALS   A.            Reference is

March 21, 2024 EX-10.4

Amendment No. 2 to Securities Purchase Agreement, dated as March 21, 2024, by and between Presto Automation Inc. and Presto CA, LLC.

Exhibit 10.4 Amendment No. 2 to securities Purchase Agreement This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated as of March 21, 2024, is by and between Presto Automation Inc., a Delaware corporation (“Presto”), and Presto CA LLC, a Delaware limited liability company (“CA”), and amends that certain Securities Purchase Agreement, dated as of October 10, 2023, as amended

March 21, 2024 EX-10.6

Amended and Restated Warrant to Purchase Common Stock, dated March 21, 2024, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP (originally issued on January 30, 2024) (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on March 21, 2024).

Exhibit 10.6 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

March 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 14, 2024 Presto Automation Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 14, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

March 18, 2024 EX-10.1

Form Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2024, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

March 15, 2024 424B5

4,800,000 Shares Presto Automation Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-275112 PROSPECTUS SUPPLEMENT (to Prospectus dated October 30, 2023) 4,800,000 Shares Presto Automation Inc. Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers, 4,800,000 shares of our common stock, par value $0.0001 per share (“com

March 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: March 6, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

March 4, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

March 4, 2024 EX-10.3

Forbearance Agreement and Sixth Amendment to Credit Agreement, dated as of March 1, 2024, by and among Presto Automation LLC, Presto Automation Inc., the lenders party thereto and Metropolitan Partners Group Administration, LLC

Exhibit 10.3 FORBEARANCE AND SIXTH AMENDMENT TO CREDIT AGREEMENT THIS FORBEARANCE AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of March 1, 2024 (the “Effective Date”) by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) as Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a

March 4, 2024 EX-10.2

Form of Subordinated Convertible Note, dated as of March 1, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 4, 2024).

Exhibit 10.2 SUBORDINATED CONVERTIBLE NOTE THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE INDEFEASIBLE PAYMENT IN FULL AND SATISFACTION OF THE SENIOR INDEBTEDNESS OWED TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT AND LOAN DOCUMENTS (EACH AS DEFINED HEREIN). NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CE

March 4, 2024 EX-10.4

Form of Registration Rights Agreement, dated as of March 1, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 4, 2024).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 1, 2024, by and between Presto Automation Inc., a Delaware corporation (the “Company”), and Remus Capital Series B II, L.P. (the “Buyer”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the

March 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 29, 2024 Presto Automation Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: February 29, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (I

March 1, 2024 424B5

8,533,000 Shares Presto Automation Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-275112 PROSPECTUS SUPPLEMENT (to Prospectus dated October 30, 2023) 8,533,000 Shares Presto Automation Inc. Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers, 8,533,000 shares of our common stock, par value $0.0001 per share (“com

February 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 Presto Automati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

February 29, 2024 EX-99.1

Presto Automation Announces Pricing of $2.1M Registered Direct Offering

Exhibit 99.1 Presto Automation Announces Pricing of $2.1M Registered Direct Offering Feb 29, 2024 San Carlos, California, Feb. 29, 2024 (GLOBE NEWSWIRE) – Presto Automation Inc. (“Presto” or the “Company”) (NASDAQ: PRST), one of the largest AI and automation technology providers to the restaurant industry,, announced today that it has entered into a securities purchase agreement with institutional

February 29, 2024 EX-3.1

Amendment to Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1 PRESTO AUTOMATION INC. Amendment to the Second Amended and Restated Certificate of Incorporation Presto Automation Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.       This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second

February 21, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact nam

February 21, 2024 S-8

As filed with the Securities and Exchange Commission on February 20, 2024

As filed with the Securities and Exchange Commission on February 20, 2024 Registration No.

February 21, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Presto Automation Inc.

February 21, 2024 EX-10.23

Engagement Letter, dated February 20, 2024, between Presto Automation Inc. and Teneo Capital LLC.

Exhibit 10.23 280 Park Avenue, 4th floor New York City, NY 10017 Office: +1 (212) 886 1600 teneo.com PRESTO AUTOMATION INC. Krishna Gupta & Board of Directors 985 Industrial Road San Carlos, CA 94070 [email protected] et al VIA EMAIL TO PRESTO BOARD OF DIRECTORS February 19, 2024 RE: INTERIM CHIEF EXECUTIVE OFFICER SERVICES RELATING TO PRESTO AUTOMATION INC. Dear Sirs/Mesdames: Teneo Capital LLC,

February 20, 2024 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissi

February 15, 2024 NT 10-Q

Presto Automation Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING Form N-CEN ¨ Form N-CSR (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition R

February 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

February 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

February 2, 2024 EX-10.10

Amended and Restated Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 10.10 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

February 2, 2024 EX-10.6

Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 10.6 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

February 2, 2024 EX-10.11

Amended and Restated Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 10.11 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

February 2, 2024 EX-10.9

Amended and Restated Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 10.9 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

February 2, 2024 EX-10.4

Fifth Amendment to Credit Agreement, dated as of January 31, 2024, by and among Presto Automation LLC, Presto Automation Inc., the lenders party thereto and Metropolitan Partners Group Administration, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 2, 2024).

Exhibit 10.4 Execution Version Fifth AMENDMENT TO CREDIT AGREEMENT and acknowledgment Fifth Amendment to Credit Agreement and Acknowledgement (this “Amendment”) dated as of January 31, 2024, is by and among PRESTO AUTOMATION LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Presto”), each other Person party hereto as a “Borrower” from time to time

February 2, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 2, 2024 EX-10.2

Form of Subordinated Convertible Note, dated as of January 30, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2024).

Exhibit 10.2 Execution Version FORM OF SUBORDINATED CONVERTIBLE NOTE THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE INDEFEASIBLE PAYMENT IN FULL AND SATISFACTION OF THE SENIOR INDEBTEDNESS OWED TO THE LENDERS AND THE ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT AND LOAN DOCUMENTS (EACH AS DEFINED HEREIN). NEITHER THE ISSUANCE AND SALE OF THE SECURIT

February 2, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

February 2, 2024 EX-10.8

Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and CEOF Holdings, LP.

Exhibit 10.8 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

February 2, 2024 EX-10.5

Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 10.5 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

February 2, 2024 EX-10.3

Form of Registration Rights Agreement, dated as of January 30, 2024, by and between Presto Automation Inc. and the holders thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2024).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2024, by and between Presto Automation Inc., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”). This Agreement is made pursuant to the Securities Purchase Ag

February 2, 2024 EX-10.1

Form of Securities Purchase Agreement, dated as of January 30, 2024, by and between Presto Automation Inc. and the buyers thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2024).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT  This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2024, is by and among Presto Automation Inc., a Delaware corporation with offices located at 985 Industrial Road, San Carlos, California 94070 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer”

February 2, 2024 EX-10.7

Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 10.7 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

February 2, 2024 EX-10.12

Amended and Restated Warrant to Purchase Common Stock, dated January 30, 2024, by and between Presto Automation Inc. and CEOF Holdings, LP

Exhibit 10.12 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

February 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2024 Presto Automatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2024 Presto Automatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2024 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

January 22, 2024 EX-10.1

Forbearance Agreement and Fourth Amendment to Credit Agreement dated January 18, 2024, by and among Metropolitan Partners Group Administration, LLC, the Company and the other parties thereto

Exhibit 10.1 EXECUTION VERSION FORBEARANCE AND FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FORBEARANCE AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of this 22nd day of January, 2024 (the “Effective Date”) by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) as Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k

January 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 Presto Automati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

December 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 Presto Automati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

December 20, 2023 SC 13D/A

PRST / Presto Automation Inc. / Cleveland Avenue Food & Beverage Fund II, LP - SC 13D/A Activist Investment

SC 13D/A 1 tm2333398d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 Presto Automation Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (

December 14, 2023 EX-99.2

Presto’s VoiceTM AI Solution Projected to Capitalize on Strong Momentum as Company Releases 2024 Projected Annualized Run Rate

Exhibit 99.2 Presto’s VoiceTM AI Solution Projected to Capitalize on Strong Momentum as Company Releases 2024 Projected Annualized Run Rate Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru automation technology providers in the hospitality industry, today provided additional information to investors about its projected financial results for calendar year 2024. As a result of th

December 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Presto Automati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

December 14, 2023 EX-99.1

1 i n v es t o r .p r es t o . c o m N e xt Ge n e r ation En t e r p r ise G r a de AI a n d A u t omation Solutions f or th e Restau r ant In dust r y 2 SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS This presentation, and information provided

Exhibit 99.1 1 i n v es t o r .p r es t o . c o m N e xt Ge n e r ation En t e r p r ise G r a de AI a n d A u t omation Solutions f or th e Restau r ant In dust r y 2 SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS This presentation, and information provided during any discussion accompanying this presentation, contain forward - looking statements within the meaning of the Private Securities

December 12, 2023 EX-10.1

Amended and Restated Presto Automation Inc. 2022 Incentive Award Plan.

Exhibit 10.1 PRESTO TECHNOLOGIES, INC. 2022 AMENDED AND RESTATED INCENTIVE AWARD PLAN 1.Establishment of the Plan; Effective Date; Duration. (a)Establishment of the Plan; Effective Date. The 2022 Incentive Award Plan, as amended and restated from time to time (the “Plan”) permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restrict

December 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

December 5, 2023 EX-99.1

Presto Names Kat Hoffman-Flynt Chief Operating Officer

Exhibit 99.1 Presto Names Kat Hoffman-Flynt Chief Operating Officer SAN CARLOS, Calif., Dec. 01, 2023 (GLOBE NEWSWIRE) - Presto Automation (NASDAQ: PRST), an enterprise-grade AI and automation solutions provider to some of the nation’s largest restaurant brands, today appointed Kat Hoffman-Flynt as Chief Operating Officer, effective immediately. Ms. Hoffman-Flynt brings more than 20 years of exper

December 5, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

December 1, 2023 SC 13D/A

PRST / Presto Automation Inc / Cleveland Avenue Food & Beverage Fund II, LP - SC 13D/A Activist Investment

SC 13D/A 1 tm2331876d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 Presto Automation Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (

November 21, 2023 8-K

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 16, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (I

November 21, 2023 EX-10.6

Amended & Restated Warrant to Purchase Common Stock by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 10.6 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

November 21, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 21, 2023 EX-10.5

Stockholders Agreement, dated as of November 16, 2023, among the Company and the other parties thereto

Exhibit 10.5 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of November 15, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholder (as defined herein) and (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholder, collectively, the “Principal Stockholders” and eac

November 21, 2023 EX-10.8

Amended & Restated Warrant to Purchase Common Stock by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 10.8 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

November 21, 2023 EX-10.1

Form of Common Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 21, 2023).

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of November 16, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the undersigned purchaser (including the purchaser’s successors and assigns, the “Purchaser”). Recitals Subject to the terms and conditions set forth in this Agreement and pursuant to an ef

November 21, 2023 EX-10.3

Amendment No. 1 to Governance Agreement, dated as of November 16, 2023, among the Company and the other parties thereto

Exhibit 10.3 AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT THIS AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT, dated as of November 14, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Rajat Suri (“Former Chief Executive Officer”) and (iv) Presto CA LLC, a Delaware limited liability company (“CA,” and

November 21, 2023 EX-10.2

Placement Agency Agreement, dated as of November 17, 2023, among the Company and the Placement Agents

Exhibit 10.2 PRESTO AUTOMATION INC. Placement Agency Agreement November 17, 2023 Northland Securities, Inc. As Representative of the several Placement Agents listed in Schedule 1 hereto c/o Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Presto Automation Inc., a Delaware corpor

November 21, 2023 424B5

7,750,000 Shares Presto Automation Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-275112 PROSPECTUS SUPPLEMENT (to Prospectus dated October 30, 2023) 7,750,000 Shares Presto Automation Inc. Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers, 4,000,000 shares of our common stock, par value $0.0001 per share (“com

November 21, 2023 EX-10.4

Amended & Restated Governance Agreement, dated as of November 16, 2023, among the Company and the other parties thereto

Exhibit 10.4 AMENDED AND RESTATED GOVERNANCE AGREEMENT THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of November 16, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders, collectively,

November 21, 2023 EX-10.7

Amended & Restated Warrant to Purchase Common Stock by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 10.7 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

November 21, 2023 EX-10.9

Amended & Restated Warrant to Purchase Common Stock by and between Presto Automation Inc. and CEOF Holdings, LP.

Exhibit 10.9 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

November 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 20, 2023 Presto Automation Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 20, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (I

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact na

November 20, 2023 EX-99.1

Presto Automation Announces Fiscal First Quarter 2024 Financial Results First Quarter Revenue in Line with Guidance Presto Voice Continues Momentum and is Now Live at Over 400 Locations Additional Capital Raised from Common Stock Issuance to an Affil

Exhibit 99.1 Presto Automation Announces Fiscal First Quarter 2024 Financial Results First Quarter Revenue in Line with Guidance Presto Voice Continues Momentum and is Now Live at Over 400 Locations Additional Capital Raised from Common Stock Issuance to an Affiliated Long-Term Investor SAN CARLOS, CA - November 20, 2023 - Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru AI and

November 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 17, 2023 Presto Automation Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: November 17, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File Number) (I

November 17, 2023 424B5

SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2023

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-275112 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any jurisdicti

November 17, 2023 EX-99.1

Presto Raises Capital from Remus Investor Group, Announces Addition of Two Board Members, and Significant Cost Reduction

Exhibit 99.1 Presto Raises Capital from Remus Investor Group, Announces Addition of Two Board Members, and Significant Cost Reductions SAN CARLOS, Calif., Nov. 17, 2023 (GLOBE NEWSWIRE) - Presto Automation Inc. (NASDAQ: PRST), one of the largest AI and automation technology providers to the restaurant industry, today announced it had entered into agreements with a Remus Capital-affiliated syndicat

November 15, 2023 NT 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING Form N-CEN ☐ Form N-CSR (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

November 3, 2023 424B3

Presto Automation Inc. Primary Offering of 16,823,660 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants Secondary Offering of 52,709,824 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock Offered by the S

Prospectus Supplement No. 1 (to Prospectus dated October 30, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275112 Presto Automation Inc. Primary Offering of 16,823,660 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants Secondary Offering of 52,709,824 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock Offered by the Selling Securityholders

October 31, 2023 424B3

Presto Automation Inc. Primary Offering of 16,823,660 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants Secondary Offering of 52,709,824 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock Offered by the S

424B3 1 ea187465-424b3prestoauto.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275112 PROSPECTUS SUPPLEMENT (to Prospectus Dated October 30, 2023) Presto Automation Inc. Primary Offering of 16,823,660 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants Secondary Offering of 52,709,824 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common St

October 27, 2023 SC 13D

PRST / Presto Automation Inc / Cleveland Avenue Food & Beverage Fund II, LP - SC 13D Activist Investment

SC 13D 1 tm2329273d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 Presto Automation Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securit

October 27, 2023 CORRESP

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070 October 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Austin Pattan Re: Presto Automation Inc. Registration Statement on Form S-3 Filed October 20, 2023 File No. 333-275122 Dear Mr. Pattan: Pursuant to Rule 461 of the rule

October 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

October 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

October 20, 2023 EX-99.1

Presto Names Justin Foster Chief Revenue Officer Departure of Dan Mosher, President

Exhibit 99.1 Presto Names Justin Foster Chief Revenue Officer Departure of Dan Mosher, President SAN CARLOS, Calif., Oct. 20, 2023 (GLOBE NEWSWIRE) – Presto Automation Inc. (Nasdaq: PRST), an enterprise-grade AI and automation solutions provider to some of the nation’s largest restaurant brands, today promoted Justin Foster to Chief Revenue Officer, effective immediately. Mr. Foster brings 15 year

October 20, 2023 S-3

As filed with the Securities and Exchange Commission on October 20, 2023

As filed with the Securities and Exchange Commission on October 20, 2023 Registration No.

October 20, 2023 EX-4.34

Warrant to Purchase Common Stock (Conversion Warrant), dated October 17, 2023, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 4.34 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

October 20, 2023 EX-4.32

Warrant to Purchase Common Stock (Conversion Warrant), dated October 17, 2023, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 4.32 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

October 20, 2023 EX-4.33

Warrant to Purchase Common Stock (Conversion Warrant), dated October 17, 2023, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 4.33 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

October 20, 2023 EX-4.2

Form of Indenture Relating to the Company’s Debt Securities.

Exhibit 4.2 INDENTURE PRESTO AUTOMATION INC. and [] Trustee Dated as of , 20 TABLE OF CONTENTS Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 ‌ Section 1.1 Definitions 1 ‌ Section 1.2 Other Definitions 3 ‌ Section 1.3 Incorporation by Reference of Trust Indenture Act 3 ‌ Section 1.4 Rules of Construction 4 ‌ Article II. THE SECURITIES 4 ‌ Section 2.1 Issuable in Series 4 ‌ Section 2.2 Est

October 20, 2023 EX-4.35

Warrant to Purchase Common Stock (Conversion Warrant), dated October 17, 2023 by and between Presto Automation Inc. and CEOF Holdings, LP.

Exhibit 4.35 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED, HYPOTHECATED

October 20, 2023 EX-4.36

Registration Rights Agreement, dated as of October 17, 2023, by and among Presto Automation Inc. and certain persons listed therein (incorporated by reference to Exhibit 4.36 to the Registration Statement on Form S-3 filed on October 20, 2023).

Exhibit 4.36 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 10, 2023, between the Company and the

October 20, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

October 20, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Presto Automation Inc.

October 20, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Presto Automation Inc.

October 20, 2023 S-8

As filed with the Securities and Exchange Commission on October 20, 2023

As filed with the Securities and Exchange Commission on October 20, 2023 Registration No.

October 12, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact name of registrant a

October 11, 2023 EX-10.1

Securities Purchase Agreement, dated as of October 10, 2023, between Presto Automation Inc. and Presto CA LLC.

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this A

October 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

October 11, 2023 EX-99.2

Presto Automation Inc. Earnings Call Script October 10, 2023

Exhibit 99.2 Presto Automation Inc. Earnings Call Script October 10, 2023 Operator Greetings, and welcome to the Presto Fiscal Fourth Quarter and Full Year 2023 Earnings Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Adam Rogers, Vice President of Investor Relations, you may begin. Adam Rogers Good afternoon, everyone. I would like to welcome

October 11, 2023 EX-10.33

Offer of Employment, Xavier Casanova, dated April 25, 2023

DocuSign Envelope ID: 0FDC59F8-A0F4-48D1-8FF1-3690B2C863D3 Exhibit 10.33 Presto Automation Inc. 985 Industrial Road San Carlos, CA 94720 April 25, 2023 Xavier Casanova 13036 Houston Court Saratoga, CA 95070 Re: Offer of Employment Dear Xavier, We are delighted that you have been promoted to Chief Operating Officer of Presto Automation Inc., a Delaware corporation, including any subsidiaries or aff

October 11, 2023 EX-10.2

Third Amendment to Credit Agreement, dated as of October 10, 2023, by and among Presto Automation LLC, Presto Automation Inc., the lenders party thereto and Metropolitan Partners Group Administration, LLC.

Exhibit 10.2 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT Third Amendment to Credit Agreement (this “Amendment”) dated as of October 10, 2023, is by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Presto”), each other Person party hereto as a “Borrower” from time to time (each such Person, together with Presto

October 11, 2023 EX-10.10

Warrant to Purchase Common Stock, dated October 10, 2023, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 10.10 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

October 11, 2023 EX-10.5

Form of Warrant to Purchase Common Stock (Conversion Warrant) by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 10.5 Final Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED,

October 11, 2023 EX-10.11

Warrant to Purchase Common Stock, dated October 10, 2023, by and between Presto Automation Inc. and CEOF Holdings, LP.

Exhibit 10.11 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

October 11, 2023 424B3

PRESTO AUTOMATION INC. 400,000 Shares of Common Stock by the Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-271551 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 12, 2023) PRESTO AUTOMATION INC. 400,000 Shares of Common Stock by the Selling Securityholders This prospectus supplement updates and supplements the prospectus dated May 12, 2023 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of our

October 11, 2023 424B3

PRESTO AUTOMATION INC. 7,260,500 Shares of Common Stock by the Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-272913 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated July 6, 2023) PRESTO AUTOMATION INC. 7,260,500 Shares of Common Stock by the Selling Securityholders This prospectus supplement updates and supplements the prospectus dated July 6, 2023 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of o

October 11, 2023 EX-99.1

PRESTO AUTOMATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and par value)

Exhibit 99.1 Presto Announces FY2023 Financial Results, Increased Ownership Commitment from a Major Existing Shareholder, Extended Shareholder Lock-ups, and a new Interim CFO October 10, 2023 SAN CARLOS, Calif.–(GLOBAL NEWSWIRE)–[October 10, 2023]– Presto Automation Inc. (Nasdaq: PRST), an enterprise-grade AI and automation solutions provider to some of the nation’s largest restaurant brands, toda

October 11, 2023 EX-10.8

Warrant to Purchase Common Stock, dated October 10, 2023, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 10.8 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

October 11, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact name of registrant as

October 11, 2023 EX-10.7

Form of Warrant to Purchase Common Stock (Conversion Warrant) by and between Presto Automation Inc. and CEOF Holdings, LP.

Exhibit 10.7 Final Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED,

October 11, 2023 EX-10.32

Offer of Employment, Daniel Mosher, dated May 12, 2023

DocuSign Envelope ID: 304EC02B-0C91-481A-AEFC-91F0670172E4 Exhibit 10.32 Presto Automation Inc. 985 Industrial Road San Carlos, CA 94720 May 12, 2023 Daniel Mosher 138 Cypress Ave. Kentfield, CA 94904 Re:Offer of Employment Dear Dan, We are delighted that you have been promoted to President of Presto Automation, Inc., a Delaware corporation, including any subsidiaries or affiliates (the “Company”)

October 11, 2023 EX-10.6

Form of Warrant to Purchase Common Stock (Conversion Warrant) by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP.

Exhibit 10.6 Final Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED,

October 11, 2023 EX-10.4

Form of Warrant to Purchase Common Stock (Conversion Warrant) by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP.

Exhibit 10.4 Final Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLEDGED,

October 11, 2023 EX-10.3

Third Amended and Restated Fee Letter, dated October 10, 2023 by and Presto Automation LLC, Presto Automation Inc. and Metropolitan Partners Group Administration LLC.

Exhibit 10.3 Execution Version Presto Automation LLC 816 Hamilton St. Redwood City, CA 94063 THIRD AMENDED AND RESTATED FEE LETTER October 10, 2023 Metropolitan Partners Group Administration, LLC 850 Third Avenue, 18th Floor New York, NY 10022 Attention: Paul Lisiak Re: Credit Agreement Ladies and Gentlemen: Reference is hereby made to, and this fee letter (as amended, restated, supplemented or ot

October 11, 2023 424B3

PRESTO AUTOMATION INC. Primary Offering of 16,250,000 Shares of Common Stock Secondary Offering of 48,149,324 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267979 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated January 9, 2023) PRESTO AUTOMATION INC. Primary Offering of 16,250,000 Shares of Common Stock Secondary Offering of 48,149,324 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock This prospectus supplement updates and supplements the prospectus dated January 9, 202

October 11, 2023 EX-10.12

Engagement Letter, dated as of October 6, 2023, between Presto Automation Inc. and Teneo Capital LLC.

Exhibit 10.12 280 Park Avenue, 4th floor New York City, NY 10017 Office: +1 (212) 886 1600 teneo.com Xavier Casanova Chief Executive Officer Presto Automation Inc. 985 Industrial Road, Suite 205 San Carlos, CA 94070 VIA EMAIL October 6, 2023 Dear Mr. Casanova: RE: INTERIM CHIEF FINANCIAL OFFICER RELATING TO PRESTO AUTOMATION INC. Teneo Capital LLC, a Delaware limited liability company (“Teneo” or

October 11, 2023 EX-4.1

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, par value $0.0001 per share (the “Common Stock”), of Presto Automation Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This descript

October 11, 2023 EX-21.1

List of Subsidiaries*

Exhibit 21.1 Name of Subsidiary State or Country of Organization E La Carte, LLC Delaware Presto Technology, Inc. Canada

October 11, 2023 EX-10.9

Warrant to Purchase Common Stock, dated October 10, 2023, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP.

Exhibit 10.9 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

September 29, 2023 NT 10-K

Presto Automation Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

August 31, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

August 2, 2023 EX-99.1

Presto Names Xavier Casanova as New CEO

Exhibit 99.1 Presto Names Xavier Casanova as New CEO SAN CARLOS, Calif., Aug. 01, 2023 (GLOBE NEWSWIRE) - Presto Automation Inc. (NASDAQ: PRST), the largest drive-thru automation technology provider in the hospitality industry, announced today that Xavier Casanova has been appointed as Chief Executive Officer, effective immediately. After leading the company as Interim CEO, Krishna Gupta will retu

August 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2023 Presto Automation I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission Fi

July 27, 2023 424B3

Prospectus Supplement No. 1 to Reoffer Prospectus Presto Automation Inc. An additional up to 549,287 Shares of Common Stock under the E La Carte, Inc. 2018 Equity Incentive Plan and the Presto Automation Inc. 2022 Incentive Award Plan

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268846 Prospectus Supplement No. 1 to Reoffer Prospectus of Presto Automation Inc. An additional up to 549,287 Shares of Common Stock under the E La Carte, Inc. 2018 Equity Incentive Plan and the Presto Automation Inc. 2022 Incentive Award Plan This Prospectus Supplement, dated July 27, 2023 (this “Supplement”), supplements the reoffer prospect

July 6, 2023 424B3

PRESTO AUTOMATION INC. 7,260,500 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 272913 PROSPECTUS PRESTO AUTOMATION INC. 7,260,500 Shares of Common Stock by the Selling Securityholders This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (together with their respective donees, transferees or other successors in interest, referred to as the Selling Securityholders)

July 3, 2023 CORRESP

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070 July 3, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Derby Re: Presto Automation Inc. Registration Statement on Form S-1 Filed June 23, 2023 File No. 333-272913 Dear Mr. Derby: Pursuant to Rule 461 of the rules and re

June 23, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Filing Fee Table Form S-1 (Form Type) PRESTO AUTOMATION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share (S

June 23, 2023 S-1

As filed with the Securities and Exchange Commission on June 23, 2023

As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

May 22, 2023 EX-10.1

Form of Securities Purchase Agreement, dated May 22, 2023, by an among Presto Automation Inc. and each purchaser listed in the signature page thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions s

May 22, 2023 EX-10.6

Warrant to Purchase Common Stock, dated May 22, 2023, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.6 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

May 22, 2023 EX-10.2

Form of Registration Rights Agreement, dated as of May 22, 2023, by and among Presto Automation Inc. and certain persons listed therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.2 EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Sec

May 22, 2023 EX-10.7

Warrant to Purchase Common Stock, dated May 22, 2023, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.7 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

May 22, 2023 EX-10.5

Warrant to Purchase Common Stock, dated May 22, 2023, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.5 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

May 22, 2023 EX-10.3

Second Amendment to Credit Agreement, dated as of May 22, 2023, by and among E la Carte, LLC (f/k/a Ventoux Merger Sub II LLC), Presto Automation Inc., the lenders party thereto and Metropolitan Partners Group Administration, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 22, 2023).

EX-10.3 4 ea179025ex10-3prestoauto.htm SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 22, 2023 BY AND AMONG E LA CARTE, LLC (F/K/A VENTOUX MERGER SUB II LLC), PRESTO AUTOMATION INC. AND METROPOLITAN PARTNERS GROUP ADMINISTRATION, LLC Exhibit 10.3 Execution Version Second AMENDMENT TO CREDIT AGREEMENT Second Amendment to Credit Agreement (this “Amendment”) dated as of May 22, 2023, is by and

May 22, 2023 EX-10.4

Amended and Restated Fee Letter, dated May 22, 2023, by and among E la Carte, LLC (f/k/a Ventoux Merger Sub II LLC), Presto Automation Inc. and Metropolitan Partners Group Administration LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.4 Execution Version E La Carte, LLC 816 Hamilton St. Redwood City, CA 94063 SECOND AMENDED AND RESTATED FEE LETTER May 22, 2023 Metropolitan Partners Group Administration, LLC 850 Third Avenue, 18th Floor New York, NY 10022 Attention: Paul Lisiak Re: Credit Agreement Ladies and Gentlemen: Reference is hereby made to, and this fee letter (as amended, restated, supplemented or otherwise m

May 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 Presto Automation In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission Fil

May 22, 2023 EX-99.1

Presto Unlocks Approximately $20M of Cash in PIPE Transaction

Exhibit 99.1 Presto Unlocks Approximately $20M of Cash in PIPE Transaction SAN CARLOS, CA - May 22, 2023 - Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru automation technology providers in the hospitality industry, today announced it had entered into commitments for an approximately $10 million common equity PIPE. In parallel, Presto has negotiated certain changes to its cred

May 22, 2023 EX-10.8

Warrant to Purchase Common Stock, dated May 22, 2023, by and between Presto Automation Inc. and CEOF Holdings, LP (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 22, 2023).

Exhibit 10.8 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

May 19, 2023 EX-10.10

Offer of Employment, Xavier Casanova, dated April 25, 2023

Exhibit 10.10 Presto Automation Inc. 985 Industrial Road San Carlos, CA 94720 April 25, 2023 Xavier Casanova 13036 Houston Court Saratoga, CA 95070 Re:Offer of Employment Dear Xavier, We are delighted that you have been promoted to Chief Operating Officer of Presto Automation Inc., a Delaware corporation, including any subsidiaries or affiliates (the “Company”), on the following terms and conditio

May 19, 2023 EX-10.9

Offer of Employment, Daniel Mosher, dated May 12, 2023

Exhibit 10.9 Presto Automation Inc. 985 Industrial Road San Carlos, CA 94720 May 12, 2023 Daniel Mosher 138 Cypress Ave. Kentfield, CA 94904 Re:Offer of Employment Dear Dan, We are delighted that you have been promoted to President of Presto Automation, Inc., a Delaware corporation, including any subsidiaries or affiliates (the “Company”), on the terms and conditions set forth in this agreement (t

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact name o

May 18, 2023 EX-99.1

Presto Announces Fiscal Third Quarter 2023 Financial Results Continues Momentum of Drive-Thru Voice AI Automation by Adding Hardees and Carl’s Jr. as Customers

Exhibit 99.1 Presto Announces Fiscal Third Quarter 2023 Financial Results Continues Momentum of Drive-Thru Voice AI Automation by Adding Hardees and Carl’s Jr. as Customers SAN CARLOS, CA - May 18, 2023 - Presto Automation Inc. (NASDAQ: PRST), one of the largest drive-thru automation technology providers in the hospitality industry, today announced financial results for the fiscal third quarter en

May 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 Presto Automation In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission Fil

May 15, 2023 NT 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING Form N-CEN ☐ Form N-CSR (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo

May 12, 2023 424B3

PRESTO AUTOMATION INC. 400,000 Shares of Common Stock by the Selling Securityholders

424B3 1 f424b30523prestoauto.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271551 PROSPECTUS PRESTO AUTOMATION INC. 400,000 Shares of Common Stock by the Selling Securityholders This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (together with their respective donees, transferees or other successors in interest, re

May 11, 2023 CORRESP

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070

Presto Automation Inc. 985 Industrial Road San Carlos, CA 94070 May 11, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Mariam Mansaray and Jan Woo Re: Presto Automation Inc. Registration Statement on Form S-1 Filed May 1, 2023 File No. 333-271551 Dear Ms. Mansaray and Ms. Woo: Pursuant to R

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2023 Presto Automation Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission File

May 10, 2023 EX-10.1

Amendment to Consulting Agreement, dated May 3, 2023, by and between Presto Automation Inc. and Ashish Gupta (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 10, 2023).

Exhibit 10.1 AMENDMENT TO CONSULTING AGREEMENT This Amendment to the Consulting Agreement (the “Amendment”) amends the Consulting Agreement by and between Presto Automation Inc. (“Company”) and Ashish Gupta (“Consultant”) dated March 4, 2023 (the “Agreement”) and is entered into as of last date of signing by all parties (the “Amendment Effective Date”). WHEREAS, the parties wish to extend Consulta

May 1, 2023 S-1

As filed with the Securities and Exchange Commission on May 1, 2023

As filed with the Securities and Exchange Commission on May 1, 2023 Registration No.

May 1, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Filing Fee Table Form S-1 (Form Type) PRESTO AUTOMATION INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share

April 6, 2023 EX-10.1

Waiver and First Amendment to Credit Agreement, dated March 31, 2023, by and among Presto Automation Inc., E La Carte, LLC, Metropolitan Partners Group Administration, LLC and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2023).

Exhibit 10.1 Execution Version WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This Waiver and First Amendment to Credit Agreement (this “Amendment”) dated as of March 31, 2023 (the “First Amendment Effective Date”), is by and among E LA CARTE, LLC (f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Presto”), each other Person party hereto as a “Borrower” from time to time (eac

April 6, 2023 EX-10.2

Amended and Restated Fee Letter, dated March 31, 2023, by and among Presto Automation Inc., E La Carte, LLC, Metropolitan Partners Group Administration LLC and certain lenders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 6, 2023).

Exhibit 10.2 Execution Version E La Carte, LLC 816 Hamilton St. Redwood City, CA 94063 AMENDED AND RESTATED FEE LETTER March 31, 2023 Metropolitan Partners Group Administration, LLC 850 Third Avenue, 18th Floor New York, NY 10022 Attention: Paul Lisiak Re: Credit Agreement Ladies and Gentlemen: Reference is hereby made to, and this fee letter (as amended, restated, supplemented or otherwise modifi

April 6, 2023 EX-10.7

Registration Rights Agreement, dated as of March 31, 2023, by and among Presto Automation Inc. and certain persons listed therein (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on April 6, 2023).

EX-10.7 8 prst-20230331xex10d7.htm EX-10.7 Exhibit 10.7 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 31, 2023, by and among Presto Automation Inc., a Delaware corporation (“Pubco”), and each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof (each an “Investor” and, collectively, the

April 6, 2023 EX-10.5

Warrant to Purchase Common Stock, dated March 31, 2023, by and between Presto Automation Inc. and Metropolitan Offshore Partners Fund VII, LP (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 6, 2023).

Exhibit 10.5 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

April 6, 2023 EX-10.4

Warrant to Purchase Common Stock, dated March 31, 2023, by and between Presto Automation Inc. and Metropolitan Partners Fund VII, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on April 6, 2023).

Exhibit 10.4 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLED

April 6, 2023 EX-10.6

Warrant to Purchase Common Stock, dated March 31, 2023, by and between Presto Automation Inc. and CEOF Holdings, LP (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on April 6, 2023).

EX-10.6 7 prst-20230331xex10d6.htm EX-10.6 Exhibit 10.6 Execution Version NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE A

April 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission F

April 6, 2023 EX-10.3

Warrant to Purchase Common Stock, dated March 31, 2023, by and between Presto Automation Inc. and Metropolitan Levered Partners Fund VII, LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 6, 2023).

Exhibit 10.3 Execution Document NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, FOR SALE, SOLD, PLE

March 30, 2023 EX-99.1

Presto Promotes Dan Mosher to President and Xavier Casanova to Chief Operating Officer

Exhibit 99.1 Presto Promotes Dan Mosher to President and Xavier Casanova to Chief Operating Officer SAN CARLOS, Calif. (March 30, 2023) – Presto Automation Inc. (Nasdaq: PRST), one of the largest drive-thru automation technology providers in the hospitality industry (“Company”), today announced the promotion of Dan Mosher to president and Xavier Casanova to chief operating officer, effective immed

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission F

March 27, 2023 EX-99.1

Presto Announces CEO Departure

Exhibit 99.1 Presto Announces CEO Departure San Carlos, CA – March 27, 2023 - Presto Automation Inc. (NASDAQ: PRST), the largest drive-thru automation technology provider (the “Company”) in the hospitality industry, announced today that its Board of Directors (the "Board") has accepted the resignation of Rajat Suri, the Company’s founder, as Chief Executive Officer and member of the Board to pursu

March 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission F

March 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission F

March 15, 2023 EX-99.1

Confidential & proprietary information. All rights reserved. Disclaimer 2 Forward-Looking Statements Certain statements in this Presentation may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform A

Exhibit 99.1 Confidential & proprietary information. All rights reserved. Market Leader in AI Solutions for Enterprise Hospitality Confidential & proprietary information. All rights reserved. Disclaimer 2 Forward-Looking Statements Certain statements in this Presentation may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 Presto Automation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission F

March 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2023 Presto Automation I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission Fi

March 7, 2023 EX-10.1

Consulting Agreement between Presto Automation Inc. and Ashish Gupta, dated March 4, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 7, 2023)

Exhibit 10.1 CONSULTING AGREEMENT This Agreement is entered into as of last date of signing by all parties between Presto Automation Inc. (formerly, E la Carte, Inc.) (“Company”) and Ashish Gupta (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms descr

February 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PRESTO AUTOMATION INC. (Exact nam

February 15, 2023 NT 10-Q

Presto Automation Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-39830 FORM 12b-25 CUSIP NUMBER 74113T105 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

February 14, 2023 EX-99.1

Presto Automation Inc. Announces Second Quarter Fiscal 2023 Financial Results Continues momentum with Presto Voice™ A.I. platform by adding Del Taco Restaurants as second drive-thru enterprise customer

Exhibit 99.1 Presto Automation Inc. Announces Second Quarter Fiscal 2023 Financial Results Continues momentum with Presto Voice™ A.I. platform by adding Del Taco Restaurants as second drive-thru enterprise customer SAN CARLOS, CA - February 14, 2023 - Presto Automation (“Presto” or the “Company”) (NASDAQ: PRST), a provider in the labor automation technology industry, today announced financial resu

February 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 Presto Automati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commissio

February 14, 2023 SC 13G/A

PRST / Presto Automation Inc / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2023 Presto Automatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

February 10, 2023 424B3

PRESTO AUTOMATION INC. Primary Offering of 16,250,000 Shares of Common Stock Secondary Offering of 48,149,324 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267979 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated January 9, 2023) PRESTO AUTOMATION INC. Primary Offering of 16,250,000 Shares of Common Stock Secondary Offering of 48,149,324 Shares of Common Stock 7,625,000 Warrants to Purchase Shares of Common Stock This prospectus supplement updates and supplements the prospectus dated January 9, 202

February 6, 2023 SC 13G/A

VTAQ / Ventoux CCM Acquisition Corp / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ventoux CCM Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 92280L101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 11, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 Presto Automation Inc. (Exact name of registrant as specified in its charter) Delaware 001-39830 84-2968594 (State or other jurisdiction of incorporation) (Commission

January 11, 2023 EX-99.1

2 Disclaimer Forward - Looking Statements Certain statements in this Presentation may be considered forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 .. Forward - looking statements include, but a

Exhibit 99.1 Investor Overview Jan’23 2 Disclaimer Forward - Looking Statements Certain statements in this Presentation may be considered forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 .. Forward - looking statements include, but are not limited to, statements about future events or Presto Automation Inc .. (“Company”) future financial or op

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