VTAQ,W,R ----Presto
7/26/23
15 million units of 1c + 1w
Warrants are adjusting to $8.21.
Rights are 1/20th so 750,000 common.
VTAQ has 5,567,518 shares of common stock outstanding, consisting of 1,255,018 shares sold in VTAQ’s initial public offering
Trust 10.20
Cleveland Avenue has entered into (i) an equity subscription agreement for the subscription of 6,593,687 shares of New Presto Common Stock for an aggregate purchase price of $50 million and (ii) an share transfer agreement with the Sponsors providing for the transfer of 406,313 Founder Shares by the Sponsors
Cleveland Avenue for nominal consideration. Therefore, Cleveland Avenue is subscribing to shares at an effective price of $7.14 per share,
?????? Lockup in question
lack of a lock-up agreement between any underwriter and certain investors. For example, the PIPE Investors have not entered and will not enter into lock-up agreements restricting the sale of shares of New Presto common stock acquired by the PIPE Investors in connection with the consummation of the Business Combination following the consummation of the Business Combination, which restriction on resales might typically be in effect following an initial underwritten public offering of common stock. Our PIPE Investors will instead have the benefit of a resale registration statement that we are required to file with the SEC within 30 days after the consummation of the business combination and to use reasonable best efforts to have such registration statement declared effective as soon as possible after the filing thereof, but no later than the earlier of (i) 60 days following the Closing and (ii) the 3rd business day after the date we are notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of New Presto’s common stock and/or lead to declines in the market price of New Presto’s common stock, as compared to an underwritten public offering.
Warrants 1/2 share
Rights 1/20th.
Prelim Proxy 7/25/22 including history of negotiations
November 10, 2021, !! VTAQ entered into the Merger Agreement
funds in the Trust Account of approximately $12.8 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.20
I VTAQ entered into the Convertible Note Subscription Agreement, dated as of November 10, 2021, as amended on July 25, 2022, Note Investor agreed to purchase an aggregate principal amount of $25.0 million of Notes in connection with the Business Combination and an aggregate of 1,500,000 warrants in a private placement to close immediately prior to or substantially concurrently with the Closing. Under the Indenture, New Presto may issue additional Notes in an aggregate principal amount of up to $25,000,000 (the “Additional Notes”) if the holders of a majority in aggregate principal amount of the Notes then outstanding consent in writing to such issuance. Following the Closing, a holder of the Notes will have the right, at such holder’s option, to convert all or any portion of its Notes into shares of New Presto Common Stock at an initial conversion rate of 86.9565 shares of Common Stock per $1,000 principal amount of Notes (the “Conversion Rate”). Upon conversion, New Presto will pay or deliver, at its election, cash or a combination of cash and shares of New Presto common stock. The interest on the Notes will accrue at a rate of 20.0% per annum of which 15.0% will be payable in cash and 5.0% will be payable in kind.