Presto Automation Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On the Closing Date, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: (i) Krishna K. Gupta, Keith Kravcik and Edward Scheetz as Class I directors, (ii) Ilya Golubovich and Rajat Suri as Class II directors, and (iii) Kim Axel Lopdrup and Gail Zauder as Class III directors. Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Rajat Suri, Chief Executive Officer, Ashish Gupta, Chief Financial Officer, William (Bill) Healey, Chief Technology Officer, and Dan Mosher, Chief Revenue Officer. Concurrently with the consummation of the Business Combination, VTAQ's officers and directors resigned from their respective positions at VTAQ.


On the Closing Date, the Company's audit committee consisted of Keith Kravcik, Ilya Golubovich and Gail Zauder with Ms. Zauder serving as the chair of the committee. The Board determined that each member of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable Nasdaq listing requirements, that Ms. Zauder qualifies as an "audit committee financial expert," as defined in Item 407(d)(5) of Regulation S-K, and that the members of the committee possess financial sophistication, as defined under the rules of Nasdaq.


On the Closing Date, the Company's compensation committee consisted of Ilya Golubovich, Kim Axel Lopdrup and Gail Zauder with Mr. Lopdrup serving as chair of the committee. The Board determined that each member of the compensation committee is "independent" as defined under the applicable Nasdaq requirements and SEC rules and regulations.


On the Closing Date, the Company's nominating and governance committee consisted of Ilya Golubovich, Krishna K. Gupta and Keith Kravcik with Mr. Golubovich serving as chair of the committee. The Board determined that each member of the nominating and governance committee is "independent" as defined under the applicable Nasdaq requirements and SEC rules and regulations.


The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the headings "Executive Compensation," "Director Compensation," "Employment Agreements," "Certain Relationships and Related Person Transactions" and "Indemnification of Directors and Officers" is incorporated in this Item 5.02 by reference.