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): September 14, 2022

Ventoux CCM Acquisition Corp.

(Exact name of registrant as specified in its charter)  

1 East Putnam Avenue, Floor 4

Greenwich, CT 06830

(Address of principal executive office) (zip code)

Registrant’s telephone number, including area code: (646) 465-9000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Special Meeting of Stockholders

On September 14, 2022, Ventoux CCM Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), at which holders of 4,463,152 shares of common stock were present virtually or by proxy, representing 80.16% of the voting power of the 5,567,518 shares of the Company’s issued and outstanding shares of common stock entitled to vote at the Special Meeting at the close of business on August 9, 2022, which was the record date (the “Record Date”) for the Special Meeting (stockholders of record as of the close of business on the Record Date are referred to herein as “Stockholders”). A summary of the voting results at the Special Meeting for each of the proposals is set forth below.

The Business Combination Proposal

The Charter Amendment Proposal

The Governance Proposal A

The Governance Proposal B

The Governance Proposal C

The Governance Proposal D

The Governance Proposal E

The Governance Proposal F

The Governance Proposal G

The Governance Proposal H

The Stock Issuance Proposal

The PIPE Proposal

The Directors Proposal

The Incentive Plan Proposal

The 2022 Employee Stock Purchase Plan Proposal

The Adjournment Proposal

Item 7.01. Regulation FD Disclosure

In connection with the Special Meeting, stockholders holding 323,877 shares of common stock elected to and tendered their stock for redemption. In connection thereto, the Company will pay to redeeming shareholders approximately $10.20 per share, or $3,303,545.40 in the aggregate. Following the redemption, the Company will have 5,243,641 shares of common stock outstanding, which consists of 931,141 shares sold in the Company’s IPO and 4,312,500 privately placed founder shares.

On September 14, 2022, the Company issued a press release announcing that the proposed merger with E La Carte (d/b/a Presto) (“Presto”) was approved by its stockholders. A copy of the press release is attached hereto as Exhibit 99.1.

The Company expects to consummate the business combination with E La Carte, Inc. (d/b/a Presto), on or about September 20, 2022. Upon the closing of the business combination, the amount remaining in trust of approximately $9.5 million will be disbursed to the Company.

The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01.

Item 9.01 Financial Statements and Exhibits 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Ventoux CCM Acquisition Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3