Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 6, 2024, Presto Automation Inc. (the "Company") received a notice (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company was not in compliance with the requirement to maintain a minimum Market Value of Listed Securities ("MVLS") of $50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement"), because the MVLS of the Company was below $50 million for the 30 consecutive business days prior to the date of the Notice. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days from the date of the Notice, or until August 5, 2024, to regain compliance with the MVLS Requirement.

On August 6, 2024, the Company received a Staff determination letter from Nasdaq informing the Company that the Company had not regained compliance with the MVLS Requirement and this matter serves as an additional basis for delisting the Company's securities from Nasdaq.

As previously disclosed, the Company had already received a separate Staff determination letter from Nasdaq informing the Company that the Company had not regained compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1). The Company had previously disclosed that it intended to request a hearing before a Nasdaq Hearings Panel. The Company requested such a hearing on July 5, 2024, but on August 6, 2024, the Company informed Nasdaq that it was withdrawing its appeal. As a result of the Company withdrawing its appeal, on August 6, 2024, the Company received a letter from Nasdaq informing the Company that its shares of common stock, par value $0.0001 per share (the "Common Stock"), and warrants will be suspended at the open of business on August 8, 2024 and that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on Nasdaq.

The Company expects that the trading of its common stock will transition to the OTC Bulletin Board or "pink sheets" market shortly. The transition to over-the-counter markets is not expected to affect the Company's operations or business and does not change its reporting requirements under SEC rules. The Company cannot predict what the impact of the transition will be on the liquidity in its Common Stock.