Failure to Satisfy Listing Rule Form 8 K

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

As previously disclosed, on December 28, 2023, 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 closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"), because the closing bid price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), was below $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days from the date of the Notice, or until June 25, 2024, to regain compliance with the Bid Price Requirement.

On June 27, 2024, the Company received a Staff determination letter (the "Staff Determination Letter") from Nasdaq informing the Company that the Company had not regained compliance with the Bid Price Requirement. The Staff Determination Letter noted that unless the Company requests an appeal of the Staff's determination by July 5, 2024, the Company's Common Stock and warrants will be scheduled for delisting at the opening of business on July 9, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

The Company intends to request a hearing before a Nasdaq Hearings Panel (the "Panel") on or before July 5, 2024, which will stay any further delisting action by the Staff pending the ultimate outcome of the hearing. There can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel. The Company's Common Stock and warrants will remain listed and eligible for trading on the Nasdaq Global Market at least pending the ultimate conclusion of the hearing process.

Previously, on June 14, 2024, the Company's board of directors (the "Board") approved a proposal to effect a reverse split of the Company's Common Stock in a range between 1-25 and 1-100, subject to approval by the Company's stockholders at Special Meeting scheduled for July 16, 2024. Assuming stockholder approval, the Board intends to effect a reverse stock split as soon as practical thereafter with the goal of regaining compliance with the Bid Price Requirement.

Further, as previously disclosed, the Company is subject to two other deficiency notices from Nasdaq relating to (i) the requirement to maintain a minimum Market Value of Publicly Held Securities of $15 million and (ii) the requirement to maintain a minimum Market Value of Listed Securities of $50 million. These deficiencies may become an additional basis for delisting, and as such, the Company intends to address these concerns before the Panel.