Sec Form 3 Filing - Romulus Capital Partners II, LLC @ Presto Automation Inc. - 2022-09-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Romulus Capital Partners II, LLC 2. Issuer Name and Ticker or Trading Symbol Presto Automation Inc. [ PRST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 307 HARVARD STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2022 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 244,903 I By Romulus Capital I, L.P.( 1 ) Common Stock 3,691,313 I By Romulus Capital II, L.P.( 2 ) Common Stock 8,118,894 I By Romulus Capital III, L.P.( 3 ) Common Stock 162,869 I By Romulus ELC B3 Special Opportunity, L.P.( 4 ) Common Stock 652,740 I By Zaffran Special Opportunities LLC( 5 ) Common Stock 279,680 I By KKG Enterprises LLC( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 70,052 I By Romulus Capital I, L.P.( 1 ) Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 1,055,865 I By Romulus Capital II, L.P.( 2 ) Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 2,322,335 I By Romulus Capital III, L.P.( 3 ) Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 46,587 I By Romulus ELC B3 Special Opportunity, L.P.( 4 ) Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 186,710 I By Zaffran Special Opportunities LLC( 5 ) Earn-Out Shares ( 7 ) ( 7 ) ( 7 ) Common Stock 80,000 I By KKG Enterprises LLC( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Romulus Capital Partners II, LLC 307 HARVARD STREET CAMBRIDGE, MA02139 X ROMULUS CAPITAL I LP 307 HARVARD STREET CAMBRIDGE, MA02139 X Palatine Hill Ventures GP, LLC 307 HARVARD STREET CAMBRIDGE, MA02139 X Romulus Capital II, L.P. 307 HARVARD STREET CAMBRIDGE, MA02139 X Romulus Capital III, L.P. 307 HARVARD STREET CAMBRIDGE, MA02139 X Romulus ELC B3 Special Opportunity, L.P. 307 HARVARD STREET CAMBRIDGE, MA02139 X Zaffran Special Opportunities LLC 307 HARVARD STREET CAMBRIDGE, MA02139 X KKG Enterprises LLC 307 HARVARD STREET CAMBRIDGE, MA02139 X Chheda Neil 307 HARVARD STREET CAMBRIDGE, MA02139 X Signatures Romulus Capital Partners II, LLC, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Romulus Capital I, L.P., By: Palatine Hill Ventures GP LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Palatine Hill Ventures GP LLC, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Romulus Capital II, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Romulus Capital III, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Romulus ELC B3 Special Opportunity, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date Zaffran Special Opportunities LLC, By: /s/ Krishna K. Gupta, General Partner 10/03/2022 Signature of Reporting Person Date KKG Enterprises LLC, By: /s/ Krishna K. Gupta, Managing Member 10/03/2022 Signature of Reporting Person Date /s/ Neil Chheda 10/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held directly by Romulus Capital I, L.P. ("Romulus I"). Palatine Hill Ventures GP LLC ("Palatine Hill") is the general partner of Romulus I. Neil Chheda and Krishna K. Gupta are the managing members of Palatine Hill. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )The shares are held directly by Romulus Capital II, L.P. ("Romulus II"). Romulus Capital Partners II, LLC ("Romulus II GP") is the general partner of Romulus II. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. ( 3 )The shares are held directly by Romulus Capital III, L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. ( 4 )The shares are held directly by Romulus ELC B3 Special Opportunity, L.P. ("Romulus ELC"). Romulus II GP is the general partner of Romulus ELC. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. ( 5 )The shares are held directly by Zaffran Special Opportunities LLC ("Zaffran"). Krishna K. Gupta is the sole general partner of Zaffran. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. ( 6 )The shares are held directly by KKG Enterprises LLC ("KKG Enterprises"). Krishna K. Gupta is the sole managing member of KKG Enterprises. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. ( 7 )Each Earn-Out Share represents a contingent right to receive one share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: one-half of the Earn-Out Shares will be issued if the volume weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before September 21, 2025, and one-half will be issued if the VWAP of the Issuer's Common Stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before September 21, 2027.

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