Filing Details

Presto Automation Inc.

(Name of Issuer)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No. 74113T105

Page 1 of 7 Pages

1

NAMES OF REPORTING PERSONS

Abri Advisors Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0⁽¹⁾

6

SHARED VOTING POWER

0⁽¹⁾

7

SOLE DISPOSITIVE POWER

0⁽¹⁾

8

SHARED DISPOSITIVE POWER

0⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%⁽¹⁾

12

TYPE OF REPORTING PERSON

CO

(1)

See Item 4.

CUSIP No. 74113T105

Page 2 of 7 Pages

1

NAMES OF REPORTING PERSONS

Jeffrey Tirman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐   (b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0⁽¹⁾

6

SHARED VOTING POWER

0⁽¹⁾

7

SOLE DISPOSITIVE POWER

0⁽¹⁾

8

SHARED DISPOSITIVE POWER

0⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%⁽¹⁾

12

TYPE OF REPORTING PERSON

IN

(1)

See Item 4.

CUSIP No. 74113T105

Page 3 of 7 Pages

(a)

Name of Issuer

(b)

Address of Issuer’s principal executive offices

(a)

Name of persons filing

(b)

Address or principal business office or, if none, residence

(c)

Citizenship

(d)

Title of class of securities

(e)

CUSIP No.

CUSIP No. 74113T105

Page 4 of 7 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned: See the response to Item 4(c) below for each Reporting Person.

(b)

Percent of Class: See the response to Item 4(c) below for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Transaction Date

Position

Percentage⁽¹⁾

February 29, 2024

5,333,000

6.1%

Current Position

0

0%

(1)

Based on an aggregate of 87,868,628 shares of Common Stock issued and outstanding as of February 29, 2024, as reported on the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2024 pursuant to Rule 424(b)(5).

CUSIP No. 74113T105

Page 5 of 7 Pages

Item 5.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

CUSIP No. 74113T105

Page 6 of 7 Pages

Abri Advisors, Ltd.

By:

/s/ Jeffrey Tirman

Name: 

Jeffrey Tirman

Title:

President

/s/ Jeffrey Tirman

Name: 

Jeffrey Tirman

CUSIP No. 74113T105

Page 7 of 7 Pages

Exhibit No.

Description

Exhibit 99.1

Joint Filing Agreement.