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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Revelstone Capital Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41178 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as |
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| April 8, 2024 |
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): April 8, 2024 (April 5, 2024) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of |
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| April 4, 2024 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| March 11, 2024 |
RCAC / Revelstone Capital Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorarcac023124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of t |
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| February 28, 2024 |
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): February 28, 2024 (February 22, 2024) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdi |
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| February 27, 2024 |
Exhibit 3.1 Charter Amendment AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE CAPITAL ACQUISITION CORP. February 21, 2024 Revelstone Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Capital Acquisitio |
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| February 27, 2024 |
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): February 27, 2024 (February 21, 2024) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdi |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| February 14, 2024 |
SC 13G/A 1 d728855dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) G2365L101 (CUSIP Number) D |
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| February 14, 2024 |
SC 13G/A 1 eh24044422913ga1-rcac.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requi |
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| February 14, 2024 |
SC 13G 1 ea193829-13gneukommrevel.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2024 |
SC 13G/A 1 tm245838d17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Ti |
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| February 14, 2024 |
US76137R1068 / Revelstone Capital Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G 1 meteorarcac123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta |
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| February 13, 2024 |
SC 13G/A 1 rcaca221324.htm CAAS CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 29, 2023 (Date of Event which R |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Revelstone Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 76137R205 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| January 5, 2024 |
Exhibit 99.1 Revelstone Capital Acquisition Corp. Cancels Special Meeting to Approve Business Combination with Set Jet ~ Revelstone’s Special Meeting on Friday, January 5, 2024, at 1:00 pm EST is Cancelled ~ SCOTTSDALE, AZ, and NEW YORK, NY, January 5, 2024 - Revelstone Capital Acquisition Corp. (the “Company” or “RCAC”) (NASDAQ: RCAC), a publicly traded special purpose acquisition company, today |
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| January 5, 2024 |
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): January 5, 2024 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporation |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| January 2, 2024 |
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): December 29, 2023 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporati |
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| January 2, 2024 |
Exhibit 99.1 Revelstone Capital Acquisition Corp. Adjourns Special Meeting to Approve Business Combination with Set Jet ~ Revelstone’s Special Meeting to Reconvene on Friday, January 5, 2024, at 1:00 pm EST ~ SCOTTSDALE, AZ, and NEW YORK, NY, December 29, 2023 - Revelstone Capital Acquisition Corp. (“RCAC”) (NASDAQ: RCAC), a publicly traded special purpose acquisition company, today announced that |
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| December 29, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 76137R106 (CUSIP Number) December 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| December 28, 2023 |
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 21, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Revelstone Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shal |
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| December 28, 2023 |
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): December 28, 2023 (December 21, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdi |
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| December 28, 2023 |
Exhibit 3.1 Charter Amendment AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE CAPITAL ACQUISITION CORP. December 21, 2023 Revelstone Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Capital Acquisitio |
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| December 28, 2023 |
Exhibit 99.1 Revelstone Capital Acquisition Corp. Adjourns Special Meeting to Approve Business Combination with Set Jet ~ Revelstone’s Special Meeting to Reconvene on Friday, December 29, 2023, at 12:00 pm EST ~ SCOTTSDALE, AZ, and NEW YORK, NY, December 27, 2023 - Revelstone Capital Acquisition Corp. (“RCAC”) (NASDAQ: RCAC), a publicly traded special purpose acquisition company, today announced t |
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| December 22, 2023 |
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): December 22, 2023 (December 18, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdi |
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| December 22, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| December 14, 2023 |
Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 Set Jet and Revelstone Capital Acquisition Corp. Receive Effectiveness of S-4 Registration Statement and Announce Date of Revelstone Special Meeting of Stockholders to Approve Proposed Bu |
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| December 13, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274049 Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274049 PROSPECTUS REVELSTONE CAPITAL ACQUISITION CORP. Dear Revelstone Capital Acquisition Corp. Stockholders: Revelstone Capital Acquisition Corp., a Delaware corporation (“Revelstone”), Revelstone Capital Merger Sub, Inc., a wholly-owned subsidiary of Revelstone incorporated in the State of Delaware (“Merger Sub”), Set Jet, Inc., a Nevada co |
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| December 11, 2023 |
REVELSTONE CAPITAL ACQUISITION CORP. 14350 Myford Road Irvine, CA 92606 REVELSTONE CAPITAL ACQUISITION CORP. 14350 Myford Road Irvine, CA 92606 December 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Revelstone Capital Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed December 8, 2023 File No. 333-274049 Attention: Je |
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| December 11, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration No. |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| December 8, 2023 |
Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] December 8, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy and Transportation 100 F Street, N.E. Washington, DC 20549 Re: Revelstone Capital Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 |
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| December 8, 2023 |
Exhibit 10.41 SELECT SERVICES AGREEMENT This Select Services Agreement (this “Agreement”) is entered into this day of August 2021, by and between Sierra Delta Romeo LLC, a Colorado limited liability company (“Owner”), and Set Jet, LLC, a Nevada limited liability company (“Set Jet”). RECITALS A. Owner is the owner of that certain 1996 Bombardier Challenger 850 aircraft, Manufacturer’s Serial Number |
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| December 8, 2023 |
AMENDED AIRCRAFT CHARTER AGREEMENT Exhibit 10.42 AMENDED AIRCRAFT CHARTER AGREEMENT THIS AMENDED AIRCRAFT CHARTER AGREEMENT (this “Agreement”) dated as indicated below, is by and between Scottsdale Jet Charter, LLC, a limited liability company organized and existing under the laws of the State of Arizona (“Agent”) and Set Jet, LLC, a limited liability company organized and existing under the laws of the State of Nevada individually |
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| December 8, 2023 |
Exhibit 10.43 SELECT SERVICES AGREEMENT This Select Services Agreement (this “Agreement”) is entered into this day of August 2021, by and between N602SJ, LLC, an Arizona limited liability company (“Owner”), David Jacofsky (“Jacofsky”), and Set Jet, LLC, a Nevada limited liability company (“Set Jet”). RECITALS A. Owner is the owner of that certain 2009 Bombardier Challenger 850 aircraft, Manufactur |
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| December 8, 2023 |
Exhibit 10.44 AIRCRAFT CHARTER AGREEMENT THIS AIRCRAFT CHARTER AGREEMENT (this “Agreement”), dated as indicated below, is by and between Maine Aviation Aircraft Charter, LLC, a limited liability company organized and existing under the laws of the State of Maine (“Carrier”), and Set Jet, LLC, a limited liability company organized and existing under the laws of the State of Nevada, acting solely in |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 7, 2023 As filed with the Securities and Exchange Commission on December 7, 2023 Registration No. |
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| December 7, 2023 |
Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] December 7, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy and Transportation 100 F Street, N.E. Washington, DC 20549 Re: Revelstone Capital Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 |
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| November 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) REVELSTONE CAPITAL ACQUISITION CORP. |
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| November 21, 2023 |
As filed with the Securities and Exchange Commission on November 21, 2023 As filed with the Securities and Exchange Commission on November 21, 2023 Registration No. |
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| November 21, 2023 |
Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] November 21, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy and Transportation 100 F Street, N.E. Washington, DC 20549 Re: Revelstone Capital Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41178 REVELSTONE CAPI |
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| November 14, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 001-41178 NOTIFICATION OF LATE FILING CUSIP NUMBER 7613R106 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2 |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| October 30, 2023 |
Early 2023 Media Comp Transcript Exhibit 99.2 Early 2023 Media Comp Transcript 0:02 Look at this. 0:02 We are here on the tarmac at Scottsdale Airport with this beautiful jet here. 0:06 This is a one of just many that is in the set jet fleet. 0:09 So you come out here, you're greeted. 0:10 Good morning. 0:11 Do I need to take my shoes off? 0:12 I've never been in a plane this fancy. 0:13 No, you are good. 0:14 I'm good to go. 0:1 |
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| October 30, 2023 |
Exhibit 99.1 investor presentation October 2023 Forward - Looking Statements: This presentation contains, and management and representatives may from time to time make, forward - looking statements within the meaning of U.S. federal securities laws that involve significant risks and uncertainties, including statements regarding Set Jet’s plans, objectives, expectations, and intentions. These forwa |
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| October 30, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 27, 2023 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporatio |
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| October 30, 2023 |
Early 2023 Media Comp Transcript Exhibit 99.2 Early 2023 Media Comp Transcript 0:02 Look at this. 0:02 We are here on the tarmac at Scottsdale Airport with this beautiful jet here. 0:06 This is a one of just many that is in the set jet fleet. 0:09 So you come out here, you're greeted. 0:10 Good morning. 0:11 Do I need to take my shoes off? 0:12 I've never been in a plane this fancy. 0:13 No, you are good. 0:14 I'm good to go. 0:1 |
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| October 30, 2023 |
Exhibit 99.1 investor presentation October 2023 Forward - Looking Statements: This presentation contains, and management and representatives may from time to time make, forward - looking statements within the meaning of U.S. federal securities laws that involve significant risks and uncertainties, including statements regarding Set Jet’s plans, objectives, expectations, and intentions. These forwa |
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| October 30, 2023 |
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): October 27, 2023 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporatio |
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| October 23, 2023 |
Exhibit 10.40 SECOND AMMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into effective April 30, 2022 (the “Effective Date”) by and between Set Jet, LLC, a Nevada limited liability company, (“Tenant”) and Indigo Pearl, LLC, a Delaware limited liability company (“Landlord”), collectively referred to as the “Parties.” R E C I T A L S A. Landl |
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| October 23, 2023 |
Exhibit 21.1 List of Subsidiaries of Revelstone Capital Acquisition Corp. Name of Subsidiary Jurisdiction of Organization Revelstone Capital Merger Sub, Inc. Delaware |
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| October 23, 2023 |
Exhibit 10.45 SUBORDINATION OF DEMAND PROMISSORY NOTE THIS SUBORDINATION OF PROMISSORY NOTE AND DEED OF TRUST AGREEMENT (“Subordination Agreement”) is made this 22nd day of February 2023, by and Fortress Financial, LLC, a Wyoming limited liability company (the “Lender”), Set Jet, Inc., a Nevada corporation (fka Set Jet, LLC) (the “Debtor”), and Aspen Property Acquisition and Management, Inc. (the |
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| October 23, 2023 |
As filed with the Securities and Exchange Commission on October 23, 2023 As filed with the Securities and Exchange Commission on October 23, 2023 Registration No. |
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| October 23, 2023 |
Warrant to Purchase Stock, dated December 22, 2022, by Set Jet, Inc. to JETT Family Trust Exhibit 10.47 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 7.1 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATI |
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| October 23, 2023 |
Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct Main Fax jaryeh@loeb. |
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| October 23, 2023 |
Exhibit 10.38 OFFICE LEASE by and between Indigo Pearl, LLC a Delaware limited liability company “Landlord” and Set Jet, LLC a Nevada limited liability company “Tenant” Dated: December 15, 2020 For premises known as 15011 North 75th Street, Suite One Scottsdale, Arizona 85260 OFFICE LEASE 1. BASIC PROVISIONS 1.1 Date December 15th, 2020 1.2 Landlord: Indigo Pearl, LLC a Delaware limited liability |
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| October 23, 2023 |
Exhibit 99.1 PROXY CARD REVELSTONE CAPITAL ACQUISITION CORP. PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on November [*], 2023: The Proxy Statement is available at https://www.cstproxy.com/[*] The undersigned hereby appoints Morgan Callagy and Da |
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| October 23, 2023 |
Exhibit 10.39 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT is made and entered into this 30th day of December 2020, TO LEASE AGREEMENT dated December 15th, 2020, by and between Indigo Pearl, LLC, a Delaware limited liability company (“Landlord”), and Set Jet, LLC, an Arizona limited liability: company (“Tenant”). RECITALS A. Landlord and Tenant entered in that certain Full-Service Multi-Tenant Offi |
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| October 23, 2023 |
Exhibit 10.43 Certain information in this document, identified by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. SELECT SERVICES AGREEMENT This Select Services Agreement (this “Agreement”) is entered into this day of August 2021, by and between N6 |
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| October 23, 2023 |
Exhibit 10.41 Certain information in this document, identified by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. SELECT SERVICES AGREEMENT This Select Services Agreement (this “Agreement”) is entered into this day of August 2021, by and between Si |
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| October 23, 2023 |
Exhibit 10.42 Certain information in this document, identified by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AIRCRAFT CHARTER AGREEMENT THIS AMENDED AIRCRAFT CHARTER AGREEMENT (this “Agreement”) dated as indicated below, is by and betw |
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| October 23, 2023 |
Warrant to Purchase Stock, dated February 22, 2023, by Set Jet, Inc. to Clear Water Air, LLC Exhibit 10.46 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 7.1 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATI |
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| October 23, 2023 |
Exhibit 10.44 SUBORDINATION OF PROMISSORY NOTE AND DEED OF TRUST AGREEMENT THIS SUBORDINATION OF PROMISSORY NOTE AND DEED OF TRUST AGREEMENT (“Subordination Agreement”) is made this 22nd day of February 2023, by and Fortress Financial, LLC, a Wyoming limited liability company (the “Lender”), Set Jet, Inc., a Nevada corporation (fka Set Jet, LLC) (the “Debtor”), and Barbara Levine Rothe, an individ |
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| September 27, 2023 |
Exhibit 10.20 SECURED PROMISSORY NOTE $2,500,000.00 February 22, 2023 FOR VALUE RECEIVED, SET JET, INC., a Nevada corporation whose address is 15210 N 75th Street, Scottdale, Arizona 85260 (the “Maker”), promises to pay to the order of FORTRESS FINANCIAL, LLC, a Wyoming limited liability company (“Holder”), with an address of 304 S. Jones. Blvd., Suite 6354, Las Vegas, Nevada 89107 or such other a |
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| September 27, 2023 |
Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 [email protected] September 27, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy and Transportation 100 F Street, N.E. Washington, DC 20549 Re: Revelstone Capital Acquisition Corp. Registration Statement on Form S-4 Filed August 17, |
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| September 27, 2023 |
Set Jet, Inc. 2022 Stock Incentive Plan. Exhibit 10.30 SET JET, INC. 2022 STOCK INCENTIVE PLAN EFFECTIVE DATE: August 26, 2022 APPROVED BY STOCKHOLDERS: September 12, 2022 EXPIRATION DATE: August 26, 2032 ARTICLE 1 PURPOSE; EFFECTIVE DATE; EXPIRATION DATE 1.1 PURPOSE. The purpose of the Set Jet, Inc. 2022 Stock Incentive Plan (the “Plan”) is to promote the interests and long-term success of Set Jet, Inc., a Nevada corporation (the “Compa |
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| September 27, 2023 |
As filed with the Securities and Exchange Commission on September 27, 2023 As filed with the Securities and Exchange Commission on September 27, 2023 Registration No. |
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| September 27, 2023 |
Exhibit 10.18 REVOLVING LINE OF CREDIT PROMISSORY NOTE $4,000,000.00 February 22, 2023 SET JET, INC., a Nevada corporation whose address is 15210 N 75th Street, Scottdale, Arizona 85260 (the “Maker”), promises to pay to the order of FORTRESS FINANCIAL, LLC, a Wyoming limited liability company (“Holder”), with an address of 304 S. Jones. Blvd., Suite 6354, Las Vegas, Nevada 89107 or such other addr |
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| September 27, 2023 |
Exhibit 10.25 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE RE |
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| September 27, 2023 |
Form of Non-Qualified Stock Option Grant under Set Jet, Inc. 2022 Stock Incentive Plan. Exhibit 10.32 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SET JET, INC. 2022 STOCK INCENTIVE PLAN Name of Optionee: (the “Optionee”) No. of Shares Subject to Option: of Common Stock (the “Shares”) Grant Date: (the “Grant Date”) Vesting Commencement Date: Exercise Price: $ (the “Exercise Price”) THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into by and between Set Jet, |
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| September 27, 2023 |
Exhibit 10.22 AMENDMENT AND EXTENSION OF PROMISSORY NOTE AND DEED OF TRUST $1,000,000.00 April 21, 2022 THIS AMENDMENT AND EXTENSION OF PROMISSORY NOTE AND DEED OF TRUST (“Amendment”) is made and entered into this 20th day of April, 2022, by and between Set Jet, LLC, a Nevada limited liability company, with an address of 15011 North 75th Street, Scottsdale Arizona 85260 (the “Company” or ” Maker”) |
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| September 27, 2023 |
Form of Incentive Stock Option Grant under Set Jet, Inc. 2022 Stock Incentive Plan. Exhibit 10.33 INCENTIVE STOCK OPTION AGREEMENT UNDER THE SET JET, INC. 2022 STOCK INCENTIVE PLAN Name of Optionee: (the “Optionee”) No. of Shares Subject to Option: Shares of Common Stock (the “Shares”) Grant Date: , 2022 (the “Grant Date”) Vesting Commencement Date: , 2022 Exercise Price: $ (the “Exercise Price”) THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into by and betw |
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| September 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) REVELSTONE CAPITAL ACQUISITION CORP. |
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| September 27, 2023 |
Form of Employment Agreement, by and between Set Jet, Inc. and Thomas P. Smith. Exhibit 10.34 EMPLOYMENT AGREEMENT This employment agreement (the “Agreement”) is entered into by and between Thomas P. Smith (“you” or “your”) and Set Jet, Inc., a Nevada corporation, (the “Company”). This Agreement is made as of [DATE] and has an effective date of the closing of the transactions contemplated by that certain Amended and Restated Merger Agreement, by and among Set Jet, Inc., a Nev |
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| September 27, 2023 |
Promissory Note, by and between Set Jet, Inc. and Blue Sky Services, dated February 24, 2022. Exhibit 10.23 PROMISSORY NOTE $2,272,596.23 February 24, 2022 1. PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned Set Jet, LLC, a Nevada limited liability company with an address of 15011 North 75th Street, Scottsdale, Arizona 85260 (the “Company” or “Maker”) promises to pay to Blue Sky Services, an Oregon limited liability company, with an address of 701 North 44th Street, Phoenix, Arizona 850 |
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| September 27, 2023 |
Form of Employment Agreement, by and between Set Jet, Inc. and William R. Smith, III. Exhibit 10.35 EMPLOYMENT AGREEMENT This employment agreement (the “Agreement”) is entered into by and between William R. Smith, III (“you” or “your”) and Set Jet, Inc., a Nevada corporation, (the “Company”). This Agreement is made as of [DATE] and has an effective date of the closing of the transactions contemplated by that certain Amended and Restated Merger Agreement, by and among Set Jet, Inc., |
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| September 27, 2023 |
Form of Employment Agreement, by and between Set Jet, Inc. and James A. Barnes. Exhibit 10.36 EMPLOYMENT AGREEMENT This employment agreement (the “Agreement”) is entered into by and between James A. Barnes (“you” or “your”) and Set Jet, Inc., a Nevada corporation, (the “Company”). This Agreement is made as of [DATE] and has an effective date of the closing of the transactions contemplated by that certain Amended and Restated Merger Agreement, by and among Set Jet, Inc., a Nev |
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| September 27, 2023 |
Security Agreement, by and between Set Jet, Inc. and SJ Fund, LLC, dated September 21, 2022. Exhibit 10.27 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2022, by and between SJ Fund, LLC (“Lender”), whose chief executive office is located at 15011 North 75th Street, Scottsdale, Arizona 85260 and Set Jet, Inc., a Nevada corporation (“Borrower” or the “Company”), whose address is 15011 North 75th Street, Scottsdale, Arizona 85260. |
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| September 27, 2023 |
Form of Restricted Stock Unit Grant under Set Jet, Inc. 2022 Stock Incentive Plan. Exhibit 10.31 RESTRICTED STOCK UNIT AGREEMENT UNDER THE SET JET, INC. 2022 STOCK INCENTIVE PLAN Name of Grantee: (the “Grantee”) No. of Shares Subject to Award: Restricted Stock Units (the “RSUs”) Grant Date: , 2022 (the “Grant Date”) Vesting Commencement Date: , 2022 (the “Vesting Commencement Date”) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between Set Jet, I |
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| September 27, 2023 |
Promissory Note, by and between Set Jet, Inc. and Barbara Levin Rothe, dated January 21, 2022. Exhibit 10.21 PROMISSORY NOTE $1,000,000.00 January 21, 2022 1. PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned Set Jet, LLC, a Nevada limited liability company with an address of 15011 North 75th St, Scottsdale Arizona 85260 (the “Company” or “ Maker”) promises to pay to Barbara Levin Rothe, an Individual, with an address of 14343 N Frank Lloyd Wright Blvd, Unit 1008, Scottsdale, Arizona 8526 |
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| September 27, 2023 |
Exhibit 10.19 FIRST AMENDMENT TO REVOLVING LINE OF CREDIT PROMISSORY NOTE This First Amendment to Revolving Line of Credit Promissory Note, is entered into on April 12, 2023 by SET JET, INC., a Nevada corporation whose address is 15210 N 75th Street, Scottdale, Arizona 85260 (“Maker”), promises to pay to the order of FORTRESS FINANCIAL, LLC, a Wyoming limited liability company (“Holder”), with an |
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| September 27, 2023 |
Exhibit 10.26 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS FIRST AMENDMENT TO SET JET, INC. CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made as of the 27th day of September 2023, by Set Jet, Inc. a Nevada corporation (the “Company”) and SJ Fund, LLC (“Investor”). WHEREAS, the Company is the maker of that certain Convertible Promissory Note dated as of September 21, 2022, in the princi |
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| September 27, 2023 |
Exhibit 10.28 DEMAND PROMISSORY NOTE Note # 1222 Scottsdale, Arizona 12/19/2022 Set Jet, Inc., a Nevada corporation (“Maker”) after date, for value received, promises to pay to Aspen Property Acquisition and Management, Inc (“Holder”)on demand at Scottsdale, Arizona the sum appearing in the unpaid balance column of Schedule “A” attached below and by this reference made a part hereof, with interest |
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| September 27, 2023 |
Forbearance Agreement, by and between Set Jet, Inc. and Blue Sky Services, dated February 22, 2023. Exhibit 10.24 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is made effective as of February 22, 2023, by and between Set Jet, Inc. (as successor to Set Jet, LLC), a Nevada corporation (“Set Jet”), and Blue Sky Services LLC, an Oregon limited liability company (“Agent”). Factual Background A. Set Jet and Agent entered into: (i) that certain Aircraft Service Agreement dated De |
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| September 27, 2023 |
Exhibit 10.29 SET JET, INC. STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (the “Agreement”) is made and entered into as of May 17, 2022, by and among Thomas P. Smith (“Smith”), The III Trust (“III Trust”), Clear Air LLC (“Clear Air”), DJJ Trust (“DJJ Trust”), Theodore H Constantine (“THC”), Kingston Robert Constantine Trust (“KRC Trust’’), Jenson Joseph Constantine Trust (“JJC Trust”), and each |
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| August 24, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 76137R106 (CUSIP Number) July 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| August 21, 2023 |
Filed by Revelstone Capital Acquisition Corp. Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 SCOTTSDALE, AZ, August 18, 2023 To My Fellow Set Jet Shareholders, I am writing to share some very exciting news. Yesterday, Revelstone’s proxy statement/registration statement on form S- |
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| August 17, 2023 |
Exhibit 2.1 AMENDED AND RESTATED MERGER AGREEMENT dated August 16, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative. TABLE OF CONTENTS Page Article I DEFINITIONS 3 1.1 Definitions 3 1.2 Construction 17 Article II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the |
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| August 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) REVELSTONE CAPITAL ACQUISITION CORP. |
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| August 17, 2023 |
Exhibit 2.1 AMENDED AND RESTATED MERGER AGREEMENT dated August 16, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative. TABLE OF CONTENTS Page Article I DEFINITIONS 3 1.1 Definitions 3 1.2 Construction 17 Article II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the |
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| August 17, 2023 |
As filed with the Securities and Exchange Commission on August 17, 2023 As filed with the Securities and Exchange Commission on August 17, 2023 Registration No. |
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| August 17, 2023 |
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): August 17, 2023 (August 16, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdictio |
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| August 17, 2023 |
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): August 17, 2023 (August 16, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdictio |
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| August 15, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 001-41178 NOTIFICATION OF LATE FILING CUSIP NUMBER 7613R106 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41178 REVELSTONE CAPITAL A |
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| August 2, 2023 |
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): August 1, 2023 (July 27, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction o |
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| July 24, 2023 |
Filed by Revelstone Capital Acquisition Corp. Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 SCOTTSDALE, AZ, July 18, 2023 To My Fellow Set Jet Shareholders, We hope this note finds you very well! Just a few moments ago, Set Jet publicly announced our intent to go public via a SP |
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| July 24, 2023 |
Filed by Revelstone Capital Acquisition Corp. Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 The following communications were posted on LinkedIn by Steve Reynold, Trey Smith, and Thomas P. Smith on July 18, 2023: About Set Jet, Inc. Set Jet, Inc. is a membership-driven technolog |
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| July 24, 2023 |
Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 July 22, 2023 To the holders of Common Stock of Set Jet, Inc. Re: Notice of Merger Transaction and Request for Stockholder Approval Dear Stockholder: We are very pleased |
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| July 24, 2023 |
Filed by Revelstone Capital Acquisition Corp. Filed by Revelstone Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41178 SCOTTSDALE, AZ, July 18, 2023 Set Jet Team, I am thrilled to share an important milestone with you today. A few moments ago, we announced our intention to go public via a SPAC (Special Pu |
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| July 21, 2023 |
Pre-PIPE Subsription Agreement Exhibit 10.5 SUBSCRIPTION AGREEMENT This Subscription Agreement (“Agreement”) is entered into by and between the undersigned (“Subscriber”) and Set Jet, Inc. a Nevada corporation (the “Company”). RECITALS WHEREAS, the Company is currently in discussions with Revelstone Capital Acquisition Corp., a Delaware corporation (“SPAC”), to enter into a Merger Agreement (a “Business Combination Agreement”) |
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| July 21, 2023 |
Exhibit 99.1 Set Jet to Become Public Via Merger with Revelstone Capital Acquisition Corp. ~ Proposed Business Combination Includes $18 Million in Fully Committed Financing, Including a Pre-PIPE of $4 Million and a PIPE of $14 Million from Coleman Group ~ ~ Membership Technology Company Operates Unique Asset-Light, Subscription-Based Model ~ ~ Seasoned Aviation Professional and CEO Tom Smith to Co |
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| July 21, 2023 |
Subscription Agreement dated July 17, 2023 Exhibit 10.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of July 17, 2023 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”). RECITALS WHEREAS, concurrent with the execution of this Agreement, the Company, Revelstone Capital Merger Sub, Inc., a Delaware corporation and wholly owne |
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| July 21, 2023 |
Pre-PIPE Subsription Agreement Exhibit 10.5 SUBSCRIPTION AGREEMENT This Subscription Agreement (“Agreement”) is entered into by and between the undersigned (“Subscriber”) and Set Jet, Inc. a Nevada corporation (the “Company”). RECITALS WHEREAS, the Company is currently in discussions with Revelstone Capital Acquisition Corp., a Delaware corporation (“SPAC”), to enter into a Merger Agreement (a “Business Combination Agreement”) |
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| July 21, 2023 |
Exhibit 10.4 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), the Company shareholders listed on Schedule A attached hereto (together with the Company, the “Company Voting Parties” and each a “Company Voting Party”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), |
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| July 21, 2023 |
Subscription Agreement dated July 17, 2023 Exhibit 10.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of July 17, 2023 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”). RECITALS WHEREAS, concurrent with the execution of this Agreement, the Company, Revelstone Capital Merger Sub, Inc., a Delaware corporation and wholly owne |
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| July 21, 2023 |
Form of PIPE Resale Registration Rights Agreement Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2023, among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [each of] the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company a |
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| July 21, 2023 |
Exhibit 99.1 Set Jet to Become Public Via Merger with Revelstone Capital Acquisition Corp. ~ Proposed Business Combination Includes $18 Million in Fully Committed Financing, Including a Pre-PIPE of $4 Million and a PIPE of $14 Million from Coleman Group ~ ~ Membership Technology Company Operates Unique Asset-Light, Subscription-Based Model ~ ~ Seasoned Aviation Professional and CEO Tom Smith to Co |
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| July 21, 2023 |
Exhibit 2.1 MERGER AGREEMENT dated July 17, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative. Table of Contents Page Article I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 Article II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the Merger 18 2.4 U.S. Tax |
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| July 21, 2023 |
Form of PIPE Resale Registration Rights Agreement Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2023, among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [each of] the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company a |
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| July 21, 2023 |
Exhibit 10.4 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), the Company shareholders listed on Schedule A attached hereto (together with the Company, the “Company Voting Parties” and each a “Company Voting Party”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), |
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| July 21, 2023 |
Exhibit 10.1 PARENT SUPPORT AGREEMENT THIS PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholders of Parent listed on Schedule A h |
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| July 21, 2023 |
Exhibit 10.1 PARENT SUPPORT AGREEMENT THIS PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholders of Parent listed on Schedule A h |
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| July 21, 2023 |
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): July 21, 2023 (July 17, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of |
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| July 21, 2023 |
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): July 21, 2023 (July 17, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of |
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| July 21, 2023 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July [●], 2023, by and between the undersigned stockholder (the “Holder”) and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Parent”). A. Contemporaneously with entering into this Agreement, Parent, Revelstone Capital Merger Sub, Inc., a Delaware corporation and whol |
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| July 21, 2023 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT THIS COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholder of the Company listed on Sc |
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| July 21, 2023 |
Exhibit 10.2 COMPANY SUPPORT AGREEMENT THIS COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholder of the Company listed on Sc |
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| July 21, 2023 |
Exhibit 2.1 MERGER AGREEMENT dated July 17, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative. Table of Contents Page Article I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 17 Article II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the Merger 18 2.4 U.S. Tax |
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| July 21, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA |
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| July 21, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA |
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| July 21, 2023 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July [●], 2023, by and between the undersigned stockholder (the “Holder”) and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Parent”). A. Contemporaneously with entering into this Agreement, Parent, Revelstone Capital Merger Sub, Inc., a Delaware corporation and whol |
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| June 20, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 20, 2023 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporation) |
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| June 15, 2023 |
Exhibit 3.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE CAPITAL ACQUISITION CORP. June 15, 2023 Revelstone Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Capital Acquisition Corp.” The original certif |
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| June 15, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of June 14, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Revelstone Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall ha |
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| June 15, 2023 |
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):June 15, 2023 (June 14, 2023) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| May 26, 2023 |
Revelstone Capital Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report Exhibit 99.1 Revelstone Capital Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report New York, NY., May 26, 2023 - Revelstone Capital Acquisition Corp. (the “Company”) (NASDAQ: RCAC) today announced that it received a notice (“Notice”) on May 24, 2023 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in comp |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41178 R |
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| May 26, 2023 |
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): May 26, 2023 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdiction of incorporation) ( |
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| May 16, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 001-41178 NOTIFICATION OF LATE FILING CUSIP NUMBER 7613R106 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41178 REVELSTONE CA |
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| March 27, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES General As of March 24, 2023 Revelstone Capital Acquisition Corp. 16,500,000 shares of Class A common stock, par value $0.0001 per share, and 4,125,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding. We have three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exch |
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| February 14, 2023 |
SC 13G/A 1 d448036dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Revelstone Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 76137R205 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 7613 |
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| February 14, 2023 |
SC 13G/A 1 rcaca121423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 30, 2022 (Date of Event which R |
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| February 9, 2023 |
SC 13G 1 rcac20923.htm CAAS CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 76137R106 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the Class A Shares). (Title of Class of Securities) 76137R205 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statem |
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| December 9, 2022 |
G. Alex Weniger-Araujo Partner 345 Park Avenue Direct 212.407.4063 New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 [email protected] December 9, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Revelstone Capital Acquisition Corp. Form 10-K for fiscal year ended December 3 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-411 |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41178 RE |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41178 R |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41178 REVELSTONE CA |
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| April 5, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES General As of April 5, 2022 Revelstone Capital Acquisition Corp. 16,500,000 shares of Class A common stock, par value $0.0001 per share, and 4,125,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding. We have three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Excha |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-K 1 tm228927d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41178 CUSIP NUMBER 76137R 106 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F |
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| March 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 76137R205** (CUSIP Number) D |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 15, 2022 |
RIVERNORTH CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Units (Title of Class of Securities) 76137R205 (CUSIP Number) Marcus Collins RiverNorth Capital Mana |
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| February 14, 2022 |
AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
SC 13G 1 tm226579d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
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| February 14, 2022 |
Radcliffe Capital Management, L.P. - SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 76137R205** (C |
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| February 7, 2022 |
Exhibit 99.1 Revelstone Capital Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing February 7, 2022 Irvine, CA ? February 3, 2022 ? Revelstone Capital Acquisition Corp. (the ?Company? or ?Revelstone?) announced today commencing February 7, 2022, holders of the units sold in the Company?s initial public offering completed on December 16, 2021, may |
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| February 7, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm225696d18k.htm FORM 8-K 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): February 07, 2022 REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or o |
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| January 20, 2022 |
REVELSTONE CAPITAL ACQUISITION CORP. PRO FORMA UNAUDITED BALANCE SHEET DECEMBER 21, 2021 EX-99.1 2 tm223333d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 REVELSTONE CAPITAL ACQUISITION CORP. PRO FORMA UNAUDITED BALANCE SHEET DECEMBER 21, 2021 December 21, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets Current Assets Cash $ 1,844,672 - $ 1,844,672 Total Current Assets 1,844,672 - 1,844,672 Cash held in Trust Account 151,500,000 15,000,000 (a) 166,650,000 (300,000 )(c) 45 |
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| January 20, 2022 |
Exhibit 99.2 Revelstone Capital Acquisition Corp. Announces Closing of $15 Million Over-Allotment Option in Connection with Its Initial Public Offering Irvine, CA ? January 13, 2022 ? Revelstone Capital Acquisition Corp. (the ?Company? or ?Revelstone?) announced that the underwriters in its initial public offering partially exercised their over-allotment option and today purchased an additional 1, |
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| January 20, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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): January 20, 2022 (January 13, 2022) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdict |
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| December 30, 2021 |
Governors Lane LP - SCHEDULE 13G SC 13G 1 eh21021373413g-rcac.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Revelstone Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R205** (CUSIP Number) December 21, 2021 (Date of Event Which Requires Fi |
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| December 29, 2021 |
REVELSTONE CAPITAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 REVELSTONE CAPITAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 21, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Revelstone Capital Acquisition Corp. Opinion on the Financial Statement We have |
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| December 29, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2136324d18k.htm FORM 8-K 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): December 29, 2021 (December 16, 2021) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 8 |
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| December 27, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Revelstone Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 76137R205 (CUSIP Number) December 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 23, 2021 |
Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A common stock, $0. |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 76137R205 (CUSIP Number) December 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| December 23, 2021 |
TENOR CAPITAL MANAGEMENT Co., L.P. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* REVELSTONE CAPTIAL ACQUISITION CORP. |
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| December 22, 2021 |
Revelstone Capital Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering Exhibit 99.1 Revelstone Capital Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering Irvine, CA – December 16, 2021 – Revelstone Capital Acquisition Corp. (the “Company” or “Revelstone”) announced today that it priced its initial public offering of 15,000,000 units at $10.00 per unit. The units are expected to trade on the Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker |
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| December 22, 2021 |
Second Amended and Restated Certificate of Incorporation of Revelstone Capital Acquisition Corp. EX-3.1 3 tm2136138d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE CAPITAL ACQUISITION CORP. December 16, 2021 Revelstone Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Capital Acquisition Corp.” The Corpor |
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| December 22, 2021 |
EX-10.6.3 13 tm2136138d1ex10-6d3.htm EXHIBIT 10.6.3 Exhibit 10.6.3 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the “SPAC”), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the parties set forth on Exhibit A attached hereto |
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| December 22, 2021 |
EX-4.1 4 tm2136138d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This agreement (“Agreement”) is made as of December 16, 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New Yor |
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| December 22, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* REVELSTONE CAPITAL ACQUISITION CORP. (Name of Issuer) Units (Title of Class of Securities) 76137R205 (CUSIP Number) December 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| December 22, 2021 |
EX-10.5.1 9 tm2136138d1ex10-5d1.htm EXHIBIT 10.5.1 Exhibit 10.5.1 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Revelstone Capital, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the |
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| December 22, 2021 |
EX-10.2 6 tm2136138d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 December 16, 2021 Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Revelstone Capital Acquisition |
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| December 22, 2021 |
Revelstone Capital Acquisition Corp. Announces Closing of $150 Million Initial Public Offering Exhibit 99.2 Revelstone Capital Acquisition Corp. Announces Closing of $150 Million Initial Public Offering Irvine, CA – December 21, 2021 – Revelstone Capital Acquisition Corp. (the “Company” or “Revelstone”) announced today the closing of its initial public offering of 15,000,000 units at $10.00 per unit. The gross proceeds from the offering were $150 million before deducting underwriting discou |
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| December 22, 2021 |
EX-10.1 5 tm2136138d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2021, is made and entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Roth Capi |
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| December 22, 2021 |
EX-10.6.1 11 tm2136138d1ex10-6d1.htm EXHIBIT 10.6.1 Exhibit 10.6.1 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the “SPAC”), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the parties set forth on Exhibit A attached hereto |
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| December 22, 2021 |
Exhibit 10.4 Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 December 16, 2021 Revelstone Capital, LLC 14350 Myford Road Irvine, CA 92606 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”) and Revelstone Capital, LLC, a Delaware limited liability compan |
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| December 22, 2021 |
Exhibit 1.1 15,000,000 Units REVELSTONE CAPITAL ACQUISITION CORP. Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant UNDERWRITING AGREEMENT December 16, 2021 December 16, 2021 BofA Securities, Inc. Roth Capital Partners, LLC As Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Roth Capit |
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| December 22, 2021 |
Exhibit 10.6.2 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of November 18, 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the ?SPAC?), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the ?Sponsor?), and (iii) the parties set forth on Exhibit A attached hereto (each, an ?Investor?). WHEREAS, in connection with |
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| December 22, 2021 |
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): December 22, 2021 (December 16, 2021) REVELSTONE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41178 87-1511157 (State or other jurisdi |
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| December 22, 2021 |
Exhibit 10.5.2 WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and certain affiliates of Roth Capital Partners, LLC, as set forth in Schedule I hereto (each, a “Purchasers” and together, the “Purchasers”). WHEREAS, the Company |
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| December 22, 2021 |
EX-10.3 7 tm2136138d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 16, 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Compan |
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| December 20, 2021 |
$150,000,000 Revelstone Capital Acquisition Corp. 15,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-261352 PROSPECTUS $150,000,000 Revelstone Capital Acquisition Corp. 15,000,000 Units Revelstone Capital Acquisition Corp. is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or simi |
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| December 17, 2021 |
Radcliffe Capital Management, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Revelstone Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 76137R205** (CUS |
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| December 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 REVELSTONE CAPITAL ACQUISITION CORP. |
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| December 15, 2021 |
VIA EDGAR December 15, 2021 Ms. Janice Adeloye Ms. Erin E. Martin Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Revelstone Capital Acquisition Corp. Registration Statement on Form S-1 (File No. 333-261352) Dear Ms. Adeloye and Ms. Martin: On December 13, 2021, we joined Revelstone Capital Acquisition Corp (the “Company” |
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| December 15, 2021 |
Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 December 15, 2021 VIA EDGAR & TELECOPY Ms. Janice Adeloye Ms. Erin E. Martin Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Revelstone Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 33 |
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| December 13, 2021 |
VIA EDGAR December 13, 2021 Ms. Janice Adeloye Ms. Erin E. Martin Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Revelstone Capital Acquisition Corp. Registration Statement on Form S-1 (File No. 333-261352) Dear Ms. Adeloye and Ms. Martin: In connection with the above-referenced Registration Statement, and pursuant to Ru |
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| December 13, 2021 |
Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 December 13, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Revelstone Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-261352) (the “Registration Statement |
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| December 8, 2021 |
Exhibit 10.2 Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securi |
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| December 8, 2021 |
Form of Warrants Purchase Agreement between the Registrant and Roth Capital Partners, LLC* Exhibit 10.6.2 WARRANTS PURCHASE AGREEMENT THIS WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and certain affiliates of Roth Capital Partners, LLC, as set forth in Schedule I hereto (each, a “Purchasers” and together, the “Purchasers”). WHEREAS, the Company intends |
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| December 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 7, 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 7, 2021 Registration No. 333-261352 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Revelstone Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-1511157 (Sta |
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| December 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 1, 2021 S-1/A 1 tm2122267d7s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 1, 2021 Registration No. 333-261352 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Revelstone Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware |
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| December 1, 2021 |
Form of Second Amended and Restated Certificate of Incorporation Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE CAPITAL ACQUISITION CORP. [?], 2021 Revelstone Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Revelstone Capital Acquisition Corp.?. The original certificate of incorporation of the Corporatio |
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| November 24, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Revelstone Capital Acquisition Corp. of its Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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| November 24, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 7613R205 REVELSTONE CAPITAL Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock |
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| November 24, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. May 24, 2021 Revelstone Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Acquisition Corp.”. The original certificate of incorporation of the Corporation was fi |
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| November 24, 2021 |
EX-99.3 24 tm2122267d4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Revelstone Capital Acquisition Corp. of its Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 |
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| November 24, 2021 |
Exhibit 10.2 Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securi |
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| November 24, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Revelstone Capital, LLC Exhibit 10.6 Form of SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Revelstone Capital, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offe |
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| November 24, 2021 |
Form of Investment Agreement by and among the Registrant, sponsor and the anchor investors. Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the “SPAC”), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the parties set forth on Exhibit A attached hereto (each, an “Investor”). WHEREAS, in connection with the initia |
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| November 24, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Revelstone Capital Acquisition Corp. of its Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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| November 24, 2021 |
Exhibit 10.8 Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 November, 2021 Revelstone Capital, LLC 14350 Myford Road Irvine, CA 92606 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”) and Revelstone Capital, LLC, a Delaware limited liability company ( |
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| November 24, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “REVELSTONE ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE FIFTH DAY OF APRIL, A.D. 2021, AT 8:33 O`CLOCK A.M. 5782308 8100 Authentication: 202896059 SR# 20211166565 Date: 04-05-21 You may v |
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| November 24, 2021 |
Certificate of Amendment to the Certificate of Incorporation Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. The undersigned, for the purposes of amending the Amended and Restated Certificate of Incorporation of Revelstone Acquisition Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby cer |
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| November 24, 2021 |
Bylaws of Revelstone Capital Acquisition Corp. Exhibit 3.5 BY-LAWS OF Revelstone Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Director |
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| November 24, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Roth Capital Partners, LLC listed under “Roth Parties” |
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| November 24, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2122267d4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 15,000,000 Units REVELSTONE CAPITAL ACQUISITION CORP. Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant UNDERWRITING AGREEMENT [●], 2021 [●], 2021 BofA Securities, Inc. Roth Capital Partners, LLC As Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New |
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| November 24, 2021 |
G. Alex Weniger-Araujo Partner 345 Park Avenue Direct 212.407.4063 New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 [email protected] November 24, 2021 Paul Cline Division of Corporation Finance Office of Real Estate and Construction U. S. Securities and Exchange Commission 100 5th Street, N.E. Washington, DC 20549 Re: Revelstone Capital Acquisition Corp. Draft Registration Statement on Form |
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| November 24, 2021 |
Exhibit 10.5 Revelstone Capital Acquisition Corp. 14350 Myford Rd Irvine, CA 92606 May 11, 2021 Revelstone Capital, LLC 14350 Myford Rd Irvine, CA 92606 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on May 11, 2021 by and between Revelstone Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Revelstone Ca |
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| November 24, 2021 |
Specimen Common Stock Certificate. Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 7613R106 REVELSTONE CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF REVELSTONE CAPITAL ACQUISITION CORP. (THE “COMPANY”) transferable |
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| November 24, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Company and the Registrant Exhibit 4.4 FORM OF WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “ |
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| November 24, 2021 |
Promissory Note, dated May 11, 2021, issued to Revelstone Capital, LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 24, 2021 |
Power of Attorney (included on signature page to the initial filing of the Registration Statement) TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 24, 2021 Registration No. 333-? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Revelstone Capital Acquisition Corp. (Exact name of registrant as specified in its charter) ? Delaware ? ? 6770 ? ? 87-1511157 ? ? (St |
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| November 24, 2021 |
Form of Code of Ethics and Business Conduct Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF REVELSTONE ACQUISITION CORP. ADOPTED ON [●], 2021 1. Introduction The Board of Directors (the “Board”) Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, |
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| November 24, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself t |
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| November 24, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1 (File No. 333- |
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| August 30, 2021 |
EX-10.1 7 filename7.htm Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| August 30, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. May 24, 2021 EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. May 24, 2021 Revelstone Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Revelstone Acquisition Corp.”. The original certificate of incorporation of |
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| August 30, 2021 |
Revelstone Acquisition Corp. ARTICLE I OFFICES Exhibit 3.5 BY-LAWS OF Revelstone Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Director |
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| August 30, 2021 |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. EX-3.3 4 filename4.htm Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF REVELSTONE ACQUISITION CORP. The undersigned, for the purposes of amending the Amended and Restated Certificate of Incorporation of Revelstone Acquisition Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ |
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| August 30, 2021 |
Exhibit 4.4 WARRANT AGREEMENT This agreement (?Agreement?) is made as of [?], 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the ?Warrant |
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| August 30, 2021 |
Revelstone Capital Acquisition Corp. 14350 Myford Rd Irvine, CA 92606 EX-10.5 8 filename8.htm Exhibit 10.5 Revelstone Capital Acquisition Corp. 14350 Myford Rd Irvine, CA 92606 May 11, 2021 Revelstone Capital, LLC 14350 Myford Rd Irvine, CA 92606 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on May 11, 2021 by and between Revelstone Capital LLC, a Delaware limited liability company (the “Subscriber” or “ |
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| August 30, 2021 |
TABLE OF CONTENTS This is a confidential submission to the U.S. Securities and Exchange Commission on August 30, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Revelstone Capital Acquisition Corp. (Exact name of |
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| August 30, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “REVELSTONE ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE FIFTH DAY OF APRIL, A.D. 2021, AT 8:33 O`CLOCK A.M. 5782308 8100 Authentication: 202896059 SR# 20211166565 Date: 04-05-21 You may v |
