Current Report Filing (8-k)
26 Mai 2023 - 10:37PM
Edgar (US Regulatory)
0001874218
false
0001874218
2023-05-26
2023-05-26
0001874218
rcac:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember
2023-05-26
2023-05-26
0001874218
us-gaap:CommonClassAMember
2023-05-26
2023-05-26
0001874218
rcac:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2023-05-26
2023-05-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
14350 Myford Road
Irvine, CA 92606
(Address of principal executive offices, including
zip code)
(949) 751-7518
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
|
RCACU |
|
The Nasdaq Stock Market, LLC |
|
|
|
|
|
Class A Common Stock, par value $0.0001 per share |
|
RCAC |
|
The Nasdaq Stock Market, LLC |
|
|
|
|
|
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
RCACW |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 24, 2023, Revelstone Capital Acquisition
Corp., a Delaware corporation (the “Company”) received a notification letter (the “Notice”) from
the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the
Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “10-Q”)
with the Securities and Exchange Commission (the “SEC”), the Company was not in compliance with the requirements for
continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).
The notification letter has no immediate effect
on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states that the Company has 60 calendar
days from the date of the Notice, or July 24, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the
Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the
10-Q, or November 20, 2023, to file the 10-Q to regain compliance.
On May 25, 2023 the Company filed its 10-Q to regain
compliance with the Listing Rule.
Item 7.01 Regulation FD Disclosure.
A press release, dated May 26, 2023, disclosing
the Company’s receipt of the Notice referenced above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of
this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information
that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Words such as “anticipate”, “estimate”, “expect”,
“project”, “plan”, “intend”, “believe”, “may”, “might”, “will”,
“should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements.
These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events,
which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters
that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those
expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the Company’s ability
to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with Listing
Rule, the Company’s ability to become current with its reports with the SEC, and the risk that the completion and filing of the
10-Q will take longer than expected. For additional information about factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except to the extent required by applicable laws.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
REVELSTONE CAPITAL ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Morgan Callagy |
|
|
Name: |
Morgan Callagy |
|
|
Title: |
Co-Chief Executive Officer |
|
|
|
Dated: May 26, 2023 |
|
|
Revelstone Capital Acqui... (NASDAQ:RCAC)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Revelstone Capital Acqui... (NASDAQ:RCAC)
Historical Stock Chart
Von Jun 2023 bis Jun 2024