Current Report Filing (8-k)
15 Juni 2023 - 10:56PM
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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 |
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001-41178 |
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87-1511157 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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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 |
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RCACU |
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The Nasdaq Stock Market, LLC |
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Class A Common Stock, par value $0.0001 per share |
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RCAC |
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The Nasdaq Stock Market, LLC |
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Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
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RCACW |
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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 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders
at the special meeting of stockholders held on June 14, 2023 (the “Special Meeting”), Revelstone Capital Acquisition
Corp. (the “Company”) entered into an amendment to the investment management trust agreement dated as of December 16,
2021, with Continental Stock Transfer & Trust Company (the “Trust Amendment”). Pursuant to the Trust Amendment,
the Company has the right to extend the time to complete a business combination until December 21, 2023, on a month-to-month basis by
depositing into the Company’s trust account $90,000 for each one month extension (the “Extension”).
The foregoing description
of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment,
filed hereto as Exhibit 10.1, and is incorporated by reference herein.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Special Meeting held on June 14, 2023, the Company filed an amendment to its second amended and restated
certificate of incorporation (the “Charter”) with the Delaware Secretary of State on June 15, 2023 (the “Charter
Amendment”), (a) giving the Company the right to extend the date by which it has to complete a business combination to December
21, 2023, and (b) to change Section 9.2 (a) of the Charter to remove the net tangible asset requirement so that the Company need not have
net tangible assets of at least $5,000,001 to consummate a business combination.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, the Company
held the Special Meeting. On May 19, 2023, the record date for the Special Meeting, there were 20,625,000 shares of common stock entitled
to be voted at the Special Meeting. This includes 16,500,000 shares of Class A Shares, and 4,125,000 Class B Shares (together being the
outstanding shares of the Company’s common stock, referred to as the “Shares”). At the meeting, 14,106,658 or
68.4% of such Shares were represented in person or by proxy.
The final results for each
of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Stockholders approved the
proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business
combination to December 21, 2023, on a month-to-month basis, and (b) to change Section 9.2 (a) of the Charter to remove the net tangible
asset requirement so that the Company is not required to have net tangible assets of at least $5,000,001 to consummate a Business Combination.
Adoption of the Charter Amendment required approval by the affirmative vote of at least 65% of the Company’s Shares. The voting
results, representing 68.4% of the Company’s Shares, were as follows:
FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
14,076,658 |
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30,000 |
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0 |
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0 |
On June 15, 2023, the Company filed the Charter Amendment with the
Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Stockholders approved the
proposal to amend the Company’s investment management trust agreement, dated as of December 10, 2021 by and between the Company
and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination until December
21, 2023, on a month-to-month basis with payments to the Company’s trust account of $90,000 for each one-month extension. Adoption
of the Trust Amendment required approval by the affirmative vote of at least 65% of the Company’s Shares. The voting results, representing
68.4% of the Company’s Shares, were as follows:
FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
14,076,658 |
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30,000 |
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0 |
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0 |
Item 8.01. Other Events.
In
connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on June 14, 2023, 12,980,181 shares
were tendered for redemption. As a result, approximately $134 million (approximately $10.35 per share) will be removed from the Company’s
trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company,
such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 3,519,819 shares
of Class A common stock outstanding, and approximately $36.4 million will remain in the Company’s trust account.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
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.
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REVELSTONE CAPITAL ACQUISITION CORP. |
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By: |
/s/ Morgan Callagy |
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Name: |
Morgan Callagy |
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Title: |
Co-Chief Executive Officer |
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Dated: June 15, 2023 |
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