RCACU Revelstone Capital Acquisition Corporation

 

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 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 ☒

 

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 December 21, 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 February 21, 2024, with no additional payment into the Company’s trust account (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 December 21, 2023, the Company filed an amendment to its second amended and restated certificate of incorporation (the “Charter”) with the Delaware Secretary of State on December 21, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination to February 21, 2024.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 21, 2023, the Company held the Special Meeting. On November 10, 2023, the record date for the Special Meeting, there were 7,644,819 shares of common stock entitled to be voted at the Special Meeting. This includes 7,644,814 shares of Class A Shares, and five Class B Shares (together being the outstanding shares of the Company’s common stock, referred to as the “Shares”). At the meeting, 5,908,118 or 77.28% 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:

 

1.	Charter Amendment

 

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 February 21, 2024. Adoption of the Charter Amendment required approval by the affirmative vote of at least 65% of the Company’s Shares. The voting results, representing 76.94% of the Company’s Shares, were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,881,973		25,745		400		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. 

 

2.	Trust Amendment

 

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 February 21, 2024 with no additional payments to the Company’s trust account. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of the Company’s Shares. The voting results, representing 76.94% of the Company’s Shares, were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,881,973		25,745		400		0

   

Item 7.01 Regulation FD Disclosure

 

On December 27, 2023, the Company issued a press release (the “Release”) announcing that the special meeting for stockholders to approve the proposed business combination with Set Jet, Inc. is adjourned until Friday, December 29, 2023 at 12:00 p.m. EST. A copy of the Release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

 

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, 2,233,788 shares were tendered for redemption. As a result, approximately $24 million (approximately $10.80 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.

  

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

  

Exhibit No.		Description
3.1		Amendment No. 2 to the Second Amended and Restated Certificate of Incorporation of Revelstone Capital Acquisition Corp. dated December 21, 2023
10.1		Amendment to the investment management trust agreement of December 16, 2021, between Revelstone Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated December 21, 2023
99.1		Press Release dated December 27, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

  

 

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: December 28, 2023

 

 

3

 

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 Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 5, 2021. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 24, 2021, as amended by the certificate of amendment to the certificate of incorporation of the Corporation filed with the Secretary of State of the State of Delaware on June 21, 2021. The Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on December 16, 2021 (the “Second Amended and Restated Certificate”). An amendment to the Second Amended and Restated Certificate was filed with the Secretary of State of Delaware on June 15, 2023.

 

2. This Amendment No. 2 to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.

 

3. This Amendment to the Second Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4. The text of Paragraph 9.1(a) and 9.1(b) of Article NINE is hereby amended and restated to read in full as follows:

 

“9.1 (a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

 

(b). Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination; (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by February 21, 2024 (, the “Last Date”); or (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Second Amended and Restated Certificate, as amended (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.

 

 

IN WITNESS WHEREOF, Revelstone Capital Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

REVELSTONE CAPITAL ACQUISITION CORP.
By:	/s/ Morgan Callagy
	Name:	Morgan Callagy
	Title:	Co-Chief Executive Officer

 

 

2

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 shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement on December 16, 2021, as amended on June 15, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at a Special Meeting of the Company held on December 21, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s second amended and restated certificate of incorporation (the “2nd A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination until February 21, 2024; and

 

NOW THEREFORE, IT IS AGREED:

 

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by February 21, 2024 (the “Last Date”), without further payment into the Trust Account, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”

 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
	Name:	Francis Wolf
	Title:	Vice President
REVELSTONE CAPITAL ACQUISITION CORP.
By:	/s/ Morgan Callagy
	Name:	Morgan Callagy
	Title:	Co-Chief Executive Officer

 

 

2

 

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 that it has adjourned the meeting for shareholders to approve the proposed business combination (the “Business Combination”) with Set Jet, Inc. (“Set Jet”) to Friday, December 29, 2023 at 12:00 p.m. EST (the “BC Special Meeting”). The Meeting will still be held virtually via live webcast at https://www.cstproxy.com/revelstonecapital/sm2023.

 

Shareholders of record as of the close of business on November 10, 2023 (the “Record Date”) are entitled to vote at the Meeting. Shareholders who have not yet done so are encouraged to vote as soon as possible. If any such shareholders have questions or need assistance in connection with the Meeting, please contact the Company’s proxy solicitor, Advantage Proxy, Inc, by calling 877-870-8565, or by emailing ksmith@advantageproxy.com. RCAC stockholders who hold shares in “street name” (i.e., stockholders whose shares are held of record by a broker, bank, or other nominee) should contact their broker, bank, or nominee to ensure that their shares are voted.

 

Shareholders may withdraw redemptions with the Company’s consent at any time until the closing of the business combination. Shareholders may request to reverse their redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, or by email at spacredemptions@continentalstock.com.

 

About Set Jet, Inc.

 

Set Jet, Inc. is a membership-driven technology company facilitating luxurious “buy a seat, not the jet” private jet charters for its Members to enjoy the ultimate travel experience at a fraction of the cost of a typical private jet charter. Set Jet’s proprietary technology platform enables security pre-screened and approved Members to self-aggregate and share a private jet charter between frequently traveled destinations to many of the West Coast’s top destinations including Aspen, Cabo San Lucas, Las Vegas, Los Angeles, Orange County, San Diego, Salt Lake City, and Scottsdale. The Company’s asset-light business model means it neither owns nor operates any aircraft. Professional Part 135 on-demand charter operator partners provide aircraft for Member charters, pilots, and related aircraft services. The Company liaisons between its Members and the charter operator to help seamlessly assure a positive Member experience. The Company also staffs cabin hostesses for each flight and its ground operations personnel assist Member travelers with their charter journey. For more information please visit: https://setjet.com/.

 

About Revelstone Capital Acquisition Corp.

 

Revelstone Capital Acquisition Corp. is a blank check company whose business purpose is to affect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company is led by its Co-Chief Executive Officers, Morgan Callagy and Daniel Neukomm. For more information please visit: http://revelstonecapital.com/.

 

 

Important Information About the Proposed Business Combination and Where to Find It

 

In connection with the proposed Business Combination, RCAC has filed a proxy statement/prospectus with the SEC. The definitive proxy statement/prospectus and other relevant documents will be sent or given to the stockholders of RCAC as of the Record Date, and will contain important information about the proposed Business Combination and related matters. Stockholders of RCAC and other interested persons are advised to read the definitive proxy statement/prospectus and any amendments thereto, in connection with the meeting of stockholders to be held to approve, among other things, the proposed Business Combination because the proxy statement will contain important information about RCAC, Set Jet and the proposed Business Combination. The definitive proxy statement/prospectus will be mailed to RCAC stockholders of record as of November 10, 2023, in order to vote on the proposed Business Combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to RCAC as set forth below.

 

Participants in the Solicitation

 

RCAC, Set Jet, and their respective directors and officers may be deemed to be participants in the solicitation of proxies from RCACs’ stockholders in connection with the proposed Business Combination. Information about the directors and executive officers of RCAC and a description of their interests in RCAC and the proposed Business Combination are set forth in the definitive proxy statement/prospectus for the proposed Business Combination, and which can be obtained free of charge from the sources indicated above. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RCAC’s stockholders in connection with the proposed Business Combination is also set forth in the definitive proxy statement/prospectus for the proposed Business Combination. You may obtain free copies of these documents as described above.

 

Important Cautions Regarding Forward-Looking Statements

 

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Set Jet following the proposed Business Combination; (3) changes in the market for Set Jet’s services and technology, expansion plans and opportunities; (4) Set Jet’s unit economics; (5) the sources and uses of cash in connection with the proposed Business Combination; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (7) the projected technological developments of Set Jet; (8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect of these investments; (11) the amount of redemption requests made by RCAC’s public stockholders; (12) the ability of the combined company to issue equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash at closing requirements; (14) the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the proposed Business Combination; and (15) expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of RCAC’s and Set Jet’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of RCAC and Set Jet. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in RCAC’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 27, 2023, in RCAC’s other filings with the SEC, in RCAC’s IPO prospectus, dated December 16, 2021, and in the Registration Statement and the other documents that RCAC has filed, or will file, with the SEC relating to the proposed Business Combination. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither RCAC nor Set Jet presently know or that RCAC and Set Jet currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect RCAC’s and Set Jet’s expectations, plans or forecasts of future events and views as of the date of this press release. RCAC and Set Jet anticipate that subsequent events and developments will cause RCAC’s and Set Jet’s assessments to change. However, while RCAC and Set Jet may elect to update these forward-looking statements at some point in the future, RCAC and Set Jet specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing RCAC’s and Set Jet’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

No Offer or Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of RCAC, the Company or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Contacts

 

Revelstone Capital Acquisition Corp

Morgan Callagy

Co-Chief Executive Officer

14350 Myford Road

Irvine, CA 92606

morgan@revelstonecap.com

949.428.2888

 

Set Jet Investor Relations

Shannon Devine

MZ North America

SetJet@mzgroup.us

203.741.8811

 

Set Jet Media

Olivia Jones

Director of Marketing

marketing@setjet.com

480.264.6500

 

Source: Set Jet, Revelstone Capital Acquisition Corp.

 

 

3

v3.23.4

Cover	Dec. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41178
Entity Registrant Name	REVELSTONE CAPITAL ACQUISITION CORP.
Entity Central Index Key	0001874218
Entity Tax Identification Number	87-1511157
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	14350 Myford Road
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92606
City Area Code	949
Local Phone Number	751-7518
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	RCACU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	RCAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	RCACW
Security Exchange Name	NASDAQ

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