Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Février 2024 - 11:17PM
Edgar (US Regulatory)
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)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1 (b) |
|
|
☐ |
Rule
13d-1 (c) |
|
|
☒ |
Rule
13d-1 (d) |
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s))
Page
1 of 6 Pages
CUSIP
No. G2365L101 |
13G |
Page
2 of 6 Pages |
1
|
|
NAME
OF REPORTING PERSON
Daniel
Neukomm |
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
3
|
|
SEC
USE ONLY
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE
VOTING POWER
1,045,847
(1) |
|
6
|
|
SHARED
VOTING POWER
0 |
|
7
|
|
SOLE
DISPOSITIVE POWER
1,045,847
(1) |
|
8
|
|
SHARED
DISPOSITIVE POWER
0 |
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,045,847
(1) |
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ |
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.33%(2) |
12
|
|
TYPE
OF REPORTING PERSON*
IN |
(1) |
Includes 1,045,847 shares
of Common Stock, of which Daniel Neukomm owns 550,359 shares of Class A Common Stock and 2 shares of Class B common stock (which
automatically convert into shares of Class A common stock upon completion of the business combination). Includes 495,486
shares of Common Stock held by La Jolla Group, Inc. Daniel Neukomm has voting and investment control over the shares held by La Jolla
Group, Inc. |
(2) |
Percentage is calculated
based on 5,411,031 shares issued and outstanding as of December 31, 2023 which includes 5,411,026 shares of Class A common stock
and five shares of Class B common stock. |
CUSIP
No. 73245B107 |
13G |
Page
3 of 6 Pages |
Item 1.
|
(a) |
Name
of Issuer: Revelstone Capital Acquisition Corp. |
|
(b) |
Address
of Issuer’s Principal Executive Offices: 14350 Myford Road, Irvine, CA 92606 |
Item 2.
|
(a) |
Name
of Person Filing: |
Daniel
Neukomm
|
(b) |
Address
of Principal Business Office or if none, Residence: |
Daniel
Neukomm:
c/o
Revelstone Capital Acquisition Corp., 14350 Myford Road, Irvine, CA 92606
Daniel
Neukomm - USA
|
(d) |
Title
of Class of Securities:
Class
A common stock, $0.0001 par value per share |
|
(e) |
CUSIP
Number: 76137R205 |
|
(a) |
Amount
Beneficially Owned: |
Daniel Neukomm – 1,045,847
La
Jolla Group Inc. holds 495,486 shares of Class A common stock. Daniel Neukomm is the managing member. By virtue of this relationship,
Mr. Neukomm may be deemed the beneficial owner of the securities held of record by La Jolla Group, Inc. Mr. Neukomm disclaims any such
beneficial ownership except to the extent of his pecuniary interest.
CUSIP
No. 76137R1061 |
13G |
Page
4 of 6 Pages |
Daniel Neukomm: 19.33%
The foregoing percentages are based 5,411,031 shares issued and outstanding as of December 31, 2023 which includes 5,411,026 shares of
Class A common stock and five shares of Class B common stock.
Daniel
Neukomm:
|
(i) |
sole
power to vote or to direct the vote: 1,045,847 |
|
(ii) |
shared
power to vote or to direct the vote: 0 |
|
(iii) |
sole
power to dispose or to direct the disposition of: 1,045,847 |
|
(iv) |
shared
power to dispose or to direct the disposition of: 0 |
CUSIP
No. G2365L101 |
13G |
Page
5 of 6 Pages |
Item 5. |
Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following:
Not
Applicable. |
Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person: Not Applicable |
Item 7. |
Identification
and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
Item 8. |
Identification
and Classification of Members of the Group: Not Applicable |
Item 9. |
Notice
of Dissolution of Group: Not Applicable |
Item 10. |
Certifications:
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
|
CUSIP
No. G2365L101 |
13G |
Page
6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
February
14, 2024
|
Daniel
Neukomm |
|
|
|
|
By |
/s/
Daniel Neukomm |
|
Name: |
Daniel
Neukomm |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath his signature.
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