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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): 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 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved
by its stockholders at the Special Meeting held on February 21, 2024, Revelstone Capital Acquisition Corp. (the “Company”),
filed an amendment to its second amended and restated certificate of incorporation (the “Charter”) with the Delaware
Secretary of State on February 21, 2024 (the “Charter Amendment”), giving the Company the right to extend the date
by which it has to complete a business combination to May 21, 2024. However because the Company has determined that it will be unable
to consummate the Merger or any other initial business combination in the timeframe provided in the Charter, the Company will be required
to liquidate and dissolve as soon as reasonably practicable.
Item
8.01. Other Events.
The board of directors
of Revelstone has determined that the Company will not be able to complete the Merger or any other initial business combination within
the timeframe provided in the Company’s Charter, and the Company will therefore liquidate and dissolve in accordance with its terms.
The Company will redeem all of the outstanding public shares of common stock that were included in the units issued in its initial public
offering (the “Public Shares”). Accordingly, the Company is working with the trustee to effect the liquidation in accordance
with the terms of its Charter and as set forth in the prospectus issued in connection with the Company’s initial public offering.
In order to provide for
the disbursement of funds from the Company’s trust account (the “Trust Account”), the Company has instructed
the trustee of the Trust Account, to take all necessary actions to liquidate the securities held in the Trust Account. The proceeds of
the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record
holders of the Public Shares will receive their pro rata portion of the proceeds of the Trust Account (less $100,000 interest to pay dissolution
expenses) by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial
owners of the Public Shares held in “street name,” however, will not need to take any action in order to receive the expected
per-share redemption price. The redemption of the Public Shares is expected to be completed as soon as possible.
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.
|
REVELSTONE CAPITAL ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Morgan Callagy |
|
|
Name: |
Morgan Callagy |
|
|
Title: |
Co-Chief Executive Officer |
|
|
|
Dated: February 27, 2024 |
|
|
3
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 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. An amendment to the Second Amended and Restated Certificate was filed with the Secretary of State
of Delaware on December 21, 2023.
2. This Amendment No. 3 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 May 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 |
|
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