Current Report Filing (8-k)

 

 

 

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		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)

 

[phone]

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 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:

 

 2

 

 

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 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			AGAINST			ABSTAIN			BROKER NON-VOTES
14,076,658			30,000			0			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 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			AGAINST			ABSTAIN			BROKER NON-VOTES
14,076,658			30,000			0			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:

  

Exhibit No.		Description
3.1		Amendment to the Second Amended and Restated Certificate of Incorporation of Revelstone Capital Acquisition Corp. dated June 15, 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 June 14, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 3

 

 

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: June 15, 2023

 

 4