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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): December 22, 2023 (December 18, 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.
The disclosure contained
in Item 2.03 is incorporated by reference in this Item 1.01
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 18, 2023,
Revelstone Capital Acquisition Corp. (the “Company”) issued one unsecured promissory note (the “Note”)
in an amount of $100,000, to La Jolla Group (“Sponsor”), for working capital. The Note does not bear interest and matures
upon closing of a business combination by the Company.
The foregoing description
of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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: December 22, 2023 |
|
|
Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $100,000 |
Dated as of December 18, 2023 |
Revelstone Capital Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of La Jolla Group or its registered assigns
or successors in interest (the “Payee”) the principal sum of One Hundred Thousand Dollars ($100,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (the
“Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Note shall be payable promptly after the earlier to occur
of December 21, 2023, or the date on which the Maker consummates an initial business combination (a “Business Combination”)
with a target business (as described in its initial public offering prospectus dated December 16, 2021 (the “Prospectus”)).
The principal balance may not be prepaid without the consent of the Payee. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Note. |
| 3. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days. |
| (a) | Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice
to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. |
| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party
may designate by notice in accordance with this Section: |
If to Maker:
Revelstone Capital Acquisition Corp.
14350 Myford Road
Irvine, CA 92606
Attn: Morgan Callagy
If to Payee:
La Jolla Group
c/o Revelstone Capital Acquisition Corp.
14350 Myford Road
Irvine, CA 92606
Attn: Daniel Neukomm
Notice shall be deemed given
on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date
reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery
service.
| 9. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising
out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection
with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
| 11. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. |
| 12. | Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust
account described in the Prospectus (the “Trust Account”), in an amount of approximately $36.4 million for the benefit
of the public stockholders and the underwriters of Maker’s initial public offering (the “Underwriters”) pursuant
to the certain investment management trust agreement, dated as of December 16, 2021, between the Maker and Continental Stock Transfer
& Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker
may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. |
Notwithstanding anything
herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to
any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a)
nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies
or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation
of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note)
so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing
herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are
not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination
and any assets that have been purchased or acquired with any such funds).
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require
as may be necessary to give full effect to this Promissory Note. |
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed on the day and year first above written.
|
Revelstone Capital Acquisition Corp. |
|
|
|
By: |
/s/ Morgan Callagy |
|
Name: |
Morgan Callagy |
|
Title: |
Co-Chief Executive Officer |
Accepted and Agreed: |
|
|
|
La Jolla Group |
|
|
|
By: |
/s/ Michael Pratt |
|
Name: |
Michael Pratt |
|
Title: |
Manager |
|
5
v3.23.4
Cover
|
Dec. 18, 2023 |
Document Type |
8-K
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Amendment Flag |
false
|
Document Period End Date |
Dec. 18, 2023
|
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
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Pre-commencement Tender Offer |
false
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Pre-commencement Issuer Tender Offer |
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Entity Emerging Growth Company |
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Elected Not To Use the Extended Transition Period |
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Trading Symbol |
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Security Exchange Name |
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Class A Common Stock, par value $0.0001 per share |
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Security Exchange Name |
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