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    Revelstone Capital Acquisition Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    1/5/24 8:45:12 AM ET
    $RCAC
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    Get the next $RCAC alert in real time by email
    false 0001874218 0001874218 2024-01-05 2024-01-05 0001874218 RCAC:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember 2024-01-05 2024-01-05 0001874218 RCAC:ClassCommonStockParValue0.0001PerShareMember 2024-01-05 2024-01-05 0001874218 RCAC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockFor11.50PerShareMember 2024-01-05 2024-01-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): January 5, 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 7.01 Regulation FD Disclosure

     

    On January 5, 2024, Revelstone Capital Acquisition Corp. (the “Company”) issued a press release (the “Release”) announcing its decision to cancel its special meeting of stockholders to approve the proposed business combination with Set Jet, Inc. 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 9.01. Financial Statements and Exhibits

     

    (c) Exhibits:

      

    Exhibit No.   Description
    99.1   Press Release dated January 5, 2024
    104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

      

     

    1

     

     

    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: January 5, 2024    

     

     

    2

     

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