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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):
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:
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
Exhibit 99.1
Revelstone Capital Acquisition Corp. Cancels
Special Meeting to Approve Business Combination with Set Jet
~ Revelstone’s Special Meeting on Friday,
January 5, 2024, at 1:00 pm EST is Cancelled ~
SCOTTSDALE, AZ, and NEW YORK, NY, January 5, 2024
- Revelstone Capital Acquisition Corp. (the “Company” or “RCAC”) (NASDAQ: RCAC), a publicly traded
special purpose acquisition company, today announced that it has cancelled the meeting that was scheduled for Friday, January 5, 2024
at 1:00 p.m. EST, and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’s
definitive proxy statement/prospectus initially filed by RCAC with the SEC on December 13, 2023 (the “Proxy Statement/Prospectus”)
in connection with the proposed business combination (the “Business Combination”) with Set Jet, Inc. (“Set
Jet”), until a new special meeting has been scheduled. As a result of the cancellation, redemption requests submitted for RCAC’s
shares of Class A common stock will not be accepted.
The conditions to closing of the Business Combination,
as described in the Proxy Statement/Prospectus, have not yet been satisfied. The parties are working together to expeditiously satisfy
such closing conditions, including obtaining the approval of Nasdaq to list the post-combination company’s common stock following
the closing of the Business Combination. There can be no assurance that the Business Combination will be consummated within the time period
required by RCAC governing documents.
The Company plans to reschedule the meeting for
stockholders to approve the Business Combination (the “Special Meeting”) at a time and date to be determined once a
new record date has been established for stockholders of record on such date (the “Record Date”) to vote upon proposals
to approve the Business Combination and related matters. Proxy materials containing the new time and date for the Special Meeting, the
new redemption deadline date, the proposals to approve the Business Combination and related matters, will then be sent to stockholders
of record as of the Record Date.
About Set Jet, Inc.
Set Jet, Inc. is a membership-driven technology
company facilitating luxurious “buy a seat, not the jet” private jet charters for its Members to enjoy the ultimate travel
experience at a fraction of the cost of a typical private jet charter. Set Jet’s proprietary technology platform enables security
pre-screened and approved Members to self-aggregate and share a private jet charter between frequently traveled destinations to many of
the West Coast’s top destinations including Aspen, Cabo San Lucas, Las Vegas, Los Angeles, Orange County, San Diego, Salt Lake City,
and Scottsdale. The Company’s asset-light business model means it neither owns nor operates any aircraft. Professional Part 135
on-demand charter operator partners provide aircraft for Member charters, pilots, and related aircraft services. The Company liaisons
between its Members and the charter operator to help seamlessly assure a positive Member experience. The Company also staffs cabin hostesses
for each flight and its ground operations personnel assist Member travelers with their charter journey. For more information please visit:
https://setjet.com/.
About Revelstone Capital Acquisition Corp.
Revelstone Capital Acquisition Corp. is a blank
check company whose business purpose is to affect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or entities. The Company is led by its Co-Chief Executive Officers, Morgan
Callagy and Daniel Neukomm. For more information please visit: http://revelstonecapital.com/.
Important Information About the Proposed Business
Combination and Where to Find It
In connection with the proposed Business Combination,
RCAC has filed a proxy statement/prospectus with the SEC. The definitive proxy statement/prospectus and other relevant documents will
be sent or given to the stockholders of RCAC as of the Record Date and will contain important information about the proposed Business
Combination and related matters. Stockholders of RCAC and other interested persons are advised to read the definitive proxy statement/prospectus
and any amendments thereto, in connection with the meeting of stockholders to be held to approve, among other things, the proposed Business
Combination because the proxy statement will contain important information about RCAC, Set Jet and the proposed Business Combination.
The definitive proxy statement/prospectus is expected to be mailed to RCAC stockholders of record as of a new record date to be determined,
in order to vote on the proposed Business Combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus,
without charge, at the SEC’s website at www.sec.gov or by directing a request to RCAC as set forth below.
Participants in the Solicitation
RCAC, Set Jet, and their respective directors
and officers may be deemed to be participants in the solicitation of proxies from RCACs’ stockholders in connection with the proposed
Business Combination. Information about the directors and executive officers of RCAC and a description of their interests in RCAC and
the proposed Business Combination are set forth in the definitive proxy statement/prospectus for the proposed Business Combination, and
which can be obtained free of charge from the sources indicated above. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to RCAC’s stockholders in connection with the proposed Business Combination is
also set forth in the definitive proxy statement/prospectus for the proposed Business Combination. You may obtain free copies of these
documents as described above.
Important Cautions Regarding Forward-Looking
Statements
The disclosure herein includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding
estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references
with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Set Jet
following the proposed Business Combination; (3) changes in the market for Set Jet’s services and technology, expansion plans and
opportunities; (4) Set Jet’s unit economics; (5) the sources and uses of cash in connection with the proposed Business Combination;
(6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination;
(7) the projected technological developments of Set Jet; (8) current and future potential commercial and customer relationships; (9) the
ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect
of these investments; (11) the amount of redemption requests made by RCAC’s public stockholders; (12) the ability of the combined
company to issue equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash at closing requirements;
(14) the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed Business
Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards
in connection with the consummation of the proposed Business Combination; and (15) expectations related to the terms and timing of the
proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and
on the current expectations of RCAC’s and Set Jet’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of RCAC and Set
Jet. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in RCAC’s Annual Report on Form 10-K for the
year ended December 31, 2022, which was filed with the SEC on March 27, 2023, in RCAC’s other filings with the SEC, in RCAC’s
IPO prospectus, dated December 16, 2021, and in the Registration Statement and the other documents that RCAC has filed, or will file,
with the SEC relating to the proposed Business Combination. If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not
exhaustive, and there may be additional risks that neither RCAC nor Set Jet presently know or that RCAC and Set Jet currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect RCAC’s and Set Jet’s expectations, plans or forecasts of future events and views as of the date of this
press release. RCAC and Set Jet anticipate that subsequent events and developments will cause RCAC’s and Set Jet’s assessments
to change. However, while RCAC and Set Jet may elect to update these forward-looking statements at some point in the future, RCAC and
Set Jet specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing RCAC’s
and Set Jet’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and
shall not constitute an offer to sell or a solicitation of an offer to buy the securities of RCAC, the Company or the combined company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts
Revelstone Capital Acquisition Corp
Morgan Callagy
Co-Chief Executive Officer
14350 Myford Road
Irvine, CA 92606
morgan@revelstonecap.com
949.428.2888
Set Jet Investor Relations
Shannon Devine
MZ North America
SetJet@mzgroup.us
203.741.8811
Set Jet Media
Olivia Jones
Director of Marketing
marketing@setjet.com
480.264.6500
Source: Set Jet, Revelstone Capital Acquisition
Corp.
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Revelstone Capital Acqui... (NASDAQ:RCACU)
過去 株価チャート
から 9 2024 まで 10 2024
Revelstone Capital Acqui... (NASDAQ:RCACU)
過去 株価チャート
から 10 2023 まで 10 2024