As previously reported on
a Current Report on Form 8-K filed by Revelstone Capital Acquisition Corp. (the “Company”) on December 22,
2021 (the “Initial Form 8-K”), on December 16, 2021, the Company completed its initial public offering (the
“IPO”) of 15,000,000 units the (“Units”). Each Unit consists of one share of Class A common
stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Public
Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an
exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File
No. 333-261352, the “Registration Statement”). The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $150,000,000.
On January 11,
2022, the underwriters partially exercised the over-allotment option to purchase 1,500,000 additional Units (the
“Additional Units”) at $10.00 per Additional Unit, which closed on January 13, 2022, generating additional gross
proceeds of $15,000,000. Since the over-allotment was not exercised in full, 187,500 shares of the 4,312,500 shares of Class B
common stock, par value $0.0001 per share (the “Founder Shares”), were forfeited by the holders thereof for no
consideration.
As previously reported on
the Initial Form 8-K, simultaneously with the consummation of the IPO, the Company consummated the private placement (the “Private
Placement”) of an aggregate of 5,800,000 private placement warrants (the “Private Warrants”), at a purchase
price of $1.00 per Private Warrant, of which 5,050,000 Private Warrants were sold to Revelstone Capital, LLC (the “Sponsor”)
and 750,000 Private Warrants were sold to Roth Capital Partners, LLC, one of the representatives of the underwriters (“Roth”),
generating gross proceeds to the Company of $5,800,000. The Private Warrants are identical to the Public Warrants sold in the IPO, except
as otherwise disclosed in the Registration Statement.
On January 13, 2022,
simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Warrants to the
Sponsor at $1.00 per additional Private Warrant (the “Additional Private Warrants”), generating additional gross proceeds
of $450,000.
A total of $15,150,000 of
the net proceeds from the sale of the Additional Units and the Additional Private Warrants was deposited in a trust account established
for the benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee,
bringing the aggregate proceeds held in the Trust Account to $166,650,000.
An audited balance sheet as
of December 21, 2021 reflecting receipt of the net proceeds from the IPO and the Private Placement, but not the net proceeds from
the sale of the Additional Units and the Additional Private Warrants, had been prepared by the Company and previously filed on Form 8-K
on December 29, 2021. The Company’s unaudited pro forma balance sheet as of December 21, 2021 reflecting receipt of the
net proceeds from the sale of the Additional Units and Additional Private Warrants is attached hereto as Exhibit 99.1.
A copy of the press release
issued by the Company announcing the partial exercise of the underwriters’ over-allotment option is attached hereto as Exhibit 99.2
and incorporated by reference herein.