Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 76137R 106
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13G
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Page 2 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Morgan Callagy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
|
|
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
607,491(1)
|
6
|
SHARED VOTING POWER
517,500(1) (2)
|
7
|
SOLE DISPOSITIVE POWER
607,491(1)
|
8
|
SHARED DISPOSITIVE POWER
517,500(1) (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,991(1) (2)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE OF REPORTING PERSON*
IN(1)(2)
|
(1)
Represent shares of Class B common stock that automatically convert into Class A shares of Common Stock upon consummation of a business
combination as more fully described in the Issuer’s final prospectus dated December 16, 2021.
(2)
Includes 517,500 shares of Class B common stock beneficially owned by La Jolla Group, Inc., over which Mr. Callagy has voting and dispositive
power.
CUSIP No. 76137R 106
|
13G
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Daniel Neukomm
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
|
|
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
607,491(1)
|
6
|
SHARED VOTING POWER
517,500(1) (2)
|
7
|
SOLE DISPOSITIVE POWER
607,491(1)
|
8
|
SHARED DISPOSITIVE POWER
517,500(1) (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,991(1) (2)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE OF REPORTING PERSON*
IN(1)(2)
|
(1)
Represent shares of Class B common stock that automatically convert into shares of Class A Common Stock upon consummation of a business
combination as more fully described in the Issuer’s final prospectus dated December 16, 2021.
(2)
Includes 517,500 shares of Class B common stock beneficially owned by La Jolla Group, Inc., over which Mr. Callagy has voting and dispositive
power.
CUSIP No. 76137R 106
|
13G
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Page 4 of 7 Pages
|
Item 1.
(a) Name of Issuer: Revelstone
Capital Acquisition Corp. (the “Issuer”).
(b) Address of Issuer's Principal
Executive Offices:
14350 Myford Road
Irvine, CA 92606
Item 2.
(a) Name of Person
Filing:
(i) Morgan Callagy
(ii) Daniel Neukomm
(b) Address of Principal
Business Office or if none, Residence:
c/o Revelstone Capital Acquisition Corp.
14350 Myford Road
Irvine, CA 92606
(c) Citizenship:
(i) Morgan Callagy United
States
(ii) Daniel Neukomm United
States
(d) Title of Class
of Securities: Class A Common Stock, $0.0001 par value
The shares of Class A common stock are
the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common stock will automatically convert
into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”)
on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”)
and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares
of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to
waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total
number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates
upon conversion of loans made to the Issuer).
(e) CUSIP Number:
76137R 106
CUSIP No. 76137R 106
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13G
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Page 5 of 7 Pages
|
Item 3. Not
Applicable
Item 4. Ownership.
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(a)
|
Amount Beneficially Owned:
|
(i) Morgan Callagy 1,124,991
shares. Includes 517,500 shares owned by La Jolla Group, Inc.
(ii) Daniel Neukomm 1,124,991
shares. Includes 517,500 shares owned by La Jolla Group, Inc.
(i) Morgan Callagy 5.8%
(ii) Daniel Neukomm 5.8%
The foregoing percentages are based on 19,312,500 shares
of common stock outstanding as of December 31, 2021.
|
(c)
|
Number of shares as to which such person has:
|
(i) sole power to
vote or to direct the vote:
(1) Morgan Callagy 607,491
(2) Daniel Neukomm 607,491
(ii) shared power
to vote or to direct the vote:
(1) Morgan Callagy 517,500
(2) Daniel Neukomm 517,500
(iii) sole power to
dispose or to direct the disposition of:
(1) Morgan Callagy 607,491
(2) Daniel Neukomm 607,491
(iv) shared power
to dispose or to direct the disposition of:
(1) Morgan Callagy 517,500
(2) Daniel Neukomm 517,500
Item 5. Ownership
of Five Percent or Less of a Class: Not Applicable
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person: Not Applicable
|
Item 8. Identification
and Classification of Members of the Group: Not Applicable
Item 9. Notice
of Dissolution of Group: Not Applicable
|
Item 10.
|
Certifications: Not Applicable
|
CUSIP No. 76137R 106
|
13G
|
Page 6 of 7 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
|
|
|
|
|
/s/ Morgan Callagy
|
|
Morgan Callagy
|
|
|
|
/s/ Daniel Neukomm
|
|
Daniel Neukomm
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CUSIP No. 76137R 106
|
13G
|
Page 7 of 7 Pages
|
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement
on Schedule 13G (including any and all amendments thereto) and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the
accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that
such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this agreement as of February 14, 2022.
|
/s/ Morgan Callagy
|
|
Morgan Callagy
|
|
|
|
/s/ Daniel Neukomm
|
|
Daniel Neukomm
|