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Revelstone Capital Acquisition Corp. - RCAC

  • Commons

    $9.88

    +0.00%

    RCAC Vol: 0.0

  • Warrants

    $0.10

    +0.00%

    RCACW Vol: 0.0

  • Units

    $9.93

    +0.00%

    RCACU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 162.0M
Average Volume: 26.7K
52W Range: $9.70 - $10.35
Weekly %: -0.20%
Monthly %: +0.31%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 234
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant
Trust Size: 15000000.0M

Management

Our directors, director nominees and officers are as follows: Name ​ ​ Age ​ ​ Title ​ Morgan Callagy ​ ​ 49 ​ ​ Co-Chief Executive Officer ​ Daniel Neukomm ​ ​ 42 ​ ​ Co-Chief Executive Officer ​ Jason White ​ ​ 44 ​ ​ Director Nominee ​ Margaret McDonald ​ ​ 55 ​ ​ Director Nominee ​ Jeff Rosenthal ​ ​ 36 ​ ​ Director Nominee ​ Morgan Callagy Morgan Callagy has served as the Co-Chief Executive Officer of our company since our inception. Mr. Callagy has over 25 years of investment experience. Mr. Callagy started his investment career at Ark Asset Management a multi-billion dollar long-only investment firm based in New York. In 1996, Mr. Callagy joined Veronis Suhler Stevenson or VSS, a New York-based private equity firm, where he spent 22 years in a variety of positions, including as one of the founders and most recently the head of the firm’s London office where he was based for close to 20 years. Mr. Callagy while at VSS was responsible for the Firm’s investments throughout Europe and his role included sourcing, due diligence, transaction execution, portfolio management, fund raising, and various portfolio board level responsibilities. Mr. Callagy, limited partners, sponsors and banks, was involved in the deployment in aggregate of over $2 billion across the media, technology, software and entertainment value chains and served on the Executive Committee of VSS and the investment committees across several of VSS’s funds. Since leaving VSS in 2017, Mr. Callagy, has been a director and advisor to La Jolla Group Inc. and its portfolio of active consumer brands. Mr. Callagy and Daniel Neukomm founded Revelstone Capital in 2017 to focus on investments across the active consumer brands and media landscape and to enhance the performance of companies in the consumer space including La Jolla Group’s portfolio of brands. Mr. Callagy has invested in numerous businesses including several consumer businesses across multiple consumer segments, including Caliva (now The Parent Company), a California-based cannabis company, he was an early investor in Spiritual Gangster, a branded apparel lifestyle company where Mr. Callagy has served on the board of directors since 2015, and Teton Gravity Research, an action sports content business where he was Chairman of the Board. Mr. Callagy earned a Bachelor of Arts in history from Georgetown University. We believe that Mr. Callagy is well qualified to serve as a director due to his depth of investment experience across our target sectors. Daniel Neukomm Daniel Neukomm is the Co-Chief Executive Officer of our company. Mr. Neukomm has 20 years of operational experience and is currently the Executive Chairman of La Jolla Group, Inc. (LJG), a position he has held since 2013. LJG is a multi-branded operating platform with ownership or investments in businesses that collectively have approximately $200 million in revenue for projected fiscal 2021 focused on globally recognized consumer brands, including O’Neill, Spiritual Gangster, PSD, Hang Ten, and others. Under Mr. Neukomm’s leadership, LJG has played a key role in the omni-channel transformation of the platform brands resulting in double-digit growth rates and material improvements in the profitability of these brands. Mr. Neukomm is also a co-founding partner at Revelstone Capital, a growth equity initiative which is focused on investing in growth stage consumer companies in the active lifestyle space. In addition, Mr. Neukomm was one of the largest founding investors and an operating partner in Caliva, a vertically integrated cannabis company in California. At Caliva, Mr. Neukomm led the execution and integration of a four company SPAC rollup to create The Parent Company (TPCO Holding Corp.), a vertically integrated platform that includes cultivation, manufacturing, brands, retail, and delivery. Mr. Neukomm has been a director of The Parent Company since January 2021. Mr. Neukomm began his career founding Mountain Oxygen, a supplemental oxygen services company based in Aspen, Colorado. Mr. Neukomm earned a Bachelor of Arts in economics from the University of Vermont and a Masters of Business Administration in finance and strategy from the International School of Management in Paris. We believe that Mr. Neukomm 120 TABLE OF CONTENTS is well qualified to serve as a director due to his depth of investment and operating experience across both private and public companies in the consumer sectors. Jason White Jason White will serve as an independent director of our company upon the completion of this offering. In April 2021, Mr. White became the Chief Marketing Officer for ViacomCBS’ MTV Entertainment Group. From February 2020 to March 2021, Mr. White served as Chief Marketing Officer of Curaleaf, the nation’s largest licensed cannabis provider. From February 2019 to March 2020, Mr. White served as Chief Marketing Officer of Cura Cannabis Solutions. Prior to that, beginning in 2014, he was Executive Vice President and Global Head of Marketing for Beats by Dr. Dre. While there, he oversaw award-winning campaigns, including Straight Outta Compton, LeBron James Re-Established and product launches with Serena Williams, Cam Newton, DJ Khaled and Pharrell, among others. Before Beats, Mr. White spent nearly a decade at Wieden+Kennedy, a global advertising agency, most recently as the Managing Director in the Shanghai office, where he oversaw the Nike brand work for many breakthrough global campaigns, including the Beijing and London Olympics. Mr. White sits on a number of boards of directors, including the diversity initiative Marcus Graham Project, Monday Night Mentorship for mid-level marketers of color, and Caldera Arts, an Oregon non-profit to provide creative outlets to youth with limited opportunities. Mr. White earned a Bachelor of Business Administration in marketing from Georgetown University. We believe that Mr. White is well qualified to serve as a director due to his operational experience across working for large consumer brands and media companies. Margaret McDonald Margaret McDonald will serve as an independent director of our company upon the completion of this offering. Ms. McDonald is an experienced Executive Chairman, Chief Executive Officer and turnaround specialist of multiple global consumer retail brands. In 2019 she was made Executive Chairman of private equity owned Masai Copenhagen, owned by Silverfleet Partners London. Margaret has served as a Non-Executive Director for Spiritual Gangster since 2018. From 2018 until the end of 2019, she was Non-Executive Director on the Board of Flying Tiger Copenhagen, a specialty global retailer owned by EQT private equity. Margaret also serves as a senior advisor to A&M Capital Partners Europe, focusing primarily on all consumer related investments. In her specialty D2C operating roles Ms. McDonald previously served as Global President of Victoria’s Secret from 2013-2017, a $4 billion company and the largest subsidiary of L Brands Inc. Prior to joining Victoria’s Secret, Ms. McDonald was the Chief Executive Officer of Coast London, a specialty formalwear brand from 2010-2013. She was also CEO of LK Bennett a D2C lifestyle brand grounded in footwear. Ms. McDonald has also held executive roles at Gap Inc. and its Banana Republic subsidiary. Ms. McDonald also worked with Marks & Spencer plc. and Primark. Ms. McDonald earned a Bachelor of Science in management science from Dublin Institute of Technology and studied fashion and apparel design at Grafton Academy of Fashion & Design. We believe that Ms. McDonald is well qualified to serve as a director due to the wealth of experience she has in running and advising specialty retail and global brands. Jeff Rosenthal Jeff Rosenthal will serve as an independent director of our company upon the completion of this offering. Mr. Rosenthal has over 15 years of experience as an entrepreneur, strategist and investor. In 2009, Mr. Rosenthal Co-Founded Summit Series LLC, a company focused on entrepreneurial community development and hosting global ideas festivals and events where he remains an active partner. Since 2013, he has been the co-owner and co-developer of Summit Powder Mountain and Powder Mountain ski resort in Eden, Utah. For the past two years, Mr. Rosenthal has been a Founding Partner at Emergent Strategic Partners, a family office and investment advisory firm. From 2019-2021, Mr. Rosenthal was a Senior Advisor to TPG Rise and TPG Growth, and also in 2019, Mr. Rosenthal was a founding partner of the Drawdown Fund, a catalytic environmental impact venture fund. Mr. Rosenthal currently serves on the Leadership Council at Conservation International, and on the boards of the Summit Impact Foundation, Beyond Conflict and Street Soccer USA. Mr. Rosenthal also serves as a Senior Advisor to many for profit, and non-profit organizations, including Goodleap, Inspire Clean Energy, Calm, Scopely, Seed Biosciences, Arabella Advisors, a leading philanthropy and impact investing consultancy, and Laurel Strategies, a 121 TABLE OF CONTENTS global business advisory and strategy firm, among others. Mr. Rosenthal serves on the Leadership Circle of the Conservation Lands Foundation, and the Advisory Boards of Whistleblower Aid and the Save the Waves Foundation. He was a founding board member of the Summit Institute, and a founding board member of the Anti-Recidivism Coalition. Mr. Rosenthal is a term member of the Council on Foreign Relations and earned a Bachelor of Arts in International Business from American University. We believe that Mr. Rosenthal is well qualified to serve as a director due to his vast experience as a company founder, operator & builder, his unparalleled expert & founder network, and his vast experience in investing, developing and adding value to disruptive, high growth ventures. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our second amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our shares of common stock attending and voting in a stockholder meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our shares of common stock (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our second amended and restated certificate of incorporation as it deems appropriate. Our second amended and restated certificate of incorporation provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Messrs. White and Rosenthal and Ms. McDonald is an independent director under applicable SEC and Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed 122 TABLE OF CONTENTS business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee will be Messrs. White and Rosenthal and Ms. McDonald. Jason White will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Margaret Kelly qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ​ • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent auditors; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent auditors describing the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any ​ 123 TABLE OF CONTENTS inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Margaret Kelly and Jeff Rosenthal will serve as chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ​ • reviewing and making recommendations to our board of

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2022-05-13 https://www.sec.gov/Archives/edgar/data/1874218/000110465922060413/rcac-20220331x10q.htm
10-K FORM 10-K 2022-04-05 https://www.sec.gov/Archives/edgar/data/1874218/000110465922042861/rcac-20211231x10k.htm
NT 10-K NT 10-K 2022-04-01 https://www.sec.gov/Archives/edgar/data/1874218/000110465922041604/tm228927d2_nt10k.htm
SC 13G MARCH 21, 2022 2022-03-21 https://www.sec.gov/Archives/edgar/data/1874218/000101359422000319/revelstone13g-032122.htm
SC 13G 2022-03-03 https://www.sec.gov/Archives/edgar/data/1874218/000101143822000177/form_sc13g-revelstone.htm
SC 13G 2022-02-15 https://www.sec.gov/Archives/edgar/data/1874218/000139834422003511/fp0073256_sc13g.htm
SC 13G AQR CAPITAL MANAGEMENT LLC 2022-02-14 https://www.sec.gov/Archives/edgar/data/1874218/000108514622001015/rcacu_21422.htm
SC 13G SC 13G 2022-02-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922022394/tm226579d1_sc13g.htm
SC 13G/A SC 13G/A 2022-02-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922021060/tm225641d26_sc13g.htm
8-K FORM 8-K 2022-02-07 https://www.sec.gov/Archives/edgar/data/1874218/000110465922012879/tm225696d1_8k.htm
SC 13G/A 2022-02-02 https://www.sec.gov/Archives/edgar/data/1874218/000184671822000029/Revelstone12722.txt
8-K FORM 8-K 2022-01-20 https://www.sec.gov/Archives/edgar/data/1874218/000110465922006028/tm223333d1_8k.htm
4 OWNERSHIP DOCUMENT 2022-01-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922004412/xslF345X03/tm222946-4_4seq1.xml
4 OWNERSHIP DOCUMENT 2022-01-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922004406/xslF345X03/tm222946-3_4seq1.xml
4 OWNERSHIP DOCUMENT 2022-01-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922004403/xslF345X03/tm222946-2_4seq1.xml
4 OWNERSHIP DOCUMENT 2022-01-14 https://www.sec.gov/Archives/edgar/data/1874218/000110465922004401/xslF345X03/tm222946-1_4seq1.xml
SC 13G SCHEDULE 13G 2021-12-30 https://www.sec.gov/Archives/edgar/data/1874218/000095014221004234/eh210213734_13g-rcac.htm
8-K FORM 8-K 2021-12-29 https://www.sec.gov/Archives/edgar/data/1874218/000110465921154329/tm2136324d1_8k.htm
SC 13G FORM SC 13G 2021-12-27 https://www.sec.gov/Archives/edgar/data/1874218/000106299321013558/formsc13g.htm
SC 13G SC 13G 2021-12-23 https://www.sec.gov/Archives/edgar/data/1874218/000119312521365974/d256996dsc13g.htm
SC 13G 2021-12-23 https://www.sec.gov/Archives/edgar/data/1874218/000149315221032362/formsc13g.htm
8-K FORM 8-K 2021-12-22 https://www.sec.gov/Archives/edgar/data/1874218/000110465921152708/tm2136138d1_8k.htm
SC 13G SC 13G 2021-12-22 https://www.sec.gov/Archives/edgar/data/1874218/000110465921152621/tm2136174d1_sc13g.htm
424B4 424B4 2021-12-20 https://www.sec.gov/Archives/edgar/data/1874218/000110465921151797/tm2122267-10_424b4.htm
SC 13G SC 13G 2021-12-17 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150947/tm2135775d1_sc13g.htm
EFFECT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/999999999521004725/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150738/xslF345X02/tm2135740-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150732/xslF345X02/tm2135740-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150731/xslF345X02/tm2135740-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150730/xslF345X02/tm2135740d2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150729/xslF345X02/tm2135740d1_3seq1.xml
CERT 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000135445721001472/RCAC_8A_Cert_DPCS.pdf
8-A12B 8-A12B 2021-12-16 https://www.sec.gov/Archives/edgar/data/1874218/000110465921150434/tm2122267d13_8a12b.htm
CORRESP 2021-12-15 https://www.sec.gov/Archives/edgar/data/1874218/000110465921149884/filename1.htm
CORRESP 2021-12-15 https://www.sec.gov/Archives/edgar/data/1874218/000110465921149883/filename1.htm
CORRESP 2021-12-13 https://www.sec.gov/Archives/edgar/data/1874218/000110465921149053/filename1.htm
CORRESP 2021-12-13 https://www.sec.gov/Archives/edgar/data/1874218/000110465921149052/filename1.htm
S-1/A S-1/A 2021-12-08 https://www.sec.gov/Archives/edgar/data/1874218/000110465921147310/tm2122267-8_s1a.htm
S-1/A FORM S-1/A 2021-12-01 https://www.sec.gov/Archives/edgar/data/1874218/000110465921145530/tm2122267d7_s1a.htm
CORRESP 2021-11-24 https://www.sec.gov/Archives/edgar/data/1874218/000110465921143596/filename1.htm
S-1 S-1 2021-11-24 https://www.sec.gov/Archives/edgar/data/1874218/000110465921143588/tm2122267-3_s1.htm
UPLOAD 2021-09-21 https://www.sec.gov/Archives/edgar/data/1874218/000000000021011427/filename1.pdf
DRS 2021-08-30 https://www.sec.gov/Archives/edgar/data/1874218/000110465921111132/filename1.htm