Revelstone Capital Acquisition Corp.
RCAC · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from TENOR CAPITAL MANAGEMENT Co., L.P., listed on Nasdaq in December 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 20 December 2021
- size not on file · 103.5% of each $10 unit into trust
- Headquarters
- 14350 MYFORD ROAD, IRVINE, CA, 92606
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Shah Robin · Callagy Morgan (Co-CEO and Director) · Neukomm Daniel (Co-CEO and Director)
- Listed securities
- RCAC common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 21 December 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
4 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
redemption rate not stated in the filing
redemption rate not stated in the filing
Show the earlier 1 milestone
- 20 December 2021IPOpassed
IPO size not on file
Who has already taken their money back
2 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
15.21M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Dec 21, 2023Extensionno rate statedredeemed 2.23M sh0001213900-24-010625
Show the other 1 cash-out event
- Jun 14, 2023Extensionno rate statedredeemed 12.98M sh0001213900-23-094290
The score
deterministic, from filed fieldsRCAC is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Revelstone Capital Acquisition Corp. was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker RCAC. The company priced its initial public offering on December 20, 2021, under SEC file number 333-261352, with shares registered for cash on S-1 0001104659-21-143588 (filed November 24, 2021) and priced pursuant to 424B prospectus 0001104659-21-151797. The registrant self-described as a blank-check company in that prospectus, and the SEC assigned it CIK 0001874218 and SIC industry code 4522 (Air Transportation, Nonscheduled). On February 27, 2024, the company filed an 8-K (accession 0001213900-24-017584) announcing it would redeem all outstanding public shares from its IPO and liquidate in accordance with its charter and prospectus. The ticker RCAC later appeared on the cover page of an 8-K filed April 8, 2024 (accession 0001213900-24-031028).
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Only $80 million of the headline $145 million is payable at closing, and even that is adjusted against Set Jet's net debt measured at closing with a stated $14,970,000 pivot — above that figure the share count falls, below it the share count rises. Of the $65 million earnout, $20 million is directed not to Set Jet's selling shareholders but to executive officers and directors of the COMBINED company under a retention bonus, so roughly 31% of the earnout is compensation to insiders rather than deal consideration to sellers.
The structure — a cancellation-and-conversion of the target's common stock into Revelstone Class A shares, with part of the value deferred into an earnout — is established here, and this version states the amounts: consideration of up to $145 million, subject to adjustment, made up of $80 million at closing (adjusted for Set Jet's debt for borrowed money net of cash) and up to $65 million of earnout, split between up to $45 million to Set Jet shareholders under the Earnout Escrow Agreement and up to $20 million to certain officers and directors under the Retention Bonus Agreement.
The structure is established — a cancellation-and-conversion of the target's common stock into Revelstone Class A shares with part of the value deferred into an earnout — but no figures appear in this extract, so none should be attributed to this version. The operative agreement is an amended and restated one, so its terms supersede the original.
The structure is established — cancellation of the target's common stock and conversion into Revelstone Class A shares under an amended and restated agreement — but no consideration figures appear in the extracted portion of this version, so none should be attributed to it.
From this first amendment onward the operative document in this registration statement is an amended and restated merger agreement, so its terms supersede the original. The consideration figures fall outside the extracted portion of this version and should not be attributed to it.
This is the baseline of the Revelstone / Set Jet registration, and notably the operative document is already an amended and restated merger agreement at the time of the original filing, so the terms registered supersede an earlier version never carried into a registration statement. The consideration figures fall outside the extracted portion and should not be attributed to this filing.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
TENOR CAPITAL MANAGEMENT Co., L.P.named as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1282 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B3 0001213900-23-095315
Trading & liquidity
Company profile
Directors & officers
- Shah Robin10% owner
- Callagy MorganCo-CEO and Director
- Neukomm DanielCo-CEO and Director
- Rosenthal Jeffrey BurkDirector
- McDonald MargaretDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
13 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Neukomm Daniel19.3% · SC 13GFeb 14, 2024 stale
- Callagy Morgan19.3% · SC 13GFeb 14, 2024 stale
- Antara Capital LPwith 2 other reporting persons on the same schedule7.5% · SC 13GMar 3, 2022 stale
- RIVERNORTH CAPITAL MANAGEMENT, LLC5.0% · SC 13GFeb 15, 2022 stale
- TENOR CAPITAL MANAGEMENT Co., L.P.with 2 other reporting persons on the same schedule1.9% · SC 13G/ADec 29, 2023 stale
- AQR CAPITAL MANAGEMENT LLCwith 1 other reporting person on the same schedule1.9% · SC 13G/AFeb 14, 2024 stale
- Governors Lane LPwith 3 other reporting persons on the same schedule1.6% · SC 13G/AFeb 14, 2024 stale
- METEORA CAPITAL, LLCwith 1 other reporting person on the same schedule0.3% · SC 13G/AMar 11, 2024 stale
- Radcliffe Capital Management, L.P.with 5 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- Sculptor Capital LP0.0% · SC 13G/AFeb 14, 2024 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 8, 2024 stale
- CAAS CAPITAL MANAGEMENT LPwith 2 other reporting persons on the same schedulenot stated · SC 13G/AFeb 13, 2024 stale
- Space Summit Capital LLCnot stated · SC 13G/AFeb 2, 2022 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — RCAC (Revelstone Capital Acquisition Corp.)
vault-note · /vault/tickers/RCAC
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail2 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 4522 (Air Transportation, Nonscheduled). The screen found it by filing SHAPE instead — S-1 2021-11-24 → 8-A12B 2021-12-16 → 424B4 2021-12-20 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 4522 + self-described blank check in 424B4 0001104659-21-151797; 424B 0001104659-21-151797 priced 2021-12-20 under S-1 0001104659-21-143588 (file 333-261352, an offering for cash); common ticker RCAC off 8-K 0001213900-24-031028 (2024-04-08); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-261352, which belongs to S-1 0001104659-21-143588 (2021-11-24) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2021-12-20). Ending PROVEN, not inferred: LIQUIDATED per 8-K 0001213900-24-017584 (2024-02-27) — announced redemption of all public shares: “…will redeem all of the outstanding public shares of common stock that were included in the units issued in its initial public offering (the " Public Shares "). Accordingly, the Company is working with the trustee to effect the liquidation in accordance with the terms of its Charter and as set forth in the prospectus is…”. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "TENOR CAPITAL MANAGEMENT Co., L.P." (SEC CIK 0001346554) sourced from Form 3 reportingOwner (10% owner) acc 0000902664-23-004595.