Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Revelstone Capital Acquisition Corp. | |
| (Name of Issuer) | |
|
Class A common stock, $0.0001 par value | |
| (Title of Class of Securities) | |
|
76137R106 | |
| (CUSIP Number) | |
|
July 27, 2023 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
*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. 76137R106 | 13G/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Tenor Capital Management Company, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,451,250 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,451,250 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,451,250 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CL ASS REPRESENTED BY AMOUNT IN ROW (9) 19.0% | |||
| 12 |
TYPE OF REPORTING PERSON IA, OO | |||
| CUSIP No. 76137R106 | 13G/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Tenor Opportunity Master Fund, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,451,250 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,451,250 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,451,250 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.0% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 76137R106 | 13G/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Robin Shah | |||
| 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 WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,451,250 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,451,250 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,451,250 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.0% | |||
| 12 |
TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. 76137R106 | 13G/A | Page 5 of 8 Pages |
| Item 1(a). | Name of Issuer. |
| Revelstone Capital Acquisition Corp. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
|
14350 Myford Road Irvine, CA 92606 | |
| Item 2(a). | Name of Person Filing. |
|
Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah |
| Item 2(b). | Address of Principal Business Office. |
|
Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah | |
| 810 Seventh Avenue, Suite 1905, New York, NY 10019 |
| Item 2(c). | Place of Organization. |
|
Tenor Capital Management Company, L.P. – Delaware, USA Tenor Opportunity Master Fund, Ltd. – Cayman Islands Robin Shah – USA |
| Item 2(d). | Title of Class of Securities. |
| Class A common stock, $0.0001 par value (“Class A Common Stock”) |
| Item 2(e). | CUSIP Number. |
| 76137R106 |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| CUSIP No. 76137R106 | 13G/A | Page 6 of 8 Pages |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:___________________________________________ | |||
| Item 4. | Ownership. |
|
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G/A were calculated based upon an aggregate of 7,644,814 shares of Class A Common Stock outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2023. The original Schedule 13G filed by the Reporting Persons on December 23, 2021, should have reported an additional 101,250 shares of Class A Common Stock issuable upon conversion of the same number of shares of the Issuer’s Class B Common Stock then held by the Master Fund (as defined below), and beneficial ownership of 9.6% of the shares of Class A Common Stock then outstanding. On July 27, 2023, the Master Fund converted those shares of Class B Common Stock. The shares of Class A Common Stock reported herein are held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. |
| CUSIP No. 76137R106 | 13G/A | Page 7 of 8 Pages |
| By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the shares of Class A Common Stock owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares of Class A Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the shares of Class A Common Stock reported herein except to the extent of the Reporting Person’s pecuniary interest therein. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | |
| 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. | Certification. |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 76137R106 | 13G/A | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: August 24, 2023 | |||
| Tenor Capital Management Company, L.P. | |||
| By: |
/s/ Robin Shah | ||
| Name: | Robin Shah | ||
| Title: |
Managing Member of its general partner, Tenor Management GP, LLC | ||
| Tenor Opportunity Master Fund, Ltd. | |||
| By: |
/s/ Robin Shah | ||
| Name: | Robin Shah | ||
| Title: | Authorized Signatory | ||
|
/s/ Robin Shah |
|||
| Robin Shah | |||