VIA EDGAR
December 13, 2021
Ms. Janice Adeloye
Ms. Erin E. Martin
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Revelstone Capital Acquisition Corp. |
Registration Statement on Form S-1 (File No. 333-261352) |
Dear Ms. Adeloye and Ms. Martin:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Revelstone Capital Acquisition Corp. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:05 p.m. Eastern Time on December 15, 2021, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, the undersigned advise that they intend to distribute to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the preliminary prospectus dated December 8, 2021 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The undersigned advise that we have complied and will continue to comply, and that we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signatures on next page]
Very truly yours, | |
BofA Securities, Inc. | |
Roth Capital Partners, LLC | |
As Representatives of the several Underwriters | |
By: BofA Securities, Inc. | |
/s/ Michael Liloia | |
Name: Michael Liloia | |
Title: Director | |
By: Roth Capital Partners, LLC | |
/s/ Aaron M. Gurewitz | |
Name: Aaron M. Gurewitz | |
Title: Head of Equity Capital Markets |