CORRESP 1 filename1.htm

 

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