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September 13, 2023
Morgan Callagy
Co-Chief Executive Officer
Revelstone Capital Acquisition Corp.
14350 Myford Road
Irvine, CA 92692
Re:Revelstone Capital Acquisition Corp.
Registration Statement on Form S-4
Filed August 17, 2023
File No. 333-274049
Dear Morgan Callagy:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 17, 2023
Questions and Answers About the Business Combination, page 5
1.We note your disclosure that upon the closing of the Business Combination, each share of
Set Jet Common Stock, including shares outstanding as a result of the conversion of
certain “Set Jet Converting Notes” will convert into the right to receive such number of
shares of Revelstone Common Stock equal to the applicable portion of the Closing Merger
Consideration Shares.  Please revise to identify the Set Jet notes that will convert into the
right to receive shares of Revelstone Common Stock.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 2
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 2
What happens if the Business Combination is not consummated?, page 10
2.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and Revelstone's officers and directors have at risk that depends on completion of a
business combination.  Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the Sponsor and Revelstone’s officers and
directors are awaiting reimbursement.
3.Please identify the party making the Extension Payments, and whether such party has a
contractual obligation to make such payments.  If so, disclose all material terms of such
obligation.  We note the related disclosure in Note 12 to the Set Jet interim financial
statements.
What are the possible sources and extent of dilution that holders of public shares who elect not to
redeem their public shares..., page 13
4.Please quantify the value of the warrants, based on recent trading prices, that may be
retained by redeeming stockholders assuming maximum redemptions and identify any
material resulting risks.
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Summary of the Proxy Statement/Prospectus, page 18
6.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination.
7.Revise the disclosure to discuss the key terms of any convertible securities and to disclose
the potential impact of those securities on non-redeeming shareholders.
8.We note your disclosure regarding Merger Consideration paid at closing in an amount
equal to $80 million.  We also note your disclosure that the Merger Consideration will be
payable in (a) 5,703,000 shares of Class A common stock, at the reference price of $10.00
per share (the “Reference Price”), subject to adjustment and (b) 800,000 shares of
Revelstone Common Stock at the Reference Price in exchange for the conversion of the
Pre-PIPE Convertible Note.  Please revise to clarify how these elements of the Merger
Consideration will result in an amount paid at closing equal to $80 million.
Treatment of Convertible Notes, page 21
9.Please disclose all material terms of the SJ Fund Convertible Note.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 3
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 3
We rely on our third-party operators to provide and operate aircraft to provide charter flights for
our members, page 25
10.We note your disclosure that Set Jet primarily relies on one established FAA Part 135
operator.  Please revise to identify such operator.  See Item 101(h)(4)(v) of Regulation S-
K.
There is substantial doubt about Set Jet's ability to continue as a going concern, page 43
11.We note your disclosure that as of December 31, 2022, Set Jet was in default of the
payments to a vendor related to certain charter agreement payments for aircraft, and your
disclosure that Set Jet obtained additional financing and a forbearance from such vendor.
Please revise to quantify the payments for which Set Jet is in default, and disclose all
material terms of the additional financing and forbearance.  In addition, please provide
any material information regarding such vendor, such as whether the vendor is Set Jet’s
one established FAA Part 135 operator referenced elsewhere in your filing.
The FAA could challenge our method of operations as a member-based charter booking
business, page 48
12.Please revise to disclose any material risks relating to recent statements by the Federal
Aviation Administration regarding its intention to initiate a rulemaking to address the
exception from the FAA’s domestic, flag, and supplemental operations regulations for
public charter operators.
Risks Related to the Combined Company, page 51
13.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
14.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.
Risks Related to Revelstone, page 57
15.Please highlight the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
16.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
17.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 4
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 4
18.We note your disclosure that the Company filed an amendment to its second amended and
restated certificate of incorporation to remove the net tangible asset requirement so that
the Company need not have net tangible assets of at least $5,000,001 to consummate a
business combination.  Please provide a discussion of the related risks for investors and
the post-business combination company.   For example, we note your disclosure in your
proxy statement filed on May 30, 2023 that the Company believes that it may rely on
another exclusion from “penny stock” rules, which relates to it being listed on the Nasdaq
Global Market (Rule 3a51-1(a)(2)), to not be deemed a penny stock issuer.  In this
context, please discuss the risk that the shares may be delisted from Nasdaq, or tell us why
you believe this does not present a material risk.
We may be deemed a "foreign person" under the regulations relating to CFIUS, page 59
19.We note your disclosure that you do not believe that either you or your sponsor constitute
a “foreign person” under CFIUS rules and regulations.  With a view toward disclosure,
please also tell us whether anyone or any entity associated with or otherwise involved in
the transaction, is, is controlled by, or has substantial ties with a non-U.S. person.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 — Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed
Combined Balance Sheet as of June 30, 2023, page 71
20.We note from your footnote (H) disclosure that the earnout shares will be accounted for as
liabilities which will be remeasured to fair value at subsequent reporting dates with the
change in value recognized as a gain or loss in the statement of operations.  Disclose and
discuss the potential impact of the shares on future results and provide a sensitivity
analysis that quantifies the potential impact that changes in the per share market price of
the post combination common stock could have on the pro forma financial statements.
Background of the Business Combination, page 83
21.Please revise this section to identify the individuals involved in negotiations or other
activities. In addition, please expand your discussion in this section to describe the process
utilized to evaluate the 430 potential targets.
22.We note that Roth Capital Partners, LLC was an underwriter for the initial public offering
of the SPAC and it is advising on the business combination transaction with the target
company. Please tell us, with a view to disclosure, whether you have received notice, or
any other indication, from Roth or any other firm engaged in connection with your initial
public offering that it will cease involvement in your transaction and how that may impact
your deal or the deferred underwriting compensation owed for the SPAC’s initial public
offering.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 5
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 5
Certain Set Jet Projected Financial Information, page 96
23.Regarding your presentation of Adjusted EBITDA in the projection information, please
cross reference to the reconciliation of this non-GAAP measure to net loss on page 171.
Revenue growth, page 98
24.On page 84 you discuss Set Jet’s lack of current revenue scale.  Further, it appears your
estimated revenue projections for fiscal years 2023 and 2024 are largely based on
increased marketing expenditures.  Revise your disclosure to explain in further detail the
new marketing plans that you intend on utilizing, how they differ from your existing
plans, and why your marketing efforts to date have not resulted in revenue scale.
25.You state that, “Average active members for each year are projected to grow from
approximately 3,000 in 2022 to 4,300 in 2023 and 8,000 in 2024.”  This represents a
membership increase of approximately 43% and 86% in fiscal years ended 2023, and
2024, respectively.  Expand your disclosures to describe the key assumptions underlying
the increases in active members and explain why you believe these assumptions are
reasonable.
Fairness Opinion of Marshall & Stevens, page 99
26.We note your disclosure regarding the fairness opinion. Please provide a clear explanation
as to the reason why the fairness opinion was obtained.  In addition, please revise to
clarify the scope of the fairness opinion.  In that regard, we note that the opinion provided
in Annex E addresses the fairness of the “Purchase Price” to be paid by the registrant, and
note that such defined term appears to omit certain items otherwise described by the
registrant as part of the “Merger Consideration” or “Earnout Consideration.”  In addition,
disclose the compensation paid to Marshall & Stevens Transaction Advisory Services
LLC.  See Item 1015(b)(4) of Regulation S-K.
27.We note the fairness opinion from Marshall & Stevens included as Annex E states that the
opinion “has been prepared for the Board in connection with its consideration of the
Transaction and may not be relied upon by any other person or entity or used for any other
purpose.”  The limitation on reliance by any other person or entity suggests that
shareholders may not consider or rely on the information in the opinion which you have
included with your registration statement.  Please have Marshall & Stevens remove this
limitation on reliance from its opinion.  In addition, please file a consent from Marshall
& Stevens as an exhibit.  Refer to Securities Act Rule 436 and Item 601(b)(23) of
Regulation S-K.
Interests of Certain Persons in the Business Combination, page 107
28.We note the disclosure in this section regarding interests of Revelstone’s directors and
officers in the business combination.  Please revise this section to highlight all material
interests in the transaction held by the Sponsor and the company’s officers and directors.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 6
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 6
This could include fiduciary or contractual obligations to other entities as well as any
interest in, or affiliation with, the target company. In addition, please clarify how the
board considered those conflicts in negotiating and recommending the business
combination.  In addition, we note your references in other sections to a section captioned
“Interests of Revelstone’s Directors and Officers in the Business Combination.”
However, there does not appear to be a section in your filing with such caption.  Please
revise.
Certain Material U.S. Federal Income Tax Consequences of the Business Combination to U.S.
Holders of Set Jet Common Stock, page 121
29.Please revise to disclose the material tax consequences of the Business Combination, and
obtain and file an opinion of counsel with regard to such material tax consequences. See
Item 4(a)(6) of Form S-4 and Item 601(b)(8) of Regulation S-K. For guidance, refer to
Staff Legal Bulletin No. 19. For example, we note your disclosure on page 121 that “it is
intended” that, for U.S. federal income tax purposes, the Business Combination will
qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Certain Set Jet Relationships and Related Party Transactions, page 141
30.Please disclose the material terms of each of the related party transactions described in
this section, and provide all disclosure required by Item 404 of Regulation S-K.  In
addition, we note the disclosure in Note 10 to the Set Jet interim financial statements
regarding working capital advances by a director and a related origination fee in May and
June 2023.  Provide all disclosure required by Item 404 with respect to such transactions.
Information About Set Jet, page 141
31.Please provide the information required by Item 18(a)(5)(ii) of Form S-4 with respect to
the voting securities of Set Jet, Inc. and the principal holders thereof.
Competition, page 148
32.Please disclose Set Jet's competitive position in the industry and methods of competition.
See Item 101(h)(4)(iv) of Regulation S-K.
Government Regulation, page 149
33.Please disclose any material costs and effects of compliance with environmental laws
(federal, state, and local).  See Item 101(h)(4)(xi) of Regulation S-K.

 FirstName LastNameMorgan Callagy
 Comapany NameRevelstone Capital Acquisition Corp.
 September 13, 2023 Page 7
 FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
September 13, 2023
Page 7
Management's Discussion and Analysis of Financial Condi