SEC Comment Letter 0000000000-23-013440 to Revelstone Capital Acquisition Corp. (CIK 0001874218)
Revelstone Capital Acquisition Corp. (CIK 0001874218)
Date: Dec. 8, 2023 · CIK: 0001874218 · Accession: 0000000000-23-013440
AI Filing Summary & Sentiment
File numbers found in text: 333-274049
Letter
United States securities and exchange commission logo December 8, 2023 Morgan Callagy Co-Chief Executive Officer Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606 Re:Revelstone Capital Acquisition Corp. Amendment No. 4 to the Registration Statement on Form S-4 Filed December 8, 2023 File No. 333-274049 Dear Morgan Callagy: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 6, 2023 letter. Amendment No. 4 to the Registration Statement on Form S-4 Certain Set Jet Projected Financial Information, page 104 1.We note your response to prior comment 2 and reissue it in part. Please tell us whether the information regarding historical and projected Adjusted EBITDA (Loss) was used or relied upon by the Revelstone board of directors in determining to approve the business combination. In addition, we note your response states that Marshall Stevens confirmed that information regarding the projected (but not historical) Adjusted EBITDA (Loss) measure was used in making their fairness determination. Please revise your disclosure to reinstate your Adjusted EBITDA (Loss) disclosure in this section consistent with Item 1015(b)(6) of Regulation M-A, which requires disclosure of the bases for, and methods of, arriving at findings and recommendations in reports, opinions or appraisals.
FirstName LastNameMorgan Callagy Comapany NameRevelstone Capital Acquisition Corp. December 8, 2023 Page 2 FirstName LastName Morgan Callagy Revelstone Capital Acquisition Corp. December 8, 2023 Page 2 Certain Set Jet Relationships and Related Party Transactions, page 185 2.We note your revised disclosure in response to prior comment 3 states that the aircraft subject to the Reynolds Select Service Agreement is also subject to the Maine Aviation Charter Agreement, pursuant to which Set Jet is contracted to Maine Aviation to arrange Federal Aviation Regulation Party 135 charter transportation services to Set Jet for a monthly annual fee of $55,000, among other costs noted therein. However, the Maine Aviation Charter Agreement filed as Exhibit 10.44 provides for a monthly fee of $32,000. Please advise or revise. Additionally, please revise your disclosure to clarify your references to "monthly annual fee" with respect to the Maine Aviation Charter Agreement and the Scottsdale Jet Charter Agreement. Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Alex Weniger-Araujo
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United States securities and exchange commission logo
December 8, 2023
Morgan Callagy
Co-Chief Executive Officer
Revelstone Capital Acquisition Corp.
14350 Myford Road
Irvine, CA 92606
Re:Revelstone Capital Acquisition Corp.
Amendment No. 4 to the Registration Statement on Form S-4
Filed December 8, 2023
File No. 333-274049
Dear Morgan Callagy:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 6, 2023 letter.
Amendment No. 4 to the Registration Statement on Form S-4
Certain Set Jet Projected Financial Information, page 104
1.We note your response to prior comment 2 and reissue it in part. Please tell us whether the
information regarding historical and projected Adjusted EBITDA (Loss) was used or
relied upon by the Revelstone board of directors in determining to approve the business
combination. In addition, we note your response states that Marshall Stevens confirmed
that information regarding the projected (but not historical) Adjusted EBITDA (Loss)
measure was used in making their fairness determination. Please revise your disclosure to
reinstate your Adjusted EBITDA (Loss) disclosure in this section consistent with Item
1015(b)(6) of Regulation M-A, which requires disclosure of the bases for, and methods of,
arriving at findings and recommendations in reports, opinions or appraisals.
FirstName LastNameMorgan Callagy
Comapany NameRevelstone Capital Acquisition Corp.
December 8, 2023 Page 2
FirstName LastName
Morgan Callagy
Revelstone Capital Acquisition Corp.
December 8, 2023
Page 2
Certain Set Jet Relationships and Related Party Transactions, page 185
2.We note your revised disclosure in response to prior comment 3 states that the aircraft
subject to the Reynolds Select Service Agreement is also subject to the Maine Aviation
Charter Agreement, pursuant to which Set Jet is contracted to Maine Aviation to arrange
Federal Aviation Regulation Party 135 charter transportation services to Set Jet for a
monthly annual fee of $55,000, among other costs noted therein. However, the Maine
Aviation Charter Agreement filed as Exhibit 10.44 provides for a monthly fee of $32,000.
Please advise or revise. Additionally, please revise your disclosure to clarify your
references to "monthly annual fee" with respect to the Maine Aviation Charter Agreement
and the Scottsdale Jet Charter Agreement.
Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Alex Weniger-Araujo