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    Julia Aryeh

Senior Counsel

    345 Park Avenue

    New York, NY 10154

    Direct 212.407.4043

    Main 212.407.4000

    Fax 212.407.4990

    jaryeh@loeb.com

September 27, 2023

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Energy and Transportation

    100 F Street, N.E.

    Washington, DC 20549

 Re: Revelstone Capital Acquisition Corp.

Registration Statement on Form S-4

Filed August 17, 2023

File No. 333-274049

Attention: Jennifer Gallagher, Robert Babula,
Michael Purcell and Laura Nicholson

On behalf of our client, Revelstone
Capital Acquisition Corp., a Delaware company (“Revelstone” or the “Company”), we respond to the
comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Registration Statement on Form S-4 filed on August 17, 2023 (the “S-4”) contained in the Staff’s letter dated
September 13, 2023 (the “Comment Letter”).

The Company has filed via
EDGAR an Amendment No. 1 to the S-4 (the “Amendment”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed
below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers
in the Amendment.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 5.

    Los Angeles New York Chicago Nashville
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    For the United States offices, a
    limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

                         United States Securities
and Exchange Commission

September 27, 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 10, 28, and 116.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 11.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 15.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 16.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 28.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 23 and 120.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 22 and 119.

                         United States Securities
and Exchange Commission

September 27, 2023

Page 3

Treatment of Convertible Notes, page 21

 9. Please disclose all material terms of the SJ Fund Convertible Note.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 23 and 120-121.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 48.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 46.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 51.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 55.

 14. Please highlight the material risks to public warrant holders, including those arising from differences
between private and public warrants.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 57.

                         United States Securities
and Exchange Commission

September 27, 2023

Page 4

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 56.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 63.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 65.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 66.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 66.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 79-80.

                         United States Securities
and Exchange Commission

September 27, 2023

Page 5

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 90-91.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see pages 91, 92 and 97.

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 105

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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 106.

 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.

Response: The Company
revised the disclosure in the Amendment to address the Staff’s comment. Please see page 106.

                         United States Securities
and Exchange Commission

September 27, 2023

Page 6

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.

Response: The Company revised the disclosure
in the Amendment to address the Staff’s comment. Please see “Risks relating to Revelstone” on page 58, “Revelstone
has obtained an opinion from an unaffiliated third party as to the fairness of the Business Combination,” and “Fairness
Opinion of Marshall & Stevens” on page 108.

 27. We note the fairness opinion from Marshall