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.
Morgan Callagy
FirstName
RevelstoneLastNameMorgan Callagy
Capital Acquisition Corp.
Comapany8,
December NameRevelstone
2023 Capital Acquisition Corp.
December
Page 2 8, 2023 Page 2
FirstName LastName
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