424B3 1 f424b31223_revelstone.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-274049

PROSPECTUS

REVELSTONE CAPITAL ACQUISITION CORP.

Dear Revelstone Capital Acquisition Corp. Stockholders:

Revelstone Capital Acquisition Corp., a Delaware corporation (“Revelstone”), Revelstone Capital Merger Sub, Inc., a wholly-owned subsidiary of Revelstone incorporated in the State of Delaware (“Merger Sub”), Set Jet, Inc., a Nevada corporation (“Set Jet”), and Thomas P. Smith, as the Securityholder Representative, have entered into an Amended and Restated Merger Agreement (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Set Jet, with Set Jet surviving the merger and becoming a wholly-owned direct subsidiary of Revelstone (the “Merger and collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

At the closing of the Business Combination, all of the then issued and outstanding shares of the common stock, par value $0.0001 per share of Set Jet (the “Set Jet Common Stock”) will be cancelled and automatically convert into shares of the Class A common stock, par value $0.0001, of Revelstone (the “Revelstone Class A Common Stock”). The total consideration to be paid at Closing (the “Merger Consideration”) or via earnout (the “Earnout Consideration”) by Revelstone to Set Jet security holders will be an amount up to $145 million, subject to adjustment, based on the sum of (a) Merger Consideration paid at closing in an amount equal to $80 million (subject to adjustment based on the Debt for Borrowed Money of Set Jet net of Set Jet’s Cash and Cash Equivalents at Closing) and (b) Earnout Consideration of up to $65 million consisting of (i) up to $45 million to shareholders of Set Jet pursuant to the Earnout Escrow Agreement as described below and (ii) up to $20 million to certain executive officers and directors of the Combined Company under the Retention Bonus Agreement described herein. The Merger Consideration will be payable in (a) 5,703,000 shares of Revelstone Class A Common Stock at the reference price of $10.00 per share (the “Reference Price”), subject to adjustment based on whether the Debt for Borrowed Money of Set Jet net of Set Jet’s Cash and Cash Equivalents at Closing is greater than or less than $14,970,000 and (b) 800,000 shares of Revelstone Common Stock at the Reference Price in exchange for the conversion of the Pre-PIPE Convertible Note, which shares will not be registered, and any shares of Revelstone Common Stock issued as a result of a reduction in the amount of Closing Debt shall not be registered. See the section titled “Proposal No. 1 — The Business Combination” on page 91 of the attached proxy statement/prospectus for further information on the consideration being paid to the stockholders of Set Jet.

Following the Business Combination, without giving effect to any Earnout Shares (as more fully described herein), and assuming (i) no further redemptions of Public Shares by the public stockholders (“No Redemptions”), (ii) intermediate redemptions of 1,759,910 shares or 50% of the Public Shares by the public stockholders (“Intermediate Redemptions”), and (iii) maximum redemptions of Public Shares by the public stockholders (“Maximum Redemptions”): (i) assuming No Redemption, Revelstone Class A stockholders will own approximately 21.3% of the outstanding shares of the Combined Company Common Stock; former holders of Revelstone Class B Common Stock will own 24.4%, which include 17.6% held by our Officers and Directors, and 6.8% held by certain anchor investors; and former Set Jet shareholders will own 30.7%; (ii) assuming Intermediate Redemptions, Revelstone’s Class A stockholders will own approximately 11.9% of the outstanding shares of the Combined Company Common Stock, former holders of Revelstone Class B Common Stock will own 27.3%, which include 19.7% held by our Officers and Directors, and 7.6% held by certain anchor investors, and the former Set Jet shareholders will own 34.3%; and (iii) assuming Maximum Redemptions, former Revelstone Class A Common Stock stockholders as of immediately prior to the Business Combination will own 0.0% of the Combined Company, former Revelstone Class B stockholders will own 31.0%, which include 22.3% held by our Officers and Directors, and 8.7% held by certain anchor investors, and the former Set Jet shareholders will own 39.0% of the outstanding shares of the Combined Company. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership and its relative value retained by the Revelstone stockholders will be different.

On July 27, 2023, Revelstone issued an aggregate of 4,124,995 shares of Revelstone Class A Common Stock to the holders of shares of Revelstone Class B Common Stock upon the exchange of an equal number of shares of Revelstone Class B Common Stock (the “Conversion”). The 4,124,995 shares of Revelstone Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Revelstone Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the initial Business Combination as described in the prospectus for our initial public offering. Following the Conversion, there were 7,644,814 shares of Revelstone Class A Common Stock issued and outstanding and 5 shares of Revelstone Class B Common Stock issued and outstanding.

 

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Revelstone’s units, Class A Common Stock and warrants are currently listed on the Nasdaq Global Market, under the symbol “RCACU,” “RCAC” and “RCACW.” Revelstone will apply to list the shares of Class A Common Stock and the warrants of the Combined Company on the Nasdaq Global Market under the symbols “SJET” and “SJETW”, respectively, upon the closing of the Business Combination. At the Closing of the Business Combination, each Revelstone Unit will be separated into its components, which consists of one share of Revelstone Class A Common Stock and one-half of one Revelstone Warrant, and such units will no longer exist. No fractional Revelstone Warrants will be issued. A holder must own at least two units to receive one Warrant. Each remaining outstanding share of Revelstone Class B Common Stock will be converted into one share of Class A Common Stock. Upon Closing, Revelstone intends to change its name from “Revelstone Capital Acquisition Corp.” to “Set Jet, Inc.”

Revelstone is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Revelstone special meeting of stockholders, which will be held on December 27, 2023, at 11:30 a.m., Eastern time, via live webcast at the following address: https://www.cstproxy.com/revelstonecapital/sm2023, unless postponed or adjourned to a later date, Revelstone will ask its stockholders to adopt the Merger Agreement thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus.

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 7952159#

After careful consideration, Revelstone’s board of directors (the “Revelstone Board”) has unanimously approved the Merger Agreement and the other proposals described in this proxy statement/prospectus, and the Revelstone Board has determined that it is advisable to consummate the Business Combination. The Revelstone Board recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus. The Revelstone Initial Stockholders and certain investors have agreed to vote all of the 4,124,995 shares of Revelstone Class A Common Stock owned by them in favor of the Business Combination and the other proposals to be presented at the Special Meeting.

More information about Revelstone, Set Jet and the Business Combination is contained in this proxy statement/prospectus. Revelstone urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 37 OF THIS PROXY STATEMENT/PROSPECTUS.

On behalf of the Revelstone Board, I thank you for your support and look forward to the successful completion of the Business Combination.

     

Sincerely,

       

/s/ Morgan Callagy

       

Morgan Callagy

       

Co-Chief Executive Officer

The accompanying proxy statement/prospectus is dated December 13, 2023 and is first being mailed to the stockholders of Revelstone on or about that date.

Your vote is very important. Whether or not you plan to attend the special meeting of Revelstone’s stockholders online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Revelstone’s stockholders and vote online, you must obtain a proxy from your broker or bank.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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REVELSTONE CAPITAL ACQUISITION CORP.

14350 Myford Road
Irvine, CA 92606

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 27, 2023

To the Stockholders of Revelstone:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Revelstone Capital Acquisition Corp., a Delaware corporation (“Revelstone,” “we,” “our” or “us”), will be held on December 27, 2023, at 11:30 a.m., Eastern time, via live webcast at the following address:

https://www.cstproxy.com/revelstonecapital/sm2023.

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 7952159#

You are cordially invited to attend the special meeting for the following purposes:

        Proposal No. 1 — “The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Amended and Restated Merger Agreement dated as of August 16, 2023 (as may be amended from time to time, the “Merger Agreement”), by and among Revelstone, Set Jet, Inc., a Nevada corporation (“Set Jet”), Revelstone Capital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Revelstone (“Merger Sub”), and Thomas P. Smith, as the securityholder representative, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, pursuant to which Revelstone will issue shares of its Class A common stock, par value $0.0001 per share (“Revelstone Class A Common Stock”) to holders of the common stock, par value $0.0001 per share of Set Jet (“Set Jet Common Stock”) and Merger Sub will merge with and into Set Jet, with Set Jet surviving the merger and becoming a wholly-owned direct subsidiary of Revelstone (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

        Proposal No. 2 — “The Charter Proposal” — to consider and vote upon a proposal to approve a third amended and restated certificate of incorporation of Revelstone, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Amended Charter”).

        Proposal No. 3 — “The Advisory Charter Proposals — to consider and vote upon, on a non-binding advisory basis, five separate governance proposals relating to material differences between Revelstone’s Existing Certificate of Incorporation and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”). These proposals are referred to as the “Advisory Charter Proposals” or “Advisory Proposals 3A-3E.”

        Elimination of Dual-Class Common Stock Structure — to eliminate the dual-classes of Revelstone Common Stock authorized so that the only one class of common stock will be the Common Stock;

        Name Change — to change Revelstone’s name to “Set Jet, Inc.”;

        Actions by Stockholders  to require that stockholders only act at annual and special meetings of the corporation and not by written consent;

        Corporate Opportunity  to eliminate the current limitations on the corporate opportunity doctrine; and

        Additional Charter Amendments — to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination (the “Closing”).

 

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        Proposal No. 4 — “The Bylaws Amendment Proposal — To consider and vote upon a proposal to approve the Amended and Restated Bylaws of Revelstone, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Amended Bylaws”) to, among other things, set the procedures to nominate directors and allow Revelstone shares of stock to be uncertificated at the discretion of the board of directors of the Combined Company (the “Combined Company Board”), to be effective upon Closing.

        Proposal No. 5 — “The Nasdaq Proposal” — to consider and vote upon a proposal to issue (i) shares of Revelstone Common Stock to Set Jet stockholders pursuant to the terms of the Merger Agreement and (ii) shares of Revelstone Common Stock underlying the convertible notes issued to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement (as defined below), plus any additional shares pursuant to subscription agreements or other agreements we may enter into prior to Closing.

        Proposal No. 6 — “The Incentive Plan Proposal” — to consider and vote upon a proposal to approve the Set Jet 2023 Omnibus Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve, the aggregate number of shares issuable pursuant to incentive stock options (“ISOs”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, and the class(es) of employees eligible for ISOs under the Incentive Plan.

        Proposal No. 7 — “The Director Election Proposal” — to elect five directors to the Combined Company Board.

        Proposal No. 8 — “The Adjournment Proposal— to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Revelstone may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposal, the Bylaws Amendment Proposal, the Nasdaq Proposal and the Director Election Proposal (or Proposals 1, 2, 4, 5 and 7 and, collectively, the “Condition Precedent Proposals”) are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The Advisory Charter Proposals and the Incentive Plan Proposal will be presented to the Revelstone stockholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal (as defined below) set forth in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, and the Incentive Plan Proposal, requires the affirmative vote of holders of at least 65% of the then outstanding shares of Revelstone Common Stock. The approval of the Bylaws Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of Revelstone entitled to vote, voting together as a single class. The Advisory Charter Proposals and the Adjournment Proposal require the affirmative vote of holders of a majority of shares of Revelstone Common Stock. The Director Election Proposal requires the affirmative vote of the majority of holders of Class B shares of common stock.

The Revelstone Board has determined to convene and conduct the special meeting in a virtual meeting format at the following address: https://www.cstproxy.com/revelstonecapital/sm2023. There will be no physical meeting location. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Pursuant to Revelstone’s Existing Certificate of Incorporation, Revelstone is providing the holders of shares of Revelstone Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of Revelstone Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Revelstone to pay its income taxes or any other taxes payable) from the IPO and a concurrent private placement of warrants to the initial stockholders of Revelstone (“Revelstone Initial Stockholders”) (together with the Revelstone Initial Stockholders, the “Founders”).

 

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For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of November 10, 2023 of approximately $37.8 million, the estimated per share redemption price would have been approximately $10.75. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Holders of Revelstone’s outstanding warrants sold in the IPO, which are exercisable for shares of Revelstone Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. The holders of shares of Class B Common Stock, $0.0001 par value, issued as founder shares (“Founder Shares”) do not have redemption rights in connection with the consummation of the Business Combination, and such Founder’s Shares will be excluded from the pro rata calculation used to determine the per share redemption price. In addition, holders of the warrants issued in the private placement and included in the units sold in the IPO do not have redemption rights with respect to the private placement warrants or the public warrants.

As of November 10, 2023, the record date for the special meeting of stockholders (the “Record Date”), the Founders, including Revelstone’s officers, directors and certain Anchor Investors, own approximately 54% of the outstanding shares of Revelstone Common Stock. The Revelstone Initial Stockholders, including certain Anchor Investors and Revelstone’s officers and directors, have agreed to vote any shares of Revelstone Common Stock owned by them in favor of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, Inc. (“Advantage Proxy”).

By Order of the Board of Directors,

   

/s/ Morgan Callagy

   

Morgan Callagy

   

Chief Executive Officer

   

December 13, 2023

   

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

FREQUENTLY USED TERMS

 

2

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

5

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

20

SELECTED HISTORICAL FINANCIAL INFORMATION OF SET JET

 

33

SELECTED HISTORICAL FINANCIAL INFORMATION OF REVELSTONE

 

35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

36

RISK FACTORS

 

37

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

69

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

 

83

THE SPECIAL MEETING OF REVELSTONE’S STOCKHOLDERS

 

85

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

91

THE MERGER AGREEMENT

 

119

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

123

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

127

PROPOSAL NO. 2 — THE CHARTER PROPOSAL

 

136

PROPOSALS NO. 3A-3E — THE ADVISORY CHARTER PROPOSALS

 

138

PROPOSAL NO. 4 — THE BYLAWS AMENDMENT PROPOSAL

 

140

PROPOSAL NO. 5 — THE NASDAQ PROPOSAL

 

141

PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL

 

142

PROPOSAL NO. 7 — THE DIRECTOR ELECTION PROPOSAL

 

149

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

 

150

INFORMATION ABOUT SET JET

 

151

EXECUTIVE COMPENSATION

 

163

SET JET’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

169

CERTAIN SET JET RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

185

INFORMATION ABOUT REVELSTONE

 

187

REVELSTONE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

196

CERTAIN REVELSTONE RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

200

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

201

DESCRIPTION OF REVELSTONE’S SECURITIES

 

205

SHARES ELIGIBLE FOR FUTURE SALE

 

222

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

224

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

228

WHERE YOU CAN FIND MORE INFORMATION

 

230

TRADEMARK NOTICE

 

231

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A: AGREEMENT AND PLAN OF MERGER AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

 

A-1

ANNEX B: PROPOSED THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

B-1

ANNEX C: PROPOSED AMENDED AND RESTATED BYLAWS

 

C-1

ANNEX D: PROPOSED OMNIBUS EQUITY INCENTIVE PLAN

 

D-1

ANNEX E: FAIRNESS OPINION

 

E-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by Revelstone (File No. 333-274049) (the “Registration Statement”), constitutes a prospectus of Revelstone under Section 5 of the Securities Act, with respect to the shares of Revelstone Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of Revelstone’s stockholders at which Revelstone’s stockholders will be asked to consider and vote upon a proposal to approve the Business Combination Transactions by the approval and adoption of the Merger Agreement, among other matters.

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FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means a proposal to adjourn the special meeting of the stockholders of Revelstone to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

“Advisory Charter Proposals” or “Advisory Proposals 3A-3E means five separate non-binding, advisory governance proposals relating to material differences between Revelstone’s Existing Certificate of Incorporation and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the SEC.

“Amended Bylaws” means the Amended and Restated Bylaws of Revelstone, a copy of which is attached to this proxy statement/prospectus as Annex C, giving effect to the Bylaws Amendment Proposal.

“Amended Charter” means the third amended and restated certificate of incorporation of Revelstone, giving effect to the Charter Proposal.

“Anchor Founder Shares” means the 1,125,000 shares of Revelstone Class B Common Stock issued to certain Anchor Investors in connection with the IPO which converted into Class A shares of common stock on July 27, 2023.

“Broker non-vote means the failure of an Revelstone stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Merger and the transactions contemplated by the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“Bylaws Amendment Proposal” means the proposal to consider and vote upon the amended and restated bylaws of Revelstone in connection with the Business Combination.

“Charter Proposal” means the proposal to consider and vote upon the Existing Certificate of Incorporation in connection with the Business Combination.

“Class B Common Stock” means the shares of Class B common stock, $0.0001 par value of the Company issued to the initial stockholders and Anchor Investors.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Revelstone, immediately upon consummation of the Business Combination.

“Combined Company Common Stock” means the Revelstone Common Stock, immediately upon consummation of the Business Combination.

“Combined Company Stockholders” means the holders of Revelstone Common Stock, immediately upon consummation of the Business Combination.

“Condition Precedent Proposals” means the Business Combination Proposal, the Charter Proposal, the Bylaws Amendment Proposal, the Nasdaq Proposal and the Director Election Proposal.

“Current Bylaws” means the Bylaws of Revelstone in effect as of the date hereof.

“DGCL” means the Delaware General Corporation Law.

“Director Election Proposal” means the proposal to consider and vote on the recommendation of Thomas P. Smith, Steve Reynolds, David Norris, Daniel Neukomm and Richard Anthony to serve on the Board of the Combined Company.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Certificate of Incorporation” or “Charter” means the second amended and restated Certificate of Incorporation of Revelstone as in effect prior to the adoption of the Charter Proposals.

“Extension Payment” means the $90,000 to be paid to the Trust Account on a monthly basis to extend the time for Revelstone to complete a business combination for each month Extension until December 21, 2023.

“Earnout Shares” means the shares of Common Stock issuable to the existing Set Jet stockholders pursuant to the Merger Agreement.

“Founders” means the Revelstone Initial Stockholders which include the Sponsor and certain Anchor Investors.

“GAAP” means accounting principles generally accepted in the United States of America.

“Incentive Plan” means the Set Jet, Inc. 2023 Omnibus Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve, the aggregate number of shares issuable pursuant to incentive stock options (“ISOs”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, and the class(es) of employees eligible for ISOs under the Incentive Plan.

“Incentive Plan Proposal” means the proposal to approve the Incentive Plan in connection with the Business Combination.

“Initial Stockholder Shares” or “Founder Shares” means the 4,125,000 shares of Revelstone Class B Common Stock initially purchased by the Revelstone Initial Stockholders in a private placement in connection with the IPO and outstanding as of the date of this proxy statement/prospectus, 4,124,995 of such shares converted to Class A Common Stock on July 27, 2023.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Revelstone’s initial public offering of units, which closed on December 21, 2021, and including the purchase of the additional Units and Private Placement Warrants on January 11, 2022 upon the exercise of the over-allotment option by the underwriter.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger” means the merger of Merger Sub with and into Set Jet, with Set Jet surviving the Merger as a wholly-owned subsidiary of Revelstone.

“Merger Agreement” means the Amended and Restated Merger Agreement dated as of August 16, 2023, and as may be amended from time to time, by and among Revelstone, Set Jet, Merger Sub and Thomas P. Smith as the Securityholder Representative.

“Merger Sub” means Revelstone Capital Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Revelstone.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.0001 per share.

“Nasdaq” means the Nasdaq Global Market.

“Nasdaq Proposal” means the proposal to consider and vote to issue Revelstone Common Stock to Set Jet’s stockholders as a result of the Merger pursuant to the Merger Agreement.

Private Warrants” means the 6,250,000 private placement warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, of which 5,500,000 Private Warrants were sold to Revelstone Capital, LLC (the “Sponsor”) and 750,000 Private Warrants were sold to Roth Capital Partners, LLC, one of the representatives of the underwriters (“Roth”) at the time of the IPO. Each warrant will entitle the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

“Public Shares” means shares of Revelstone Class A Common Stock issued as a component of the Revelstone Units sold in the IPO.

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“Public Stockholders” means the holders of shares of Revelstone Class A Common Stock sold in its IPO.

“Public Warrants” means the warrants included as a component of the Revelstone units sold in the IPO, each of which is exercisable for one share of Revelstone Common Stock, in accordance with its terms.

“Revelstone” means Revelstone Capital Acquisition Corp., a Delaware corporation.

“Revelstone Board” means the Board of Directors of Revelstone

“Revelstone Class A Common Stock” means Revelstone’s Class A common stock, par value $0.0001 per share.

“Revelstone Class B Common Stock” means Revelstone’s Class B common stock, par value $0.0001 per share.

“Revelstone Common Stock” means the Revelstone Class A Common Stock and the Revelstone Class B Common Stock.

“Revelstone Initial Stockholders” means the initial stockholders of Revelstone, including the Revelstone Sponsor and Revelstone’s officers and directors.

“Revelstone Unit” means the units sold in the IPO each consisting of one share of Revelstone Class A Common Stock and one Revelstone Warrant.

“Revelstone Warrant Agreement” means the Warrant Agreement, dated as of December 16, 2021, by and between Revelstone and Continental Stock Transfer & Trust Company, governing the Revelstone Warrants.

“Revelstone Warrants” means warrants to purchase shares of Revelstone Common Stock as contemplated under the Revelstone Warrant Agreement, with each warrant exercisable for one share of Revelstone Common Stock at an exercise price of $11.50 per share, subject to certain adjustments.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Set Jet” means Set Jet, Inc. a Nevada corporation.

“Set Jet Board” means the Board of Directors of Set Jet.

“Set Jet Common Stock” means Set Jet’s common stock, par value $0.0001 per share.

“Set Jet Requisite Approval” means the affirmative vote of (i) the holders of at least a majority of the shares of Set Jet Common Stock (on an as-converted basis) outstanding, voting together as a single class.

“Sponsor” means Revelstone Capital LLC.

“Stockholder Proposals” means, individually or collectively as context requires, the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Bylaws Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and/or the Adjournment Proposal.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of Revelstone.

“Trust Account” means the trust account that holds a portion of the proceeds from Revelstone’s IPO and the concurrent sale of the Private Warrants.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Revelstone’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Revelstone has entered into the Merger Agreement with Set Jet and Merger Sub pursuant to which Merger Sub will be merged with and into Set Jet, with Set Jet surviving the Merger as a wholly-owned subsidiary of Revelstone. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and Revelstone encourages its stockholders to read it in its entirety. Revelstone’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Merger Agreement, among other Stockholder Proposals. See the section titled “Proposal No. 1 — The Business Combination Proposal.”

Upon the closing of the Business Combination, each share of Set Jet Common Stock outstanding “Set Jet Shares”) (specifically excluding (i) the SJ Fund Note which will be included as Set Jet Debt for Borrowed Money, and (ii) Set Jet Warrants, options, and RSUs which will be converted into Combined Company warrants, options, and RSUs on substantially the same terms and conditions) 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. The Pre-PIPE Convertible Note, issued on July 17, 2023 contemporaneously with the signing of the Merger Agreement will be converted into 800,000 shares of Revelstone Common Stock. The number of “Closing Merger Consideration Shares” is 5,703,000, subject to adjustment, and any shares of Revelstone Common Stock issued as a result of a reduction in the amount of Closing Debt shall not be registered. Each outstanding share of Revelstone Class B Common Stock will be converted into a share of Revelstone Class A Common Stock. Each share of Revelstone Class A Common Stock outstanding as of immediately prior to the Effective Time, giving effect to any redemptions, will not be affected.

The Revelstone Class A Common Stock, Revelstone Warrants and Revelstone Units are currently listed on Nasdaq under the symbol “RCAC”, “RCACW” and “RCACU” respectively. Revelstone has applied to list the shares of Class A common stock and the Revelstone Warrants of the Combined Company on the Nasdaq Global Market under the symbols “SJET” and “SJETW”, respectively, upon Closing. All outstanding Revelstone Units will be separated into their component securities immediately prior to the Closing. Accordingly, Revelstone will no longer have any units following consummation of the Business Combination, and therefore Revelstone will instruct Nasdaq to remove the listing of the Revelstone Units immediately following the consummation of the Business Combination. Upon Closing, Revelstone intends to change its name from “Revelstone, Inc.” to “Set Jet, Inc.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the Stockholder Proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Revelstone with respect to the Revelstone Common Stock issuable in connection with the Business Combination.

Q.     What matters will stockholders consider at the special meeting?

A.     At the Revelstone special meeting of stockholders, Revelstone will ask its stockholders to vote in favor of the following Stockholder Proposals:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement and the resulting Business Combination.

2.      The Charter Proposal — To consider and vote upon the Amended Charter to be in effect upon consummation of the Business Combination.

3.      The Advisory Charter Proposals — To consider and vote upon, on a non-binding advisory basis, five separate governance proposals relating to material differences between Revelstone’s Existing Certificate of Incorporation and the Amended Charter to be in effect upon the completion of the Business Combination

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in accordance with the requirements of the SEC. These proposals are referred to as the “Advisory Charter Proposals” or “Advisory Proposals 3A-3E”. The proposed amendments detailed below are collectively referred to as the “Advisory Charter Proposals”:

        Elimination of Dual-Class Common Stock Structure — to consider and vote upon a proposal to eliminate the dual-classes of Revelstone Common Stock authorized so that the only class of common stock will be the Common Stock;

        Name Change — to consider and vote upon a proposal to change the name of Revelstone to “Set Jet, Inc.”;

        Actions by Stockholders — to consider and vote upon a proposal to require that stockholders only act at annual and special meetings of the corporation and not by written consent;

        Corporate Opportunity — to consider and vote upon a proposal to eliminate the current limitations on the corporate opportunity doctrine; and

        Additional Charter Amendments — to consider and vote upon a proposal to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.

4.      The Bylaws Amendment Proposal — to consider and vote upon a proposal to approve the Amended Bylaws to, among other things, set the procedures to nominate directors and allow Revelstone shares of stock to be uncertificated at the discretion of the board, to be effective upon Closing.

5.      The Nasdaq Proposal — to consider and vote upon a proposal to issue (i) shares of Revelstone Common Stock to Set Jet stockholders pursuant to the terms of the Merger Agreement and (ii) shares of Revelstone Common Stock underlying the convertible notes issued to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement (as defined below), plus any additional shares pursuant to subscription agreements or other agreements we may enter into prior to Closing.

6.      The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Incentive Plan.

7.      The Director Election Proposal — to consider and vote upon a proposal to elect five directors to the Combined Company Board.

8.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Revelstone may not consummate the Business Combination unless the Condition Precedent Proposals are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The Advisory Charter Proposals and the Incentive Plan Proposal will be presented to the Revelstone stockholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal (as defined below) set forth in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal, requires the affirmative vote of holders of at least 65% of the then outstanding shares of Revelstone Common Stock. The approval of the Bylaws Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of Revelstone entitled to vote, voting together as a single class. The Advisory Charter Proposals and the Adjournment Proposal require the affirmative vote of holders of a majority of shares of Revelstone Common Stock. The Director Election Proposal requires the affirmative vote of the majority of holders of Class B Common Stock.

Revelstone will hold a special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

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The vote of stockholders is important. Stockholders are encouraged to vote by submitting their proxy as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.     I am a Revelstone warrant holder. Why am I receiving this proxy statement/prospectus?

A.     Upon consummation of the Business Combination, each Revelstone Warrant shall, by its terms, entitle the holder to purchase one share of Combined Company Common Stock in lieu of a share of Revelstone Common Stock at a purchase price of $11.50 per share, subject to certain adjustments. This proxy statement/prospectus includes important information about Set Jet and the business of Set Jet following consummation of the Business Combination. Revelstone urges you to read the information contained in this proxy statement/prospectus carefully.

Q.     Are any of the Stockholder Proposals conditioned on one another?

A.     Revelstone may not consummate the Business Combination unless the Condition Precedent Proposals are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The Advisory Charter Proposals and the Incentive Plan Proposal will be presented to the Revelstone stockholders for a vote only if the Condition Precedent Proposals are approved. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal (as defined below) set forth in the accompanying proxy statement/prospectus.

It is important for you to note that in the event that the Business Combination Proposal is not approved, then Revelstone will not consummate the Business Combination. If Revelstone does not consummate the Business Combination and fails to complete an initial business combination by December 21, 2023, so long as the Extension Payments are made to the Trust Account on a monthly basis, or obtain the approval of Revelstone’s stockholders to extend the deadline for Revelstone to consummate an initial business combination, then Revelstone will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     On the Closing Date, Set Jet will merge into Merger Sub, whereupon Merger Sub will cease to exist and Set Jet will continue as the surviving entity and become a direct wholly-owned subsidiary of Revelstone. The Business Combination will have the effects specified under Delaware law. At the Closing, all of the then-outstanding shares of Set Jet Common Stock will be cancelled and automatically converted into 5,703,000 shares of Revelstone Common Stock, subject to adjustment based on whether the Debt for Borrowed Money of Set Jet net of Set Jet’s Cash and Cash Equivalents at Closing is greater than or less than $14,970,000, which may result in an issuance of up to an additional 1,497,000 shares of Revelstone Common Stock. The SJ Fund Note shall be included as Set Jet Debt for Borrowed Money and all outstanding warrants, options, and RSUs to purchase or acquire shares of Set Jet Common Stock shall have been converted into a warrant, option, or RSU (as applicable) to purchase or acquire shares of Revelstone Common Stock, on substantially the same terms and conditions.

Q.     Why is Revelstone proposing the Business Combination Proposal?

A.     Revelstone was organized for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Revelstone is not limited to a particular industry or geographic region.

Revelstone received approximately $167 million in net proceeds from its IPO, partial exercise of the over-allotment option and sale of the Private Warrants, of which $167 million was initially placed into the Trust Account immediately following the IPO and the partial exercise of the over-allotment option ($10.00 per share). On June 14, 2023, a special meeting held by Revelstone to extend the time to complete a business combination, 12,980,181 public shares were tendered for redemption. As a result, approximately $134 million (approximately $10.35 per share) was removed from Revelstone’s Trust Account to pay such holders. Following redemptions, Revelstone had 3,519,819 shares of Class A Common Stock outstanding, and approximately $36.4 million in the Trust Account. In accordance with the Existing Certificate of Incorporation, holders of Public Shares may redeem such shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account upon the consummation of the Business Combination. See the question titled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” for more information.

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On July 27, 2023, Revelstone issued an aggregate of 4,124,995 shares of Revelstone Class A Common Stock to the holders of shares of Revelstone Class B Common Stock upon the exchange of an equal number of shares of Revelstone Class B Common Stock. There are currently 7,644,819 shares of Revelstone Common Stock issued and outstanding, consisting of 7,644,814 shares of Revelstone Class A Common Stock, and five shares of Class B Common Stock held by the Revelstone Initial Stockholders.

In addition, there are currently 14,500,000 Revelstone Warrants issued and outstanding, consisting of 8,250,000 whole Public Warrants and 6,250,000 Private Warrants. Each Revelstone Warrant entitles the holder thereof to purchase one share of Revelstone Common Stock at a price of $11.50 per share, subject to certain adjustments. The Revelstone Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., five years after the completion of a business combination or earlier upon redemption or liquidation.

Under the Existing Certificate of Incorporation, all holders of Public Shares have the opportunity to have their Public Shares redeemed upon the consummation of the Business Combination.

Q.     Did the Revelstone Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The Revelstone Board obtained a fairness opinion in connection with its determination to proceed with the Business Combination even though the Existing Certificate of Incorporation only requires one if the target business is affiliated with the Sponsor, or the directors or officers of Revelstone. This transaction was negotiated between unrelated parties with no pre-existing relationship and no conflicts of interest were present. The fairness opinion dated July 1, 2023, provided by Marshall & Stevens is attached hereto as Annex E.

In analyzing the Business Combination, the Revelstone Board and management conducted due diligence on Set Jet and researched the industry in which Set Jet operates and concluded that the Business Combination was in the best interest of Revelstone’s stockholders. In reaching this conclusion, the Revelstone Board considered a number of factors and a broad range of information, including industry knowledge, market comparable financial data for similar Set Jet companies, financial projections, existing revenue contracts and as well as an evaluation of the pipeline of potential revenue contracts. For a complete discussion of the factors utilized by the Revelstone Board in approving the Business Combination, see the section titled, “Proposal No. 1 — The Business Combination — Revelstone Board’s Reasons for the Approval of the Business Combination.”

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the remaining proceeds of the IPO and a concurrent private placement of warrants to the Founders (after redemptions that took place in June of 2023 in connection with the approval of charter amendments to extend the period of time in which a business combination may be completed), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Revelstone to pay its income taxes or franchise taxes payable. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the Founders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO in connection with the completion of Revelstone’s business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $37.8 million on November 10, 2023 the estimated per share redemption price would have been approximately $10.75. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Revelstone), in connection with the liquidation of the Trust Account.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal and other Stockholder Proposals or do not vote your shares at all. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer

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remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on December 22, 2023 (two business days before the special meeting of stockholders), (i) submit a written request to Revelstone’s transfer agent that Revelstone redeem your Public Shares for cash, and (ii) deliver your stock to Revelstone’s transfer agent physically or electronically through The Depository Trust Company (“DTC”) by the deadline. For the address of Continental Stock Transfer & Trust Company, Revelstone’s transfer agent, see the question “Who can help answer my questions?” below. Revelstone requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to Revelstone’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Revelstone’s transfer agent will need to act to facilitate the request. It is Revelstone’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Revelstone does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Under Revelstone’s bylaws, Revelstone is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Revelstone’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Revelstone’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Revelstone’s transfer agent return the shares (physically or electronically). You may make such request by contacting Revelstone’s transfer agent at the phone number or address listed under the question, “Who can help answer my questions?”.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of shares of Revelstone Common Stock in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Revelstone’s stockholders who properly exercise their redemption rights and (ii) expenses incurred by Set Jet and Revelstone in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. The remaining funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Business Combination.

Q.     What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

As a result of redemptions, the trading market for the Combined Company Common Stock may be less liquid than the market for Revelstone Common Stock was prior to the Business Combination and the Combined Company may not be able to meet the listing standards of a national securities exchange. Additionally, with fewer funds available from the trust account, the capital infusion from the Trust Account into the Combined Company will be reduced and it may not be able to achieve its business plan and may require additional financing sooner than currently anticipated.

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Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

Members of the Revelstone Board and Revelstone’s executive officers and advisors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

        If the Business Combination is not approved, in accordance with our Charter, the 4,125,000 founder shares held by the Revelstone Initial Stockholders, including our officers and directors, which were acquired prior to our initial public offering (the “IPO”) for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 5,500,000 Private Warrants, which were purchased by the Sponsor simultaneously with the IPO and in connection with the exercise of the overallotment option, for an aggregate purchase price of $5,500,000. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the founder shares and the Private Warrants, such founder shares together with the Private Warrants had an aggregate market value of approximately $44 million based on the last sale price of $10.69 and $0.04, respectively, on Nasdaq on November 10, 2023.

        On August 24, 2023, Revelstone issued a promissory note (the “First Working Capital Note”) to the Sponsor. Pursuant to the First Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $100,000. On October 19, 2023, Revelstone issued a promissory note (the “Second Working Capital Note”) to the Sponsor. Pursuant to the Second Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $100,000. The First Working Capital Note and any additional Working Capital Notes are hereinafter referred to as the “Working Capital Notes”). The Working Capital Notes were issued to fund working capital of the Company. The Working Capital Notes are non-interest bearing and all outstanding amounts under the Working Capital Notes will be due on the date on which we consummate our initial business combination (the “Maturity Date”).

        All rights specified in the Company’s Charter as amended on June 14, 2023, relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

        The exercise of Revelstone’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

        Our Sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed, including any balances outstanding on any Working Capital Notes, as described herein, issued to Revelstone by the Sponsor. As of November 10, 2023, $200,000 is outstanding from the Working Capital Notes, and there are no out-of-pocket expenses owed to Revelstone’s officers, directors or Sponsor.

        If a business combination is not consummated, and there are insufficient funds to repay the Working Capital Notes, all unpaid amounts would be forgiven. All or a portion of the amounts outstanding under the Working Capital Notes may be converted on the Maturity Date into Warrants at a price of $1.00 per Warrant at the option of the Sponsor. The Warrants would be identical to the Company’s outstanding Private Warrants that were issued to the Sponsor in the Private Placement. The Working Capital Notes contain customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that are not timely cured after written notice of such default from the Sponsor.

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In light of the foregoing, the Sponsor and its affiliates will receive material benefits from Closing and may be incentivized to complete the Business Combination with Set Jet rather than liquidate even if (i) Set Jet is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and its affiliates may have interests in the Closing that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and its affiliates who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if the public stockholders experience a negative return on their investment after consummation of the Business Combination.

If Revelstone does not complete the Business Combination with Set Jet for whatever reason, Revelstone would search for another target business with which to complete a business combination. If Revelstone does not complete a business combination with Set Jet or another target business by December 21, 2023, so long as the Extension Payments have been made on a monthly basis, or we obtain the approval of Revelstone’s stockholders to extend the deadline for Revelstone to consummate an initial business combination, Revelstone must redeem 100% of the remaining outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of then outstanding Public Shares. The Founders have no redemption rights in the event a business combination is not consummated in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such a liquidation, as described above, there will be no distribution with respect to outstanding Revelstone Warrants and, accordingly, the Revelstone Warrants will expire and be worthless.

Q.     How are the Extension Payments being made?

A.     The Extension Payments are being made by Set Jet in accordance with the Merger Agreement, in the amount of $90,000 per month commencing July 21, 2023 through December 21, 2023. To date, Extension Payments have been made by Set Jet to extend the time to complete the Business Combination until December 21, 2023.

Q.     Is the Business Combination taxable to Set Jet’s stockholders?

A.     The material U.S. federal income tax considerations that may be relevant to Set Jet stockholders in respect of the Business Combination are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences — Certain Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Set Jet Common Stock who receive Combined Company Common Stock in exchange for their Set Jet Common Stock”. The discussion of the U.S. federal income tax consequences contained in this proxy statement/consent solicitation statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. non-income tax (e.g., gift and estate tax), U.S. state or local tax or non-U.S. tax laws.

Q.     What is Set Jet?

A.     Set Jet is a membership-driven technology company facilitating luxurious private jet charters for its members For more information, see the section titled “Information About Set Jet.”

Q.     What equity stake will current Revelstone stockholders and Set Jet stockholders have in the Combined Company after the Closing?

A.     The following table sets forth the ownership percentages of the Combined Company upon completion of the Business Combination assuming No Redemptions, Intermediate Redemptions and Maximum Redemptions. The ownership percentages reflected in the table are based upon the number of shares of Revelstone Common Stock and Set Jet Common Stock outstanding as of September 30, 2023 and are subject to the following transactions and assumptions:

        the cancellation of each issued and outstanding share of Set Jet Common Stock and the conversion into the right to receive a number of shares of Combined Company Common Stock equal to an estimated exchange ratio of 0.194 shares of Combined Company Common Stock for each share of Set Jet Common Stock;

        the conversion of the pre-PIPE Convertible Note financing of $4 million funded to Set Jet plus any interest converting into 800,000 shares of Combined Company Common Stock and 400,000 Combined Company warrants;

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        the sale of 2,800,000 shares of Combined Company Common Stock pursuant to a committed PIPE Subscription. A total of $7.5 million is payable at Closing and $6.5 million within three months of the Closing. A total of 1,400,000 Combined Company warrants are issuable in connection with the PIPE Subscription;

        cancellation of 100,000 outstanding Revelstone Sponsor shares of Revelstone Class A Common Stock;

        issuance of 295,500 shares of Combined Company Common Stock in payment of certain Closing costs; and

        no issuance of additional securities by Revelstone or Set Jet prior to Closing.

The exchange ratio described above is estimated by Set Jet based on information at September 30, 2023 and may change based on events to the Closing Date. Events that affect the exchange ratio include Set Jet aggregate debt balances, Set Jet issuances/retirements of debt, Set Jet issuance/retirement of Set Jet Common Stock or common stock equivalents including options, RSUs and warrants and the cash balances of Set Jet at Closing.

For purposes of the table:

No Redemptions Scenario:    This scenario assumes that no further Public Shares are redeemed upon consummation of the Business Combination.

Intermediate Redemptions Scenario:    This scenario assumes that 1,759,910 Public Shares, 50% of the Public Shares, are redeemed upon consummation of the Business Combination.

Maximum Redemptions Scenario:    This scenario assumes that all 3,519,819 Public Shares are redeemed upon consummation of the Business Combination.

If any of these assumptions are not correct, these share numbers and ownership percentages will be different.

 

Assuming No Further
Redemptions

 

Assuming 50% of Maximum
Redemptions

 

Assuming Maximum
Redemptions

   

Shares

 

Percentage

 

Shares

 

Percentage

 

Shares

 

Percentage

Revelstone public stockholders

 

3,519,819

 

21.3

%

 

1,759,909

 

11.9

%

 

 

0.0

%

Revelstone anchor stockholders

 

1,125,000

 

6.8

%

 

1,125,000

 

7.6

%

 

1,125,000

 

8.7

%

Revelstone officers and directors

 

2,900,000

 

17.6

%

 

2,900,000

 

19.7

%

 

2,900,000

 

22.3

%

Pre-PIPE and PIPE investor

 

3,600,000

 

21.8

%

 

3,600,000

 

24.4

%

 

3,600,000

 

27.7

%

Closing costs paid in common stock

 

295,500

 

1.8

%

 

295,500

 

2.0

%

 

295,500

 

2.3

%

Current holders of Set Jet stock

 

5,064,000

 

30.7

%

 

5,064,000

 

34.3

%

 

5,064,000

 

39.0

%

Total Combined Company Common Stock outstanding

 

16,504,319

 

100.0

%

 

14,744,409

 

100.0

%

 

12,984,500

 

100.0

%

The numbers of shares and percentage interests set forth above are estimated assuming merger closing computed on share and other information as of September 30, 2023 and may change based on events to the Closing Date. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account potential future exercises of Revelstone Warrants or other options and warrants, or any Combined Company Common Stock to be issued upon the conversion of the SJ Fund Note because such Note will not be a “Converting Note” under the Merger Agreement if the holder thereof does not elect to convert the balance under such note into shares of Set Jet Common Stock prior to the Closing Date.

Q.     Who will be the officers and directors of the Combined Company if the Business Combination is consummated?

A.     The Merger Agreement provides that, upon the consummation of the Business Combination, the Combined Company Board will be comprised of up to six members; however, at present, only five such positions are expected to be filled. Immediately following the consummation of the Business Combination, we expect that the following will be the directors of the Combined Company: Thomas P. Smith, Steve Reynolds, David Norris, Daniel Neukomm and Richard Anthony. See the section titled “Management After the Business Combination.”

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Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Merger Agreement, including that Revelstone Stockholders have approved and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Merger Agreement — Conditions to Closing.”

Q.     What happens if I sell my shares of Revelstone Common Stock before the special meeting of stockholders?

A.     The Record Date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Revelstone Common Stock after the Record Date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

However, you will not become a Combined Company Stockholder following the Closing because only Revelstone’s stockholders on the date of the Closing will become Combined Company Stockholders.

Q.     What vote is required to approve the Stockholder Proposals presented at the special meeting of stockholders?

A.     The approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal, requires the affirmative vote of holders of at least 65% of the then outstanding shares of Revelstone Common Stock. The approval of the Bylaws Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of Revelstone entitled to vote, voting together as a single class. The Advisory Charter Proposals and the Adjournment Proposal require the affirmative vote of holders of a majority of shares of Revelstone Common Stock present in person or by proxy and entitled to vote at the special meeting. The Director Election Proposal requires the affirmative vote of the majority of holders of Class B Common Stock.

Abstentions will be considered present for the purposes of establishing a quorum (if so present in accordance with the terms of our Charter). Abstentions will have the same effect as a vote against the Business Combination Proposal, the Charter Proposal, the Bylaws Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Proposals and the Adjournment Proposal.

As of the Record Date, the Revelstone Initial Stockholders beneficially own an aggregate of 4,125,000 shares of Revelstone Common Stock, or approximately 54% of the outstanding shares of Revelstone Common Stock. Pursuant to the Parent Support Agreement, the Revelstone Initial Stockholders have agreed to vote all of their Initial Stockholder Shares and any Public Shares acquired by them in favor of the Business Combination and each of the other Proposals.

Q.     How many votes do I have at the special meeting of stockholders?

A.     Revelstone’s stockholders are entitled to one vote at the special meeting for each share of Revelstone Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 7,644,819 shares outstanding of Revelstone Common Stock including 7,644,814 shares of Revelstone Class A Common Stock and 5 shares of Revelstone Class B Common Stock.

Q.     What interests do Revelstone’s current officers and directors have in the Business Combination?

A.     The Revelstone Board and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

        the beneficial ownership of the Revelstone Board and officers, and the Revelstone Initial Stockholders of an aggregate of 4,125,000 shares of Revelstone Common Stock and 5,500,000 Revelstone Warrants, which shares and warrants would become worthless if Revelstone does not complete a business combination within the applicable time period, as our directors and officers have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $44 million and $220,000, respectively, based on the closing prices of Revelstone Common Stock and warrants of $10.69 and $0.04, respectively on Nasdaq on November 10, 2023, the Record Date for the special meeting of stockholders. Based on such market values, the Revelstone Board and officers will have an unrealized gain of approximately $38.8 million on their Revelstone securities;

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        the Revelstone Board will not receive reimbursement for any out-of-pocket expenses incurred by them on Revelstone’s behalf incident to identifying, investigating and consummating the Business Combination, to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless the Business Combination is consummated; and

        the continued indemnification of the current directors and officers of Revelstone following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination.

These interests may influence the Revelstone Board in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination — Interests of Revelstone’s Directors and Officers in the Business Combination.”

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder elects to redeem its Revelstone Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Revelstone Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Revelstone Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Revelstone Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Considerations of Exercising Redemption” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Revelstone Common Stock for cash.

Q.     If I hold Revelstone Warrants, can I exercise redemption rights with respect to my warrants?

A.     No. Holders of Revelstone Warrants have no redemption rights with respect to the Revelstone Warrants.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section titled “The Merger Agreement — Conditions to Closing.

Q:     What are the possible sources and extent of dilution that holders of public shares who elect not to redeem their public shares will experience in connection with the Business Combination?

A:     After the completion of the Business Combination, public stockholders will own a significantly smaller percentage of the combined company than they currently own of Revelstone. Consequently, public stockholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Revelstone.

The following table sets forth the ownership percentages of the Combined Company upon completion of the Business Combination assuming no further redemptions, 50% redemptions and 100% redemptions, including all sources of potential dilution. The ownership percentages reflected in the table are based upon the number of shares of Revelstone Class A Common Stock and Set Jet Common Stock outstanding as of September 30, 2023 and are subject to the following additional assumptions:

        exercise of all Revelstone Warrants and all pre-PIPE and PIPE warrants;

        issuance of 4,500,000 Set Jet Stockholder Earnout Shares and 2,000,000 management Retention Bonus Earnout RSUs;

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        exercise or issuance of all Set Jet options, RSUs and warrants on an as converted basis at Closing;

        no issuance of additional securities underlying any stock options, RSUs, warrants or convertible debt of Set Jet; and

        no issuance of post-Closing price reset shares related to Closing costs paid in Combined Company Stock.

For purposes of the table:

No Further Redemption Scenario:    This scenario assumes that no further Public Shares are redeemed upon consummation of the Business Combination.

50% of Maximum Redemption Scenario:    This scenario assumes that 1,759,910, or 50%, of the Public Shares are redeemed upon consummation of the Business Combination.

Maximum Redemption Scenario:    This scenario assumes that all 3,519,819 Public Shares are redeemed upon consummation of the Business Combination.

 

Assuming No Further
Redemptions

 

Assuming 50% of Maximum
Redemptions

 

Assuming Maximum
Redemptions

   

Shares

 

Percentage

 

Shares

 

Percentage

 

Shares

 

Percentage

Revelstone public stockholders

 

3,519,819

 

8.8

%

 

1,759,909

 

4.6

%

 

 

0.0

%

Revelstone anchor stockholders

 

1,125,000

 

2.8

%

 

1,125,000

 

2.9

%

 

1,125,000

 

3.1

%

Revelstone sponsor stockholders

 

2,900,000

 

7.3

%

 

2,900,000

 

7.6

%

 

2,900,000

 

8.0

%

Revelstone public warrants(1)(2)

 

8,250,000

 

20.7

%

 

8,250,000

 

21.6

%

 

8,250,000

 

22.7

%

Revelstone private warrants

 

6,250,000

 

15.6

%

 

6,250,000

 

16.4

%

 

6,250,000

 

17.2

%

Pre-PIPE and PIPE investor(3)

 

3,600,000

 

9.0

%

 

3,600,000

 

9.4

%

 

3,600,000

 

9.9

%

Pre-PIPE and PIPE investor
warrants(4)

 

1,800,000

 

4.5

%

 

1,800,000

 

4.7

%

 

1,800,000

 

4.9

%

Closing costs paid in common stock

 

295,500

 

0.7

%

 

295,500

 

0.8

%

 

295,500

 

0.8

%

Current holders of Set Jet stock

 

5,064,000

 

12.7

%

 

5,064,000

 

13.3

%

 

5,064,000

 

13.9

%

Current holders of Set Jet options/RSUs and warrants

 

638,500

 

1.6

%

 

638,500

 

1.7

%

 

638,500

 

1.8

%

Set Jet stockholder earnout shares

 

4,500,000

 

11.3

%

 

4,500,000

 

11.8

%

 

4,500,000

 

12.4

%

Management retention bonus earnout RSUs

 

2,000,000

 

5.0

%

 

2,000,000

 

5.2

%

 

2,000,000

 

5.5

%

Total Combined Company Common Stock outstanding

 

39,942,819

 

100.0

%

 

38,182,909

 

100.0

%

 

36,423,000

 

100.0

%

____________

(1)      Assumes the Combined Company’s stock price above $11.50 and warrants are exercised for $11.50 cash. The approximate $166.8 million cash proceeds of warrant exercise are not included in the pro forma financials since it is contingent upon market price considerations beyond the Company’s control after the Business Combination.

(2)      Valued at $330,000 based on the price at the close on November 10, 2023 of $0.04 per Warrant.

(3)      Assumes the Pre-PIPE Convertible Note is converted into 800,000 Merger Consideration Shares.

(4)      Assumes all warrants are issued to the Investor.

Q.     What happens to the Deferred Underwriting Fee if there are No Further Redemptions?

A.     The deferred underwriting fee is based on the Underwriting Agreement in connection with the IPO and is a fixed fee of $1,732,500, or 3.0% of the gross proceeds of the IPO. This fee remains constant, however, as a percentage of remaining proceeds after redemptions, the percentage will change depending on the amount of redemptions. For example, if there are no additional redemptions (No Additional Redemption Scenario), the

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deferred underwriting fee as a percentage of remaining proceeds would be 4.6%; at a 50% redemption of the remaining public shares (Intermediate Redemption Scenario), it would be 9.2%; and at a maximum redemption (Maximum Redemption Scenario), the fee would be not applicable as illustrated in the table below:

Underwriting Fees

 

No Additional
Redemption
Scenario

 

Intermediate
Redemption
Scenario
(1)

 

Maximum
Redemption
Scenario
(2)

Unredeemed Public Shares

 

 

3,519,819

 

 

 

1,759,909

 

 

 

Trust Proceeds to Set Jet

 

$

37,500,000

 

 

$

18,750,000

 

 

$

Deferred Underwriting Fee

 

$

1,732,500

 

 

$

1,732,500

 

 

$

1,732,500

Effective Deferred Underwriting Fee

 

 

4.6

%

 

 

9.2

%

 

 

N/A

____________

(1)      Under the intermediate redemption scenario, we assume redemptions of fifty percent (50%) of the remaining unredeemed public shares amounting to 1,759,909 shares of Common Stock for aggregate redemption payments of $18.75 million using a per-share redemption price of $10.66.

(2)      Under the maximum redemption scenario, we assume redemptions of all remaining public shares of Common Stock for aggregate redemption payments of $37.5 million using a per-share redemption price of $10.66.

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you were a holder of record of Revelstone Common Stock on November 10, 2023, the record date for the special meeting of stockholders, you may vote on the Stockholder Proposals online at the virtual special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting of stockholders and vote online, obtain a proxy from your broker, bank or nominee.

Q.     What will happen if I abstain from voting or I attend the special meeting and fail to vote?

A.     At the special meeting of stockholders, Revelstone will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote by a Revelstone stockholder who attends the special meeting will have the same effect as a vote against the Business Combination Proposal, the Charter Proposal, the Bylaws Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Proposals and the Adjournment Proposal.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by Revelstone without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each of the Stockholder Proposals.

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Q.     Do I need to attend the special meeting of stockholders to vote my shares?

A.     No. You are invited to virtually attend the special meeting to vote on the Stockholder Proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Revelstone encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the special meeting of stockholders, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Stockholder Proposal for which your broker does not have discretionary authority to vote. If your shares are held in “street name” in a stock brokerage account or by a broker, bank, or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank, or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Revelstone or by voting virtually in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee.

If a Stockholder Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Stockholder Proposal without receiving voting instructions from you. If a Stockholder Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Stockholder Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are “non-routine” matters. Broker non-votes occur with respect to a proposal when a broker, bank or nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Because none of the proposals to be voted on at the special meeting is expected to be a “routine” matter for which brokers will have discretionary authority to vote without instructions from the beneficial owner of the shares, Revelstone does not expect any broker non-votes at the special meeting.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to Revelstone’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the virtual special meeting and vote online. You also may revoke your proxy by sending a notice of revocation to Revelstone’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the special meeting?

A.     If you fail to take any action with respect to the special meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Combined Company and/or your warrants will entitle you to purchase common stock of the Combined Company unless you exercise your redemption rights. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Revelstone.

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Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting of stockholders?

A.     A quorum of Revelstone’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Revelstone Common Stock outstanding and entitled to vote at the meeting is virtually represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

As of the Record Date for the special meeting, 3,822,410 shares of Revelstone Common Stock will be required to achieve a quorum.

If there is no quorum, a majority of the shares represented by stockholders virtually present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.     What happens to the Revelstone Warrants I hold if I vote my shares of Revelstone Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as an Revelstone stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your Revelstone Warrants, and if Revelstone does not otherwise consummate an initial business combination by December 21, 2023, with the payment of $90,000 per month for each one-month extension, or obtain the approval of Revelstone’s Stockholders to extend the deadline for Revelstone to consummate an initial business combination, Revelstone will be required to dissolve and liquidate, and your Revelstone Warrants will expire worthless.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     Revelstone will pay the cost of soliciting proxies for the special meeting of stockholders. Revelstone has engaged Advantage Proxy to assist in the solicitation of proxies for the special meeting. Revelstone will pay Advantage Proxy a fee of $8,500, and will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Revelstone also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Revelstone Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Revelstone Common Stock and in obtaining voting instructions from such beneficial owners. Revelstone’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the Stockholder Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877
-870-8565
Collect: 206
-870-8565
Email: ksmith@advantageproxy.com

To obtain timely delivery, Revelstone’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

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You may also obtain additional information about Revelstone from documents filed with the SEC by following the instructions in the section titled, “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Revelstone’s transfer agent prior to 5:00 p.m., New York time, on December 22, 2023 (two business days prior to the special meeting of stockholders). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination Proposal and the other Stockholder Proposals to be considered at the special meeting of stockholders, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled, “Where You Can Find More Information.”

Parties to the Business Combination

Revelstone

Revelstone is a Delaware corporation and was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, referred to throughout this proxy statement/prospectus as its initial business combination. Although Revelstone may pursue its initial business combination in any industry or geographic location, it currently intends to focus on opportunities with land and resource holdings companies, with the potential to create, support, and/or innovate for the new economy.

On December 21, 2021, Revelstone closed its initial public offering (“IPO”) of 15,000,000 units (the “Units”) at $10.00 per Unit, each Unit comprised of one share of Class A Common Stock, $0.0001 par value (the “Public Shares”), and one half-of-one redeemable warrant, each whole warrant to purchase one share of Class A Common Stock at a purchase price of $11.50 per share (the “Public Warrants”), generating gross proceeds of $150,000,000. On January 11, 2022, the over-allotment option was partially exercised and the underwriters purchased 1,500,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds of $15,000,000.

On December 21, 2021, simultaneously with the consummation of the IPO, Revelstone completed the private sale (the “Private Placement”) of 5,800,000 private placement warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, of which 5,050,000 Private Warrants were sold to Revelstone Capital, LLC (the “Sponsor”) and 750,000 Private Warrants were sold to Roth Capital Partners, LLC, one of the representatives of the underwriters (“Roth”), generating gross proceeds to Revelstone of $5,800,000. The Private Warrants are identical to the Public Warrants sold in the IPO, except as otherwise disclosed in the IPO prospectus. On January 11, 2022, the Sponsor purchased an additional 450,000 Private Warrants when the underwriter partially exercised their over-allotment option, generating additional proceeds of $450,000.

A total of $166,650,000 from the net proceeds of the sale of the Units in the IPO, including the partial exercise of the over-allotment option, and a portion of the proceeds from the sale of the Private Warrants simultaneous with the IPO and the partial exercise of the over-allotment option, was placed in a trust account (the “Trust Account”).

Revelstone Class A Common Stock, Revelstone Warrants and Revelstone Units (each Revelstone Unit comprising one share of Revelstone Class A Common Stock and one-half of one Revelstone Warrant) are currently listed and trading on Nasdaq under the ticker symbols “RCACU,” “RCAC” and “RCACW respectively, and separate trading for these was possible beginning on February 7, 2022. We have applied to list the Combined Company Common Stock and Combined Company Warrants on Nasdaq under the symbols “SJET” and “SJETW,” respectively, upon Closing. The Revelstone Units not already separated will automatically separate into their component securities (one share of Revelstone Class A Common Stock and one Revelstone Warrant to be exercisable into one share of Class A Common Stock) upon Closing and, as a result, will no longer exist. No fractional Revelstone Warrants will be issued and the number of Revelstone Warrants to be issued to any holder of Revelstone Units upon separation will be rounded down to the next whole warrant.

At a special meeting of Revelstone stockholders held on June 14, 2023 (the “Extension Meeting”), Revelstone stockholders approved (i) a proposal to amend its amended and restated certificate of incorporation, and (ii) a proposal to amend the Management Trust Agreement with the Transfer Agent, to extend the date by which it has to consummate a business combination until December 21, 2023, on a month-to-month basis by depositing $90,000 per month into the Trust Account. On, June 14, 2023, July 21, 2023, August 21, 2023, September 20, 2023, October 20, 2023, and November 20, 2023, $90,000 was deposited into the Trust Account for each one-month extension, to extend the time to complete a business combination to December 21, 2023.

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In connection with the stockholders’ vote at the Special Meeting of Stockholders held by Revelstone on June 14, 2023, 12,980,181 shares were tendered for redemption. As a result, approximately $134 million was removed from the Trust Account to pay such holders. Following redemptions, Revelstone had 3,519,819 Public Shares of Class A Common Stock outstanding, and approximately $36.4 million in Trust Account. On July 27, 2023, Revelstone issued an aggregate of 4,124,995 shares of Class A common stock to the holders of shares of Revelstone Class B Common Stock upon the exchange of an equal number of shares of Revelstone Class B Common Stock. Following the Conversion, there were 7,644,814 shares of Revelstone Class A Common Stock issued and outstanding and five shares of Revelstone Class B Common Stock issued and outstanding.

Revelstone has until December 21, 2023 to complete a Business Combination so long as it deposits $90,000 per month for each one month extension, or obtain the approval of Revelstone’s stockholders to extend the deadline for Revelstone to consummate the initial Business Combination. If any Extension Payment is not made, and we are unable to complete a Business Combination by this time, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Revelstone Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The mailing address of Revelstone’s principal executive office is 14350 Myford Road, Irvine, CA 92606, and its telephone number is (949) 751-7518.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Revelstone, formed on April 17, 2023 to consummate the Business Combination. Following the Business Combination, Merger Sub will have merged with and into Set Jet with Set Jet surviving the Merger. As a result, Set Jet will become a wholly-owned subsidiary of Revelstone.

The mailing address of Merger Sub’s principal executive office is 14350 Myford Road, Irvine, CA 92606, and its telephone number is 949-751-7518.

Set Jet

Set Jet is a Nevada corporation that was initially formed as a limited liability company in 2014 and converted into a corporation in 2022. Set Jet is a membership-driven technology company facilitating luxurious private jet charters for its members. Set Jet’s proprietary technology platform enables security pre-screened and approved members to self-aggregate and share a private jet charter between frequently traveled destinations in the western United States. Set Jet’s innovative membership business model offers bookings of an affordable fixed price private jet experience at a fraction of the cost of a typical private jet charter. Set Jet’s revenues include a combination of recurring monthly membership fees and member charter flight revenue.

Set Jet neither owns nor operates any aircraft. Professional charter operator partners provide aircraft, pilots for such aircraft and related aircraft services for member charters. Set Jet acts as a liaison between its members and the charter operator to help seamlessly assure a positive member experience. Set Jet also staffs cabin hostesses for each flight and its ground operations personnel assist member travelers with their charter journey.

The mailing address of Set Jet’s principal executive office is 15011 N 75th Street, Scottsdale, Arizona 85260, and its telephone number is 480-264-6500.

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The Business Combination

Merger Agreement

On July 17, 2023, Revelstone Capital Acquisition Corp., a Delaware corporation (“Revelstone” or “Parent”), entered into a Merger Agreement, which agreement was amended and restated on August 16, 2023 (the “Merger Agreement”), by and among Revelstone, Revelstone Capital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Revelstone (“Merger Sub”), Set Jet, Inc., a Nevada corporation (“Set Jet”) and Thomas P. Smith, as the Securityholder Representative. Pursuant to the terms of the Merger Agreement, a business combination between Revelstone and Set Jet will be effected through the merger of Merger Sub with and into Set Jet, with Set Jet surviving the merger as a wholly owned subsidiary of Revelstone (the “Merger” and collectively with the transactions contemplated in the Merger Agreement, the “Business Combination”). As part of the Business Combination, Revelstone will change its name to “Set Jet, Inc.” and continue trading on The Nasdaq Stock Market LLC. The Revelstone Board has (i) approved and declared advisable the Merger Agreement, the Additional Agreements and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Revelstone. Capitalized terms used but not defined in this proxy statement/prospectus shall have the respective meanings ascribed to such terms in the Merger Agreement.

The Business Combination is expected to be consummated after obtaining the required approval by the stockholders of Revelstone and Set Jet and the satisfaction of certain other customary closing conditions.

Merger Consideration; Earnout Consideration

The total consideration to be paid at Closing (the “Merger Consideration”) or via earnout (the “Earnout Consideration”) by Revelstone to Set Jet security holders will be an amount up to $145 million, subject to adjustment, based on the sum of (a) Merger Consideration paid at closing in an amount equal to $80 million (subject to adjustment based on the Debt for Borrowed Money of Set Jet net of Set Jet’s Cash and Cash Equivalents at Closing, which we refer to as “Closing Debt”) and (b) Earnout Consideration of up to $65 million consisting of (i) up to $45 million to shareholders of Set Jet pursuant to the Earnout Escrow Agreement as described below and (ii) up to $20 million to certain executive officers and directors of the Combined Company who were the executive officers and directors of Set Jet and who will continue as officers and directors of the Combined Company under the Retention Bonus Agreement described below. The Merger Consideration will be payable in (a) 5,703,000 shares of Class A common stock, par value $0.0001 per share, of Revelstone (“Revelstone Common Stock”) at the reference price of $10.00 per share (the “Reference Price”), subject to adjustment (the “Closing Adjustment”) based on whether the Closing Debt is greater than or less than $14,970,000, which may result in an issuance of up to an additional 1,497,000 shares of Revelstone Common Stock, (the “Closing Merger Consideration Shares”) and (b) 800,000 shares of Revelstone Common Stock at the Reference Price in exchange for the conversion of the Pre-PIPE Convertible Note, which shares will not be registered. The Closing Adjustment will only be used to issue more or less shares of Revelstone Common Stock, as the case may be, calculated using the Reference Price, if the Closing Debt is less or more than $14,970,000, respectively, up to a maximum of 1,497,000 additional shares of Revelstone Common Stock. For avoidance of doubt, for every $10.00 more in Closing Debt, there will be one less share of Revelstone Common Stock issued, and for every $10.00 less in Closing Debt, there will be one more share of Revelstone Common Stock issued.

Treatment of Set Jet Securities

Cancellation of Securities

Each share of Set Jet capital stock, if any, that is owned by Revelstone, Merger Sub, Set Jet, or any of their respective subsidiaries (as treasury stock or otherwise) immediately prior to the effective time of the Merger (the “Effective Time”) will automatically be cancelled and retired without any conversion or consideration.

        Set Jet Capital Stock.    Immediately prior to the Effective Time, each issued and outstanding share of Set Jet’s common stock, par value $0.0001 per share (“Set Jet Common Stock”) (other than any such shares of Set Jet capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of Revelstone Common Stock at the Closing Exchange Ratio.

        Closing Exchange Ratio” means the quotient obtained by dividing (a) the Closing Merger Consideration Shares by (b) the Fully Diluted Company Shares.

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        Fully Diluted Company Shares” means the sum, without duplication, of (a) all shares of Set Jet Common Stock that are issued and outstanding immediately prior to the Effective Time plus (b) subject to certain exceptions described in the Merger Agreement, all shares of Set Jet Common Stock issuable upon conversion, exercise or exchange of any other securities of Set Jet convertible into or exchangeable or exercisable for shares of Set Jet Common Stock.

Merger Sub Securities

Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one newly issued share of common stock of the surviving corporation of the Merger.

Treatment of Convertible Notes

At present, Set Jet has issued and outstanding two convertible notes, the SJ Fund Note and the Pre-PIPE Convertible Note.

The Pre-PIPE Convertible Note, in the amount of $4,000,000 issued on July 17, 2023 contemporaneously with the signing of the Merger Agreement and in advance of the PIPE Financing will be converted into 800,000 shares of Revelstone Common Stock (the “Pre-PIPE Conversion Shares”). These shares are contemplated in the Merger Consideration Shares. In addition, the Investor shall receive a ten-year warrant to purchase 400,000 shares of Revelstone Common Stock with an exercise price of $12.50 per share (the Pre-Pipe Conversion Warrant”).

The SJ Fund Note is a 7% convertible promissory note issued by Set Jet to SJ Fund, LLC, an Arizona limited liability company (“SJ Fund”), on September 21, 2022. Pursuant to the SJ Fund Note, SJ Fund loaned the principal sum of $1,500,000.00 to Set Jet in exchange for the right to convert the outstanding balance of the SJ Fund Note into shares of Set Jet Common Stock at any time prior to the SJ Fund Note’s maturity date of April 24, 2024. If SJ Fund does not elect to convert the balance under the SJ Fund Note into shares of Set Jet Common Stock prior to the Closing Date, the outstanding balance under the SJ Fund Note will be included in the calculation of Set Jet’s Debt for Borrowed Money. The SJ Fund Note is not deemed to be a “Converting Note” under the Merger Agreement. Under the Merger Agreement, each Converting Note that is then held and remains outstanding immediately prior to the Effective Time shall be cancelled and converted into shares of Set Jet Common Stock, and such applicable shares of Set Jet Common Stock shall be issued to the applicable Converting Noteholder. The SJ Fund Note will only be considered a Converting Note if the holder thereof elects to convert the SJ Fund Note prior to the Closing. If the holder of the SJ Fund Note does not elect to convert the note prior to the Closing, then the SJ Fund Note shall be counted as part of Set Jet’s Debt for Borrowed Money but could still be converted into Combined Company Common Stock after the Effective Time. As of September 30, 2023, the outstanding balance of SJ Fund Note was $1,650,740 (representing principal and accrued interest) and was convertible into 330,148 shares of Set Jet Common Stock, as calculated in accordance with the terms of the SJ Fund Note (i.e., the outstanding balance is convertible at $5.00 per share of Set Jet Common Stock). If the holder of the SJ Fund Note does not elect to convert the SJ Fund Note prior to Closing and instead converts the note into shares of the Combined Company Common Stock after the Effective Time, based on the information as of September 30, 2023, including an estimated exchange ratio of 0.194 shares of Combined Company Common Stock for each share of Set Jet Common Stock, the holder would receive 64,048 shares of the Combined Company Common Stock. In the event that the SJ Fund Note is converted into Set Jet Shares before the Closing, for every $10.00 more in Closing Debt, there will be one less share of Revelstone Common Stock issued, and for every $10.00 less in Closing Debt, there will be one more share of Revelstone Common Stock issued, which may result in dilution for stockholders who don’t redeem their shares.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: (a) corporate existence and power; (b) authorization to enter into the Merger Agreement and related transactions; (c) governmental authorization; (d) non-contravention; (e) capitalization; (f) corporate records; (g) subsidiaries and minority investments as set forth in the Merger Agreement; (h) consents; (i) financial statements; (j) books and records; (k) internal accounting controls; (l) absence of certain changes; (m) properties; title to assets; (n) litigation; (o) contracts; (p) licenses and permits; (q) compliance with laws; (r) intellectual property; (s) accounts payable; affiliate loans; (t) employee matters and benefits; (u) real property; (v) tax matters; (w) environmental laws; (x) finders’ fees; (y) powers of attorney, suretyships and bank accounts; (z) directors and officers; (aa) anti-money laundering laws; (ab) insurance; (ac) related party transactions; and (ad) certain representations related to securities law

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and activity and not being an investment company. Revelstone has additional representations and warranties, including (a) issuance of shares; (b) capitalization; (c) trust fund; (d) listing; (e) board approval; (f) SEC documents and financial statements; (g) certain business practices; and (h) expenses, indebtedness and other liabilities, (i) no one is in violation of any employment agreements; (j) the Restrictive Covenant Agreements shall have been executed; and (k) Revelstone has delivered to Set Jet true, correct and complete copies of each of the Subscription Agreements and the PIPE Registration Rights Agreements (each as defined in the Merger Agreement) entered into by Revelstone with the PIPE Investors.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, conduct of business, access to information, notice of certain events, keep current and timely file public filings with the SEC and otherwise comply in all material respects with applicable securities Laws, and shall use its reasonable best efforts prior to the Closing to maintain the listing of the Parent Units and the Parent Warrants on Nasdaq, cooperation in the preparation of the Form S-4 and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination and to obtain all requisite approvals of each party’s respective stockholders. The Merger Agreement also contains additional covenants pertaining to Set Jet including reporting; compliance with laws; no insider trading; commercially reasonable efforts to obtain consents; Set Jet Stockholder approval; providing additional financial information; amending the Existing Certificate of Incorporation; there shall be no amendments to the Subscription Agreements; certain initial stockholders of Revelstone shall have forfeited an aggregate of 100,000 shares of Revelstone Common Stock; and the Combined Company shall enter into employment agreements with certain officers of Set Jet at the Closing. Revelstone has also agreed to include in this proxy statement/prospectus the recommendation of the Revelstone Board that the Revelstone Stockholders approve all of the Stockholder Proposals to be presented at the special meeting.

Non-Solicitation Restrictions

Set Jet has agreed that from the date of the Merger Agreement until the Closing Date or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate, encourage or engage in any negotiations with any party relating to an Alternative Transaction, take any action intended to facilitate an Alternative Transaction or approve, recommend or enter into any agreement relating to an Alternative Transaction.

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable (A) law or order, or (B) Action commenced or asserted in writing by any Authority, prohibiting or, in the case of clause (B), materially restricting the consummation of the Business Combination; (ii) receipt of any consent, approval or authorization required by any Authority; (iii) initial listing application with Nasdaq in connection with the transactions contemplated shall have been conditionally approved; (iv) approval by Set Jet stockholders of the Business Combination; (v) approval by Revelstone’s stockholders of the Business Combination; (vi) prior to closing, and subject to stockholder approval, adoption of a management incentive equity plan; and (vii) the Form S-4 becoming effective in accordance with the provisions of the Securities Act of 1933, as amended.

Solely with respect to Revelstone and Merger Sub, the consummation of the Business Combination is conditioned upon, among other things: (i) Set Jet having duly performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of Set Jet, being true and correct in all material respects; (iii) no event having occurred that would result in a Material Adverse Effect on Set Jet or any of its subsidiaries; (iv) Set Jet providing a certificate from its chief executive officer as to the accuracy of the aforementioned conditions; (v) Set Jet having provided a certificate from its Secretary attaching true, correct and complete copies of its Articles of Incorporation, Bylaws, Board of Directors (each as defined in the Merger Agreement) authorizing resolutions and a certificate of good standing; (vi) each of Set Jet’s and Revelstone’s Securityholders and each other person (other than Revelstone and the Sponsor) duly and irrevocably executing and delivering to Revelstone a copy of each Additional Agreement to which they are a party; (vii) not more than 5% of the issued and outstanding shares of Set Jet shall constitute Dissenting Shares; (viii) Set Jet having delivered to Revelstone a duly executed certificate conforming to the requirements of Treasury Regulations Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) and a notice to be delivered to the United States Internal Revenue Service as required under Treasury Regulations Section 1.897-2(h)(2); (ix) Set

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Jet having obtained and delivered to Revelstone each Company Consent; (x) Set Jet having obtained and delivered to Revelstone the financial statements required to be included in the Revelstone SEC Documents; (xi) the cumulative Debt for Borrowed Money of Set Jet shall be less than or equal to $14,970,000; (xii) Set Jet having obtained and delivered to Revelstone the written approval of the Business Combination by the holders of a majority of the issued and outstanding Set Jet Common Stock not held by directors or officers of Set Jet; (xiii) Set Jet having obtained and delivered to Revelstone (A) duly and irrevocably executed Lock-Up Agreements, Company Support Agreements, and Voting Agreements (each as defined in the Merger Agreement) from executive officers, directors, affiliates, founders and their family members, and holders of 5% or more of the voting equity securities of the Company and (B) Lock-Up Agreements from the holders of at least 50% of all issued and outstanding Set Jet Common Stock; and (xiv) Set Jet shall have complied in all material respects with its obligations under the Pre-PIPE Convertible Note.

Solely with respect to Set Jet, the consummation of the Business Combination is conditioned upon, among other things: (i) Revelstone and Merger Sub having duly performed or complied with all of their respective obligations under the Merger Agreement in all material respects; (ii) the fundamental representations and warranties of Revelstone and Merger Sub as set forth in the Merger Agreement that are qualified as to materiality being true in all respects and the representations and warranties as set forth in the Merger Agreement that are not so qualified, being true and correct in all material respects; (iii) no event having occurred that would result in a Material Adverse Effect on Revelstone or Merger Sub; (iv) Revelstone providing a certificate from its chief executive officer as to the accuracy of the aforementioned conditions; (v) Revelstone, Revelstone Ventures I, LLC, and any other security holder of Revelstone, shall have executed and delivered to Set Jet each Additional Agreement to which they each are a party; (vi) Revelstone and Merger Sub having each delivered certain certificates to Set Jet; (vii) Revelstone having filed its Amended Parent Charter and such Amended Parent Charter being declared effective by the Delaware Secretary of State; (viii) Revelstone having provided a certificate from its Secretary attaching true, correct and complete copies of their respective Articles of Incorporation, Bylaws, Board of Directors (each as defined in the Merger Agreement) authorizing resolutions and a certificate of good standing; (ix) Merger Sub having provided a certificate from its Secretary attaching true, correct and complete copies of its Articles of Incorporation, Bylaws, Board of Directors authorizing resolutions and a certificate of good standing; (x) the size and composition of the post-Closing Combined Company Board of Directors shall have been constituted in accordance with Section 2.8 of the Merger Agreement; and (xi) Revelstone shall have complied in all material respects with the provisions of the PIPE Subscription Agreement with respect to the issuance of warrants and granting of registration rights and that the subscriber under the PIPE Subscription Agreement shall have complied in all material respects with its subscription obligation pursuant to the terms thereof.

Termination

The Merger Agreement may be terminated as follows:

(i)     by either Revelstone or Set Jet, without liability to the other party, if (A) the Business Combination is not consummated on or before December 21, 2023 (the “Outside Closing Date”), and (B) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date. Such right may be exercised by Revelstone or Set Jet, as the case may be, giving written notice to the other at any time after the Outside Closing Date;

(ii)    by either Revelstone or Set Jet if any Authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Business Combination;

(iii)   by either Revelstone or Set Jet if, at the Revelstone Stockholder Meeting (including any postponements or adjournments thereof), the Parent Proposals (as described in the Merger Agreement) shall fail to be approved by the affirmative vote of Revelstone stockholders required under Revelstone’s organizational documents and applicable law;

(iv)   by mutual written consent of Revelstone and Set Jet duly authorized by each of their respective boards of directors;

(v)    by Revelstone, if (a) within thirty days after the date of the Merger Agreement, Set Jet has not received the Stockholder Approval, or (b) Set Jet shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence of a Material Adverse Effect with respect to Set Jet; or

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(vi)   by either Revelstone or Set Jet, if the other party has breached any of its covenants or representations and warranties such that it would be impossible or would reasonably be expected to be impossible to satisfy certain of its closing conditions as specified in the Merger Agreement, and such breach is incapable of being cured or is not cured by the earlier of (A) the Outside Closing Date and (B) five days following receipt by the breaching party of a written notice of the breach or suffered a Material Adverse Effect which is incurable and continuing; provided that the terminating party is not then in breach of the Merger Agreement so as to prevent the satisfaction of its closing conditions.

Effect of Termination

If the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become void and of no further force and effect without liability of any party, except for liability arising out of any party’s willful breach of the Merger Agreement or intentional fraud.

Certain Related Agreements

Parent Stockholder Support Agreement

In connection with the execution of the Merger Agreement, Revelstone and certain stockholders of Revelstone entered into that certain Parent Stockholder Support Agreement dated July 17, 2023 (the “Parent Support Agreement”) pursuant to which certain stockholders of Revelstone agreed to vote all shares of Revelstone Common Stock beneficially owned by them, including any additional shares of Revelstone they acquire ownership of or the power to vote in favor of the Business Combination, and related transactions, and against any action reasonably expected to impede, delay or materially and adversely affect the Business Combination.

The foregoing description of the Parent Support Agreement is qualified in its entirety by reference to the full text of the Parent Support Agreement, a copy of which is attached as Exhibit B to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

Company Stockholder Support Agreement

In connection with the execution of the Merger Agreement, Revelstone and certain stockholders of Set Jet entered into that certain Company Stockholder Support Agreement dated July 17, 2023 (the “Company Support Agreement”) pursuant to which certain Set Jet stockholders agreed to vote all shares of Set Jet Common Stock beneficially owned by them, including any additional shares of Set Jet they acquire ownership of or the power to vote in favor of the Business Combination, and against any action reasonably expected to impede, delay or materially and adversely affect the Business Combination. An additional number of certain stockholders of Set Jet will enter into a Company Support Agreement prior to Closing.

The foregoing description of the Company Support Agreement is qualified in its entirety by reference to the full text of the Company Support Agreement, a copy of which is attached as Exhibit A to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

Agreements to be Executed Prior to or at Closing

Earnout Escrow Agreement

In connection with the execution of the Merger Agreement, Revelstone, Set Jet, the Sponsor, and Continental Stock Transfer & Trust Company will enter into an earnout escrow agreement (the “Earnout Escrow Agreement”), pursuant to which certain Earnout Recipients shall be entitled to earn, on a pro rata basis, up to an additional 4,500,000 shares of Revelstone Class A Common Stock at the Reference Price. The release of the Earnout Shares shall occur as follows:

        3,500,000 Earnout Shares if the VWAP of Parent’s Common Stock trades above $12.50 for 20 out of 30 consecutive days within the period beginning on the date that is one hundred eighty (180) days after the Closing Date and ending on the date that is the fifth (5th) anniversary of the Closing Date (the “Earnout Period”); and

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        1,000,000 Earnout Shares if the VWAP of Parent’s Common Stock trades above $15.00 for 20 out of 30 consecutive days within the Earnout Period.

        Upon a Change in Control within the Earnout Period.

Retention Bonus Agreement

In addition, prior to the Closing, Revelstone will enter into a Retention Bonus Agreement with certain executive officers and directors of Set Jet who will continue as officers and directors of the Combined Company (the “Retention Bonus Agreement”) pursuant to which such individuals will be granted restricted stock units that include up to 2,000,000 shares of Parent Common Stock, at the Reference Price under the Equity Incentive Plan, and will vest if, during the Earnout Period (a) the VWAP of Parent’s Common Stock trades above $15.00 for 20 out of 30 consecutive days during the Earnout Period or (b) a Change in Control occurs.

The foregoing description of each of the Earnout Escrow Agreement and the Retention Bonus Agreement is qualified in its entirety by reference to the full text of the form of Earnout Escrow Agreement and the Retention Bonus Agreement, copies of which are included as Exhibit J and Exhibit D, respectively, to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

Lock-Up Agreement

In connection with the execution of the Merger Agreement, Revelstone, and certain Set Jet stockholders have entered into contemporaneously with the signing of the Merger Agreement, and additional Set Jet stockholders will enter into, a lock-up agreement (the “Lock-Up Agreement”), pursuant to which each such Set Jet stockholder will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Revelstone Common Stock held by them as part of the Merger Consideration, (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Common Stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 6 months after the Closing Date (the period from the date of the Lock-Up Agreement until such date, the “Lock-Up Period”).

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit F to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

Voting Agreement

In connection with the execution of the Merger Agreement, Revelstone, the Sponsor and certain holders of Revelstone Common Stock (as identified in the Voting Agreement) have entered into, contemporaneously with the signing of the Merger Agreement, and additional Set Jet stockholders will enter into, a voting agreement (the “Voting Agreement”), pursuant to which such holders of Revelstone Common Stock agree to vote in favor of certain matters relating to the nomination and election of the Post-Closing Board of Directors (as described in the Voting Agreement).

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is included as Exhibit C to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

PIPE Financing — Subscription Agreements

On July 17, 2023, contemporaneously with the signing of the Merger Agreement, Set Jet and Revelstone entered into agreements with the Coleman Asset Management Group Ltd., an investment firm headquartered in London, England (the “Subscriber”), to finance Set Jet and the Combined Company up to an aggregate amount of $18,000,000. The Subscriber committed to invest $4,000,000 (all of which has been funded as of October 23, 2023) into Set Jet upon execution of the Pre-Pipe Subscription Agreement and the Pre-PIPE Convertible Note. Simultaneously with the Closing of the Merger, $14,000,000 will be issued to the Combined Company, in two tranches pursuant to the PIPE

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subscription agreement between the Subscriber and Revelstone, for the purchase of Class A shares of Common Stock (the “PIPE Subscription Agreement”), as described below. The equity financing as herein described is referred to as the “PIPE Financing.” The PIPE Financing contemplates the Pre-PIPE Convertible Note converts into 800,000 shares of Common Stock of the Combined Company at the Closing of the Business Combination, which shares will not be registered.

The Pre-PIPE Convertible Note shall convert into the right to receive 800,000 shares of Common Stock of the Combined Company, at the Closing of the Business Combination. In addition, the Subscriber will be issued 400,000 warrants which will be added to the number of warrants issued in connection with the PIPE Financing on the same terms and conditions as the Warrant Agreement, defined below.

Pursuant to the Subscription Agreement, among other things, the Subscriber will purchase shares of Common Stock of the Combined Company (the “PIPE Shares”), for aggregate gross proceeds of $14,000,000 at a purchase price of $5.00 per share, in a private placement (“PIPE Financing Amount”). The $14,000,000 shall be paid to the Combined Company in two tranches: $7,500,000 at the “Initial Closing Date” (which is the date of the Closing of the Business Combination), and $6,500,000 on the Additional Closing Date, as defined below. The price per share for the PIPE Shares is 50% less than the price per share paid by stockholders in the IPO, which will result in dilution to all non-redeeming stockholders at the time of the Business Combination.

In addition, Revelstone shall issue warrants (the “Warrants”) to the Subscriber in two tranches pursuant to a warrant agreement (the “Warrant Agreement”): (i) 750,000 Warrants upon the Initial Closing Date each exercisable, for a period of ten years from the Initial Closing Date, for one share of Common Stock at a price of $12.50 per share and (ii) 650,000 Warrants upon the Additional Closing Date (as defined below) each exercisable for a period of 10 years from the date of the Additional Closing Date, for one share of Common Stock at a price of $12.50 per share.

The “Additional Closing Date” shall mean the date that is within three business days of, the earlier of (i) the date on which the Registration Statement registering all of the registrable securities is declared effective by the Commission and (ii) the three month anniversary of the Initial Closing Date. The warrants issued to the Subscriber in connection with the Pre-PIPE Convertible Note shall be included in the Warrant Agreement with the warrants issued in connection with the PIPE Subscription Agreement.

The purpose of the PIPE Financing is to raise additional capital for use in connection with the Business Combination. The PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the Business Combination.

Pursuant to the PIPE Subscription Agreement, the Combined Company has agreed to file (at the Combined Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Registration Statement”) within thirty days of the Closing of the Business Combination. The Combined Company will use its commercially reasonable efforts to have the PIPE Registration Statement declared effective as soon as practical, but no later than the earlier of (a) ninety calendar days after the Closing Date (or one hundred twenty calendar days after the filing thereof if the SEC notifies the Combined Company that it will “review” the Registration Statement) and (b) five business days after the Combined Company is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The PIPE Subscription Agreement may be terminated if the Initial Closing Date has not occurred on or before December 31, 2023.

The table below illustrates the price of securities issued at time of the IPO and which will be issued for the PIPE at the time of the Business Combination:

 

Price at
IPO

 

Price to PIPE Investors

Price of Public Shares

 

$

10.00

 

$

5.00

Price of Private Warrants

 

$

1.00

 

 

Exercise Price of Warrants

 

$

11.50

 

$

12.50

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Interests of Certain Persons in the Business Combination

In considering the recommendation of the Revelstone Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

        If the Business Combination is not approved, in accordance with our Charter, the 4,125,000 founder shares held by the Revelstone Initial Stockholders, including our officers and directors, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 5,500,000 Private Warrants, which were purchased by the Sponsor simultaneously with the IPO and in connection with the exercise of the overallotment option, for an aggregate purchase price of $5,500,000. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the founder shares and the Private Warrants, such founder shares together with the Private Warrants had an aggregate market value of approximately $44 million based on the last sale price of $10.69 and $0.04, respectively, on Nasdaq on November 10, 2023.

        On August 24, 2023, Revelstone issued a promissory note (the “First Working Capital Note”) to the Sponsor. Pursuant to the First Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $100,000. On October 19, 2023, Revelstone issued a promissory note (the “Second Working Capital Note”) to the Sponsor. Pursuant to the Second Working Capital Note, the Sponsor agreed to loan us an aggregate principal amount of $100,000. The First Working Capital Note and any additional Working Capital Notes are hereinafter referred to as the “Working Capital Notes”). The Working Capital Notes were issued to fund working capital of the Company. The Working Capital Notes are non-interest bearing and all outstanding amounts under the Working Capital Notes will be due on the date on which we consummate our initial business combination (the “Maturity Date”).

        All rights specified in the Company’s Charter as amended on June 14, 2023, relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

        The exercise of Revelstone’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

        Our Sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed, including any balances outstanding on any Working Capital Notes, as described herein, issued to Revelstone by the Sponsor. As of November 10, 2023, $200,000 is outstanding from the Working Capital Notes, and there are no out-of-pocket expenses owed to Revelstone’s officers, directors or Sponsor.

        If a business combination is not consummated, and there are insufficient funds to repay the Working Capital Notes, all unpaid amounts would be forgiven. All or a portion of the amounts outstanding under the Working Capital Notes may be converted on the Maturity Date into Warrants at a price of $1.00 per Warrant at the option of the Sponsor. The Warrants would be identical to the Company’s outstanding Private Warrants that were issued to the Sponsor in the Private Placement. The Working Capital Notes contain customary events of default, including, among others, those relating to the Company’s failure to make a payment of principal when due and to perform any other obligations that are not timely cured after written notice of such default from the Sponsor.

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Table of Contents

        In light of the foregoing, the Sponsor and its affiliates will receive material benefits from Closing and may be incentivized to complete the Business Combination with Set Jet rather than liquidate even if (i) Set Jet is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, our Sponsor and its affiliates may have interests in the Closing that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and its affiliates who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if the public stockholders experience a negative return on their investment after consummation of the Business Combination.

These interests may influence the Revelstone Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals.

Reasons for the Approval of the Business Combination

After careful consideration, the Revelstone Board recommends that Revelstone’s stockholders vote “FOR” each Stockholder Proposal being submitted to a vote of Revelstone’s stockholders at the Revelstone special meeting of stockholders.

For a description of Revelstone’s reasons for the approval of the Business Combination and the recommendation of the Revelstone Board, see the section titled “The Business Combination — Revelstone Board’s Reasons for the Approval of the Business Combination.”

Redemption Rights

Under the Existing Certificate of Incorporation, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Revelstone to pay its income taxes or any other taxes payable, by (b) the total number of Public Shares. For illustrative purposes, based on funds in the Trust Account of approximately $37.8 million on November 10, 2023, the estimated per share redemption price would have been approximately $10.75.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Revelstone Common Stock for cash and will no longer own shares of Revelstone Common Stock and will not participate in the future growth of the Combined Company, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Revelstone’s transfer agent in accordance with the procedures described herein. See the section titled “The Special Meeting of Revelstone’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Ownership of the Combined Company After the Closing

It is anticipated that, upon the completion of the Business Combination, if none of the Public Shares are redeemed, the ownership of the Combined Company will be as follows:

        the stockholders of Set Jet will own an estimated 5,064,000 shares of Combined Company Common Stock, representing approximately 30.7% of total shares outstanding;

        the Public Stockholders will own 3,519,819 shares of Combined Company Common Stock, representing approximately 21.3% of total shares outstanding;

        the holders of Initial Stockholder Shares will own 4,025,000 shares of Combined Company Common Stock, representing approximately 24.4% of the total shares outstanding;

        the holders of the Pre-PIPE Convertible Note and PIPE Shares will own up to 3,600,000 shares of Combined Company Common Stock, representing approximately 21.8% of the total shares outstanding, including the conversion of the Pre-PIPE Convertible Note into 800,000 shares of Common Stock of the Combined Company at the Closing of the Merger; and

        certain agents will own 295,500 shares of Combined Company Common Stock in payment of certain Closing costs, representing approximately 1.8% of the total shares outstanding.

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The shares to be received by Set Jet stockholders is equal to an estimated exchange ratio of 0.194 shares of Combined Company Common Stock for each share of Set Jet Common Stock. This exchange ratio is estimated based on information at September 30, 2023 and may change based on events to the Closing Date. Events that affect the exchange ratio include Set Jet aggregate debt balances, Set Jet issuances/retirements of debt, Set Jet issuance/retirement of Set Jet Common Stock or common stock equivalents including options, RSUs and warrants and the cash balances of Set Jet at Closing.

The following table summarizes the pro forma ownership of Combined Company Common Stock following the Business Combination under the no further redemption, 50% of maximum redemption and maximum redemption scenarios.

 

Assuming No Further
Redemptions

 

Assuming 50% of
Maximum
Redemptions

 

Assuming Maximum
Redemptions

   

Shares

 

Percentage

 

Shares

 

Percentage

 

Shares

 

Percentage

Revelstone public stockholders

 

3,519,819

 

21.3

%

 

1,759,909

 

11.9

%

 

 

0.0

%

Revelstone anchor stockholders

 

1,125,000

 

6.8

%

 

1,125,000

 

7.6

%

 

1,125,000

 

8.7

%

Revelstone sponsor stockholders

 

2,900,000

 

17.6

%

 

2,900,000

 

19.7

%

 

2,900,000

 

22.3

%

Pre-PIPE and PIPE investor(1)

 

3,600,000

 

21.8

%

 

3,600,000

 

24.4

%

 

3,600,000

 

27.7

%

Closing costs paid in common
stock

 

295,500

 

1.8

%

 

295,500

 

2.0

%

 

295,500

 

2.3

%

Current holders of Set Jet stock

 

5,064,000

 

30.7

%

 

5,064,000

 

34.3

%

 

5,064,000

 

39.0

%

Total Combined Company Common Stock outstanding

 

16,504,319

 

100.0

%

 

14,744,409

 

100.0

%

 

12,984,500

 

100.0

%

____________

(1)      Assumes the Pre-PIPE Convertible Note is converted into 800,000 Merger Consideration Shares at Closing.

The numbers of shares and percentage interests set forth above are estimated assuming the Closing and computed on share and other information as of September 30, 2023 and may change based on events to the Closing Date. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account potential future exercises of Revelstone Warrants or other options and warrants.

Please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Summary of Risk Factors

In evaluating the Stockholder Proposals, Revelstone Stockholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Set Jet’s business and industry, and risks of the Combined Company, are summarized below:

        Set Jet has incurred significant losses since its inception, expects to incur losses in the future, and may not be able to achieve or maintain profitability.

        Set Jet may not be able to accurately predict its future capital needs, and it may not be able to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions.

        The success of Set Jet’s business is highly dependent on the availability of aircraft under charter agreements and certificated third-party charter operators to operate flights for its members.

        Operation of aircraft involves a degree of inherent risk, and Set Jet could suffer losses and adverse publicity stemming from any incident or accident involving commercial or charter flights.

        Set Jet is highly dependent on its senior management team and other highly skilled personnel, as well as its ability in attracting or retaining highly qualified personnel.

        There is substantial doubt about Set Jet’s ability to continue as a going concern, and Set Jet may need additional financing to execute its business plan, to fund its operations and to continue as a going concern.

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        Set Jet’s results of operations may fluctuate significantly following the Business Combination, which makes its future results of operations difficult to predict and could cause its results of operations to fall below expectations or any guidance it may provide.

        Set Jet’s business is subject to various extensive and evolving laws and regulations, which may result in increases to its costs, disruptions to its operations, limits on its operating flexibility, reductions in the demand for air travel and competitive disadvantages.

Recent Developments

On June 14, 2023, Revelstone received a notification letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that that it was not in compliance with Nasdaq Listing Rule 5452(b)(C) with respect to its warrants for failing to maintain a minimum of $1,000,000 in aggregate market value of its outstanding warrants which is required by the Nasdaq Global Market. On July 31, 2023, Revelstone responded to Nasdaq with a plan to regain compliance. On August 17, 2023, Nasdaq granted the Company 180 calendar days from the date of the letter, or until December 11, 2023, to regain compliance with respect to the Warrants.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SET JET

The following tables show selected historical financial information for Set Jet’s business and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Set Jet” and the unaudited interim and audited financial statements of Set Jet, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Set Jet’s financial statements and the related notes. Set Jet’s historical results are not necessarily indicative of the results that may be expected in the future, and Set Jet’s results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023 or any other period.

This proxy statement/prospectus contains the historical financial statements of Set Jet. The balance sheet data as of September 30, 2023, and statement of operations data for the nine months ended September 30, 2023 are derived from Set Jet’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The balance sheet data as of December 31, 2022 and 2021, and statement of operations data for the years ended December 31, 2022 and 2021 are derived from Set Jet’s audited financial statements included elsewhere in this proxy statement/prospectus.

The Set Jet unaudited interim financial statements were prepared on the same basis as its audited annual financial statements and include all adjustments, consisting only of normal recurring adjustments that are considered necessary for a fair presentation of the financial information set forth in those statements.

The financial information contained in this section relates to Set Jet, prior to and without giving pro forma effect to the impact of the Business Combination. The results reflected in this section may not be indicative of the results of the Combined Company going forward. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Statement of Operations Data

 

For the
Nine Months
Ended

September 30,
2023

 

For the
Year Ended

December 31,

2022

 

2021

   

(unaudited)

 

(audited)

Revenue

 

$

10,329,886

 

 

$

12,896,612

 

 

$

9,479,727

 

   

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

13,758,763

 

 

 

15,634,452

 

 

 

16,290,393

 

Operations and support

 

 

826,728

 

 

 

759,690

 

 

 

757,391

 

Pre-operating costs

 

 

1,159,698

 

 

 

7,546,338

 

 

 

1,279,155

 

Gain on pre-operating charter agreement termination

 

 

 

 

 

(674,964

)

 

 

 

General and administrative

 

 

2,297,095

 

 

 

2,740,750

 

 

 

2,779,890

 

Sales and marketing

 

 

1,807,143

 

 

 

1,197,647

 

 

 

1,130,555

 

Total operating expenses

 

 

19,849,427

 

 

 

27,203,913

 

 

 

22,237,384

 

   

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(9,519,541

)

 

 

(14,307,301

)

 

 

(12,757,657

)

   

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

107,461

 

 

 

15,250

 

 

 

 

Non-cash settlement of note financing dispute

 

 

 

 

 

(6,500,000

)

 

 

 

Interest expense

 

 

(1,378,284

)

 

 

(564,688

)

 

 

(22,324

)

Non-cash interest expense

 

 

(1,495,060

)

 

 

(73,792

)

 

 

 

Other expense

 

 

(19,284

)

 

 

(8,496

)