As filed with the Securities and Exchange Commission on August 17, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
___________________

REVELSTONE CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

___________________

14350 Myford Road
Irvine, CA 92606
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________

Morgan Callagy
Chief Executive Officer
14350 Myford Road
Irvine, CA 92606
Telephone: (317) 855-9926
(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________

Copies to:

___________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Agreement and Plan of Merger to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED August 17, 2023

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 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 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 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. See the section titled “Proposal No. 1 — The Business Combination” on page 83 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 21.5% of the outstanding shares of the Combined Company Common Stock; former holders of Revelstone Class B Common Stock will own 24.6%, which include 17.7% held by our Sponsor and 6.9% held by certain anchor investors; and former Set Jet shareholders will own 30.1%; (ii) assuming Intermediate Redemptions, Revelstone’s Class A stockholders will own approximately 12.0% of the outstanding shares of the Combined Company Common Stock, former holders of Revelstone Class B Common Stock will own 27.6%, which include 19.9% held by our Sponsor and 7.7% held by certain anchor investors, and the former Set Jet shareholders will own 33.7%; and (iii) assuming Maximum Redemptions, former Revelstone Class A Common Stock stockholders as of immediately prior to the Business Combination will own 0% of the Combined Company, former Revelstone Class B stockholders will own 31.4%, which include 22.6% held by our Sponsor and 8.8% held by certain anchor investors, and the former Set Jet shareholders will own 38.3% 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 conversion 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.

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 “[*]” and “[*]”, 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 [    ], 2023, at __ a.m., Eastern time, via live webcast at the following address: [    ], 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.

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 34 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.

The accompanying proxy statement/prospectus is dated [    ], 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.

REVELSTONE CAPITAL ACQUISITION CORP.

14350 Myford Road
Irvine, CA 92606

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [    ], 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 [    ], 2023, at [__:__] [_].m., Eastern time, via live webcast at the following address: [    ]. 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 class of common stock will be the Class A 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 in place 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”).

•        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 six 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: [    ]. 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”).

For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of August 10, 2023 of approximately $37.1 million, the estimated per share redemption price would have been approximately $10.54. 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 _______, 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”).

TABLE OF CONTENTS

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-[ ]) (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.

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 Class A Common Stock, immediately upon consummation of the Business Combination.

“Combined Company Stockholders” means the holders of Revelstone Class A 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 [•], [•], [•], [•], [•] and [•] to serve on the Board of the Combined Company.

“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.

“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.

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 (including shares outstanding as a result of the conversion of certain Set Jet Converting Notes, but specifically excluding the SJ Fund Convertible Note which will be included as Set Jet Debt for Borrowed Money, and 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 number of “Closing Merger Consideration Shares” is 5,703,000, subject to adjustment. 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 “[*]” and “[*]”, 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 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 Class A 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

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 Class A 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 in place 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 six 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.

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 Class A 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 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. Prior to the Closing, certain outstanding Converting Notes of Set Jet shall have been converted into Set Jet Common Stock, while any remaining outstanding Convertibles Notes (e.g. the SJ Fund Convertible 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.

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 conversion 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 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 $37.1 million on August 10, 2023 the estimated per share redemption price would have been approximately $10.54. 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 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 [*], 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.

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.

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 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.     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’s stockholders and Set Jet’s 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 June 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 0.21 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;

•        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 June 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.

The numbers of shares and percentage interests set forth above are estimated assuming merger closing computed on share and other information as of June 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 Convertible Note because such Note will not be a Converting Note under the Merger Agreement.

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. Immediately following the consummation of the Business Combination, we expect that the following will be the directors of the Combined Company: [*], [*], [*], [*], [*], and [*]. See the section titled “Management After the Business Combination.”

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 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 $[*] million

based on the closing prices of Revelstone Common Stock and warrants of $[*] and $[*], respectively on Nasdaq on [*], 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 $[*] million on their Revelstone securities;

•        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 June 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;

•        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.

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 __________, 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.

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 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.     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.

Under the rules of the New York Stock Exchange (“NYSE”), brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that NYSE determines to be “non-routine” without specific 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.

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, ________ 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 $[15,000], 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.

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 ____________, 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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Revelstone and/or Set Jet and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/information statement/prospectus including, without limitation, in the sections titled “Set Jet Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Information about Set Jet,” “Revelstone Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information about Revelstone.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Revelstone and Set Jet as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” and those discussed and identified in public filings made with the SEC by Revelstone and the Combined Company.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Revelstone, Set Jet or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Revelstone and Set Jet undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/information statement/prospectus or to reflect the occurrence of unanticipated events.

RISK FACTORS

The Combined Company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider the material risks described below before deciding how to vote your shares of stock. In addition, you should read and consider the risks associated with the business of Revelstone because these risks may also affect the Combined Company. You should also read and consider the other information in this proxy statement/prospectus.

Risks Related to Set Jet

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” or, “our,” refer to the business of Set Jet prior to the consummation of the Business Combination, which will be the business of Revelstone and its subsidiaries following the consummation of the Business Combination.

Risks Related to Set Jet’s Business and Growth Strategy

We have incurred significant losses since our inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

We have incurred significant losses since our inception. While we currently generate revenue from memberships and member charter flight transportation, it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. We expect our operating expenses to increase over the next several years as we endeavor to increase the number of flight legs to existing city pairs, hire more employees and expand operations to include new city pairs and hubs. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we continue to have negative cash flow or losses resulting from our investment in increasing our member base and member utilization or expanding our operations into regions throughout the United States, our business, financial condition, and results of operations could be materially adversely affected.

We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing or access the capital markets to fund our ongoing operations on acceptable terms and conditions.

We will need to raise additional capital in the future to fund our operations and to execute our anticipated growth strategy. For example, the cost of aircraft charter agreements, fuel, maintenance and crew costs are significant portions of our operating costs and are subject to variability and change. Prior to the consummation of the Business Combination, we financed our operations and capital expenditures primarily through private financing of debt and equity. Any additional financing required by Set Jet before closing or following the Business Combination may not be available on terms acceptable to us, or at all. There are a number of factors that may limit our ability to raise financing or access capital markets in the future, including current and future debt and contractual obligations, our liquidity and credit status, our operating cash flows, market conditions in the aviation industry, U.S. and global economic conditions, the financial impact of global events such as the COVID-19 pandemic, the general state of the capital markets and the financial position of the providers of aircraft and other aviation industry financing. Adverse developments that affect financial institutions, or concerns about such developments, have in the past and may in the future lead to market-wide liquidity problems and disruptions in the financial services industry. For example, in March 2023, the closure of Silicon Valley Bank and Signature Bank destabilized many financial institutions and created uncertainty across the industry which currently persists. Future defaults or other similar destabilizing events could impact the credit markets and adversely impact our ability to access our capital and to obtain debt financing on favorable terms. We cannot assure you that we will be able to source external financing for our capital needs, and if we are unable to source financing on acceptable terms, or unable to source financing at all, our business could be materially adversely affected. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay, or cancel our planned activities or substantially change our corporate structure. We may not be able to obtain any funding, and we may not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

If, in the future, we raise additional funds by issuing equity securities, convertible debt or other similar securities, investors may experience significant dilution of their ownership interest, and these newly issued securities may have rights senior to those of the holders of Set Jet Common Stock. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, including restricting our ability to pursue our business strategy, and could also require us to incur interest expense. Higher interest rates could increase debt service requirements on any debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either or both of such events could materially and adversely affect our profitability, cash flow and results of operations. If additional financing is not available when required or is not available on acceptable terms, we may have to scale back our operations, and we may not be able to expand our business, take advantage of business opportunities or respond to competitive pressures, which could negatively impact our revenue and the competitiveness of our services.

The success of our business is highly dependent on availability of aircraft under charter agreements and certificated third-party charter operators to operate flights for our members.

Our future growth is heavily dependent upon the continued availability of aircraft under charter agreements with third-party operators and the addition of new aircraft available under charter agreements. Since we do not own or directly lease aircraft for charter by our members, we are highly dependent on both availability of aircraft under charter agreement and willingness of certificated third-party charter operators to operate flights for our members. The unavailability of aircraft under charter agreement or certificated third-party operators could adversely affect our business, financial condition and results of operations.

The markets for our offerings are still in relatively early stages of growth, and if we are not able to successfully offer new routes and services, enhance our existing offerings and enter into new markets, our business, financial condition and results of operations could be adversely affected.

Set Jet’s member-based travel service has grown rapidly since we launched service in December 2019, but it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. Further, we currently operate in a limited number of metropolitan areas in the western United States and Mexico. The success of these markets to date and the opportunity for future growth in these markets may not be representative of the potential market for our services in other metropolitan areas. Our growth will depend in part on our ability to successfully enter into new markets, create and introduce new routes, and expand our existing routes by adding more members and more frequent member charter flights. If these new or expanded metropolitan areas and routes are unsuccessful or fail to attract a sufficient number of members and member fliers to be profitable, or we are unable to bring new or expanded routes to market efficiently, our business, financial condition and results of operations could be adversely affected. Furthermore, new member or flier demands regarding our services could negatively affect the attractiveness of our platform and the economics of our business and require us to make substantial changes to and additional investments in our business model.

Developing and launching new metropolitan areas, operating hubs, routes or enhancements to our existing routes involves significant risks and uncertainties, including risks related to the reception of such routes by existing and potential members, increases in operational complexity, unanticipated delays or challenges in implementing such routes or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast flier demand and the number of members using our platform) and negative publicity in the event such new or enhanced routes are perceived to be unsuccessful. We have scaled our business rapidly, and significant new initiatives have in the past resulted in such operational challenges affecting our business. In addition, developing and launching new routes and enhancements to our existing routes may involve significant upfront investment, such as additional marketing and terminal buildout, and such investments may not generate return on investment. Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified third-party aircraft operators and member fliers and our ability to increase utilization of our routes, and could adversely affect our business, financial condition and results of operations.

The success of our business will be highly dependent on our ability to effectively market, add new members and increase charter flights available to existing and new members as a substitute for other air transportation.

We generate substantially all of our revenue from the sale of memberships and member utilization of charter flights through our proprietary platform. Our success depends in part on our ability to cost-effectively attract new members, retain existing members and increase utilization of our charter flight platform by existing and new members. Historically, we have made, and expect that we will need to continue to make, significant investments and implement strategic initiatives in order to attract new members, such as member acquisition campaigns and the launching of new city pairs and additional routes. For example, for the six months ended June 30, 2023, marketing campaigns represented approximately 10% of our revenues. These investments and initiatives may not be effective in generating member or revenue growth or profits. In addition, marketing campaigns can be expensive and may not result in the acquisition of additional members in a cost-effective manner, if at all. As our brand becomes more widely known, future marketing campaigns or brand content may not attract new members at the same rate as past campaigns or brand content. If we are unable to attract new members and increase member utilization, our business, financial condition and results of operations will be adversely affected.

Our members have a wide variety of options for transportation, including business aviation, commercial airlines, private aircraft operators, personal vehicles, rental cars, taxis, public transit and ride sharing offerings. To expand our member and member flier base, we must appeal to new members and member fliers who have historically used other forms of transportation. If members do not perceive our services to be attractive, reliable, safe and cost-effective, or if we fail to offer new and relevant services and features on our platform, we may not be able to attract or retain members or increase their utilization of charter flights through our platform. If we fail to continue to grow our member base, retain existing member fliers or increase the overall utilization of charter flights through our platform, our business, financial condition and results of operations could be adversely affected.

Our member-based charter business model may require flight legs with limited flying members resulting in flights with revenue insufficient to cover costs.

Our member model allows a member to book a charter flight and generally we provide that flight even if no other members self-aggregate on such flight. We may also incur flights with no members (dead-head flights) to reposition aircraft for a future member flight or for maintenance, logistic or other purposes. To the extent flights take place on a consistent basis when the average number of seats is insufficient to cover operating costs, such flights will cause losses and have a material adverse effect on our business, financial condition and results of operations.

Operation of aircraft involves a degree of inherent risk. We could suffer losses and adverse publicity stemming from any incident or accident involving commercial or charter flights and in particular from any accident involving our third-party aircraft operators.

The operation of aircraft is subject to various risks, and demand for air transportation, including member-based charter flight services, has and may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Set Jet flights, our third-party aircraft operators or aircraft flown by our third-party aircraft operators. Air transportation hazards, such as adverse weather conditions, fire and mechanical failures, may result in death or injury to personnel and passengers which could impact member confidence in a particular aircraft type or the air transportation services industry as a whole and could lead to a reduction in member volume, particularly if such accidents or disasters were due to a safety fault. Safety statistics for air travel are reported by multiple parties, including the Department of Transportation (“DOT”) and National Transportation Safety Board (“NTSB”), and are often separated into categories of transportation. Fliers may have a hard time determining how safe member-based charter flight services are and their confidence in member-based charter flight services may be impacted by, among other things, the classification of accidents in ways that reflect poorly on transportation methods member-based charter flight services utilize.

While we do not own, operate or maintain aircraft, we believe that safety and reliability are two important attributes fliers consider when selecting air transportation services. Our failure, or that of our operators, to maintain standards of safety and reliability that are satisfactory to our fliers may adversely impact our ability to retain current members and attract new members. We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. Such an incident could involve the actual or alleged behavior of any of our employees, members or third-party aircraft operators. Further, if our personnel, one of our third-party operators’

aircraft, one of our third-party operators’ Set Jet-branded aircraft, or a type of aircraft in our third-party operators’ fleet that is used by us is involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we or our operators carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our or our operator’s insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident, accident, catastrophe or action. In addition, any such incident, accident, catastrophe or action involving our employees, members, one of the Set Jet-branded aircraft used by us belonging to or managed in our third-party operators’ fleet (or personnel and aircraft of our third-party operators), or the same type of aircraft could create an adverse public perception, which could harm our reputation, result in air travelers being reluctant to use our services, and adversely impact our business, results of operations and financial condition. If one or more of our third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, we may be required to cancel or delay certain flights until replacement aircraft and personnel are obtained.

Our operations may also be negatively impacted by accidents or other safety-related events or investigations that occur in or near the airports we utilize for our member-based charter flight services. For example, if an accident were to occur at an airport we rely on for certain flights, we may be unable to fly into or out of that airport until the accident has been cleared, any damages to the facilities have been repaired and any insurance, regulatory or other investigations have been completed.

We expect to face intense competition in the luxury charter flight industry.

The luxury charter flight industry is highly competitive with many competitors offering various forms of by-the-seat charter flights. Our competitors may be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings or offer lower prices. Our competitors also may establish cooperative or strategic relationships among themselves or with third parties which may further enhance their resources and offerings. We believe our ability to compete successfully as a member-based charter flight booking platform will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, luxury perceptions, consumer confidence in the safety of our offerings, consumer satisfaction for the experiences we offer, and the routes, frequency of flights and availability of seats offered through our platform. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

If we experience harm to our reputation and brand, our business, financial condition, and results of operations could be adversely affected.

Continuing to increase the strength of our reputation and brand for reliable, luxurious and cost-effective member-based private jet travel is critical to our ability to attract and retain qualified members, member fliers and third-party aircraft operators. In addition, our growth strategy includes adding new routes, new city pairs and hubs, partnerships with other companies as well as cross-marketing with other established brands, all of which benefit from our reputation and brand recognition. The successful development of our reputation and brand will depend on a number of factors, many of which are outside our control. Negative perception of our platform, services or company may harm our reputation and brand, including as a result of:

•        complaints or negative publicity or reviews about us, our third-party aircraft operator, our services, other brands or events we associate with or our flight operations policies (e.g., cancellation or baggage fee or pet policies), even if factually incorrect or based on isolated incidents;

•        changes to our flight operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear or inconsistent with our values;

•        a failure to enforce our flight operations policies in a manner that users perceive as effective, fair and transparent;

•        illegal, negligent, reckless or otherwise inappropriate behavior by member fliers, our third-party aircraft operators or other third parties involved in the operation of our business or by our management team or employees;

•        a failure to provide routes and make available charter flight times sought by member fliers;

•        actual or perceived disruptions or defects in our platform, such as data security incidents, platform outages, payment processing disruptions or other incidents that impact the availability, reliability or security of our offerings;

•        litigation over, or investigations by regulators into, our operations or those of our third-party aircraft operators;

•        a failure to operate our business in a way that is consistent with our values;

•        inadequate or unsatisfactory member flier support service experiences;

•        perception of our treatment of members, employees, contractors or third-party aircraft operators and our response to their sentiment related to political or social causes or actions of management; or

•        any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and member fliers may be viewed positively from one group’s perspective (such as member fliers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or member fliers. If we fail to balance the interests of third-party aircraft operators and member fliers or make changes that they view negatively, member fliers may stop using our platform or take fewer flights, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.

Any failure to offer high-quality member support may harm our relationships with member fliers and could adversely affect our reputation, brand, business, financial condition and results of operations.

Through our marketing, advertising, and communications with members, we set the tone for our brand as aspirational but also within reach. We strive to create high levels of member satisfaction through the luxury experience we provide in our terminal lounges and the support provided by our member services team, flight support representatives and cabin hostesses. The ease and reliability of our offerings, including our ability to provide high-quality member support, helps us attract and retain members. Members depend on our “Member Services” team to resolve any issues relating to our services, such as flight cancellations or scheduling changes. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled Member Service employees and cabin hostesses who can support fliers and are sufficiently knowledgeable about our services. As we continue to grow our business and improve our platform, we will face challenges related to providing quality support at scale. Any failure to provide efficient member support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

We are especially vulnerable to delays, cancellations, or flight rescheduling, as we rely on maintaining a high aircraft usage rate, and our need to aggregate members on charter flights to lower direct costs of third-party operations.

Our success depends in part on maintaining a high aircraft usage rate (i.e., the number of revenue-generating hours flown on average in a time period), which can be achieved in part by reducing turnaround times at airports or adding daily flight segments. Aircraft usage rate is reduced by delays caused by a variety of factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance. Reduced aircraft usage rates may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction.

Our success also depends on our ability to generate more revenue per flight by maintaining high member flight utilization rates (i.e., the number of seats purchased on each flight). Member utilization rates may be reduced by a variety of factors, including the introduction of new routes or schedules. In some cases, we may choose to offer flights with low member flight utilization rates to increase or maintain member satisfaction, brand recognition, for marketing or other business purposes.

We have not yet attained aircraft utilization rates sufficient to offset our operating costs, including those paid to third-party operators. We expect, but may be unable, to increase utilization rates as our business grows and expands. The risk of delays, cancellations and flight rescheduling, which could negatively impact our utilization rates, may increase as we expand our business to include new markets and destinations, more frequent flights on current routes and expand facilities.

Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services.

Set Jet’s business is concentrated on member-based luxury private flight services, which are vulnerable to changes in consumer preferences, discretionary spending and other market changes impacting luxury goods and discretionary purchases. The global economy has in the past, and may in the future, experience recessionary periods and periods of economic instability, such as the global COVID-19 pandemic, changes in inflation and interest rates, and disruptions in manufacturing, delivery and overall supply chain. During such periods, Set Jet’s future customers may choose to not make discretionary purchases or to reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for charter flight transportation, including our member-based luxury private flight services, or could shift demand from our services to other methods of air or ground transportation for which we do not offer a competing service. If we are unable to generate demand or there is a future shift in consumer spending away from private charter flight services, there could be a material adverse effect on our business, financial condition and results of operations.

System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error or malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks or other events. Our insurance may not be sufficient, and we may not have sufficient remedies available to us from our third-party service providers, to cover any of our losses that may result from such interruptions, outages, or degradations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities. We rely heavily on a software engineering practice known as “continuous deployment,” which refers to the frequent release of our software code. This practice increases the risk that errors and vulnerabilities are present in the software code underlying our platform. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities discovered in our platform, whether in our proprietary code or that of third-party software on which our software relies, could result in negative publicity, a loss of users or loss of revenue, access or other performance issues, security incidents, or other liabilities. Such vulnerabilities could also prevent members from booking flights, which would adversely affect our flight utilization rates, or disrupting communications with our third-party operators (e.g., flight schedules and pilot scheduling), which could affect our performance. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

We may experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our technology platform. These events could result in losses of revenue due to increased difficulty of booking services through our technology platform, impacts to performance, and resultant errors in operating our business. A prolonged interruption in the availability or reduction in the availability or other functionality of our platform could adversely affect our business and reputation and could result in the loss of member fliers. Moreover, to the extent that any system failure or similar event results in harm or losses to the members using our platform, such as the inability to book charter flights because of a system failure, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time consuming and costly for us to address.

We rely on our information technology systems to manage numerous aspects of our business. A cyber-based attack of these systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased revenues and harm to our reputation.

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems process, transmit and store personal and financial information, proprietary information of our business, and also allow us to coordinate our business across our operation bases, and allow us to communicate with our employees and externally with members, suppliers, partners and other third parties.

While we believe we take reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information. In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions or shutdowns to our platform. Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.

We rely on mobile operating systems and application marketplaces to make our software available to users of our platform. If we do not effectively operate with or receive favorable placements within such mobile application marketplaces and maintain favorable user reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our web-based software platform available to fliers. Such mobile operating systems or application marketplaces could limit or prohibit software that is available to fliers, make changes that degrade the functionality of such software, increase the difficulty of using such software, or impose terms of use unsatisfactory to our users. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to such software. Additionally, in order to deliver high-quality performance, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile technology industry to make, or continue to make, such technologies, systems, networks, or standards available to our users. If fliers on our platform encounter any difficulty accessing or using our software on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition and results of operations could be adversely affected.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose market share, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies we utilize in arranging member charter flight transportation. To date, we have relied primarily on trade secrets and trademarks to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights. We routinely enter into non-disclosure agreements with our employees, consultants, third party aircraft operators and other relevant persons and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially cause us to lose market share, harm our ability to compete, and result in reduced revenue. Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. There can be no assurance that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

Further, obtaining and maintaining patent, copyright, and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. We may also fail to identify patentable aspects of our technology in a timely manner to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the

laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate to prevent other parties from infringing our proprietary technology. To the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase. We may also fail to detect unauthorized use of our intellectual property or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly and time-consuming, may divert the attention of management and resources, and may ultimately not be successful. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.

We use open-source software in connection with our platform, which may pose risks to our intellectual property.

We use open-source software in connection with our platform, and plan to continue using open-source software in the future. Some licenses governing the use of open-source software contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software. If we combine or link our proprietary source code with open-source software in certain ways, we may be required, under the terms of the applicable open-source licenses, to make our proprietary source code available to third parties. Although we monitor our use of open-source software, we cannot assure you that all open-source software is reviewed prior to use in our platform, that our developers have not incorporated open-source software into our platform that we are unaware of, or that they will not do so in the future. Additionally, the terms of open-source licenses have not been extensively interpreted by United States or international courts, and so there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us or our proprietary software. If an author or other third party that distributes such open-source software were to allege that we had not complied with the conditions of an open-source license, we could incur significant legal costs defending ourselves against such allegations or remediating any alleged non-compliance with open-source licenses. Any such remediation efforts could require significant additional resources, and we may not be able to successfully complete any such remediation. Further, in addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, and the open-source software may contain security vulnerabilities.

If we are unable to obtain and maintain adequate facilities and infrastructure, we may be unable to offer our existing charter flights and to expand or change our route network in the future, which may have a material adverse impact on our operations.

In order to operate our existing and proposed charter flight schedule and, where desirable, add service along new or existing routes, we must be able to maintain or obtain space for passenger service. As airports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be implemented in a commercially viable manner, given operating constraints at airports throughout our network, including those imposed by inadequate facilities at desirable locations. Any limitation on our ability to acquire or maintain space for aircraft and passenger operations could have a material adverse effect on our business, results of operations and financial condition.

Set Jet leases and licenses exclusive passenger terminal infrastructure from airport operators in key market hubs and destinations. These leases, licenses and permits vary in term, ranging from on-demand to multi-year use and occupancy agreements that are coterminous with the airport operators underlying lease with the municipality that owns the premises. While our experience with these multi-year use and occupancy agreements have led to long-term uninterrupted usage thus far, certain municipalities retain the authority to terminate an operator’s lease upon short notice. If a municipality exercised its termination rights, under certain conditions our agreements with the airport operator would concurrently terminate. Termination of one or more of our leases could negatively impact our ability to provide services in our existing market hubs and have a material adverse effect on our business, results of operations and financial condition.

Our insurance may become too difficult or expensive for us to obtain. Increases in insurance costs or reductions in insurance coverage may materially and adversely impact our results of operations and financial position.

Though we do not own or operate aircraft, we maintain general liability aviation premise insurance and non-owned aircraft liability coverage, and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that our level of coverage will be sufficient to cover potential claims or that present levels of coverage will be available in the future at a reasonable cost. Further, we expect our insurance costs to increase as we add routes, increase flight and passenger volumes, and expand into new markets.

We may incur substantial maintenance costs as part of our charter aircraft agreement obligations.

Aircraft owners or our third-party charter operator are responsible to maintain, service and repair aircraft utilized by Set Jet members to ensure the safety of member fliers and to keep the FAA airworthiness certificate of each aircraft in good standing at all times. Set Jet, as agent for its members, is generally responsible pursuant to our charter aircraft agreements for reimbursement of such costs related to charter usage of the aircraft. Aircraft maintenance and repairs consists of routine and non-routine maintenance divided into three general categories consisting of line-maintenance, scheduled maintenance and component service. These costs are recorded in the period in which they are incurred and can be substantial. Unexpected maintenance and repair costs may have a material adverse effect on our financial condition and results of operations.

Our charter aircraft agreements may contain provisions that require us to return aircraft airframes and engines to the third-party operator or aircraft owner in a specified condition or pay an amount based on the actual return condition of the equipment. These return costs are recorded in the period in which they are incurred. On our financial statements, we estimate the cost of maintenance lease return obligations and accrue such costs over the remaining lease term when the expense is probable and can be reasonably estimated. Any unexpected increase in maintenance return costs may have a material adverse effect on our financial condition and results of operations.

We are exposed to operational disruptions due to maintenance.

The aircraft fleet offered to our members requires regular maintenance work, which may cause operational disruption. The inability by our third-party operators to perform timely maintenance and repairs could result in aircraft being underutilized which could have an adverse effect on our business, financial condition and results of operations. On occasion, airframe manufacturers and/or regulatory authorities require or recommend modifications to be made across a particular fleet which may mean having to ground a particular type of aircraft. This may cause operational disruption to and impose significant costs on us. Furthermore, our operations in certain locations including Mexico, where delivery of components and parts could take a significant period of time, could result in delays in our ability to maintain and repair our aircraft. Any such delays may pose a risk to our business, financial condition and results of operations. Moreover, as our aircraft fleet increases, our maintenance costs could potentially increase.

The profitability of our current operations is dependent on the availability and pricing of aircraft fuel. Periods of significant disruption in the supply of aircraft fuel or elevated pricing could have a significant negative impact on our results of operations and liquidity.

Although Set Jet’s third-party aircraft operators are currently able to obtain adequate supplies of aircraft fuel, we cannot predict the future availability. Natural disasters (including hurricanes or similar events in the southeast United States and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or wars involving oil-producing countries, economic sanctions imposed against oil-producing countries or specific industry participants, changes in fuel-related governmental policy, the strength of the U.S. dollar against foreign currencies, changes in the cost to transport or store petroleum products, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply shortages or distribution challenges in the future leading to volatile aircraft fuel pricing. Any of these factors or events could cause a disruption in or increased demands on oil production, refinery operations, pipeline capacity or terminal access and possibly result in diminished availability of aircraft fuel supply for our third-party aircraft operators. The impact of such events may limit our third-party aircraft operators’ ability to perform our member flights, which could result in loss of revenue and adversely affect our ability to provide our services.

Additionally, high fuel prices or significant disruptions in the supply of aircraft fuel could have an adverse effect on our financial condition and results of operations. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. Although we have some ability to cover short-term fuel supply disruptions, we depend significantly on the continued performance of our third-party service providers to maintain supply integrity. Consequently, we can neither predict nor guarantee the continued timely availability of aircraft fuel throughout our operations.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. We believe that the breadth and depth of our senior management team’s experience across multiple industries will be instrumental to our success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have an adverse effect on our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

Financial Risks Related to Set Jet’s Business

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

The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, Set Jet is currently in default of certain excise taxes. These tax obligations are classified as current liabilities on Set Jet’s balance sheet as of June 30, 2023. Set Jet’s total outstanding estimated federal excise tax liability and penalties and interest of $0.5 million is included as accrued liabilities on the balance sheet as of June 30, 2023. This accrual may not be sufficient to cover any penalties and interest that may be imposed by the IRS.

As of December 31, 2022, Set Jet was in default of the payments to a vendor related to certain charter agreement payments for aircraft. In February 2023, Set Jet obtained additional financing and a forbearance from such vendor, but there is no assurance future defaults may not occur without sufficient operating cash. The accompanying financial statements have been prepared assuming Set Jet will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The airline industry and Set Jet’s operations are cyclical and highly competitive. Set Jet’s success is largely dependent on the ability to raise debt and equity capital, increase its membership base, increase member flight utilization, and continue to expand flights in existing regions and into new regions profitably. The Company’s prospects and ongoing business activities are subject to the risks and uncertainties frequently encountered by companies in new and rapidly evolving markets. Risks and uncertainties that could materially and adversely affect Set Jet’s business, results of operations or financial condition include, but are not limited to the ability to raise additional capital (or financing) to fund operating losses, refinance its current outstanding debt, sustain ongoing operations, the ability to attract and maintain members, obtain and maintain relevant regulatory approvals, and the ability to measure and manage risks inherent to the business model.

Our results of operations may fluctuate significantly following the Business Combination, which makes our future results of operations difficult to predict and could cause our results of operations to fall below expectations or any guidance we may provide.

Our quarterly and annual results of operations may fluctuate significantly, which makes it difficult for us to predict our future results of operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Investors should not rely on Set Jet’s past results as an indication of Set Jet’s future performance.

This variability and unpredictability could also result in Set Jet failing to meet the expectations of industry or financial analysts or investors for any period. If Set Jet’s revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of Set Jet Common Stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings guidance we may provide.

Set Jet’s projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, Set Jet’s actual revenues, expenses and profitability may differ materially from its expectations.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflects estimates of future performance made in early 2023. Set Jet operates in a rapidly changing and competitive industry and its projections are subject to the risks and assumptions made by management with respect to its industry and business. The projections may be incomplete and reflect assumptions as to certain business strategies or plans that are subject to change. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. This may result in decreased revenue levels and/or increased expenses, and Set Jet may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause its results of operations in a given quarter or year to be higher or lower than expected. As a result, the projections may not be realized, and actual results may be significantly higher or lower than projected. For example, the capital raise transaction expected to be completed in connection with the Business Combination may differ in structure, timing, cost and size in comparison to the capital raise transaction assumed for the purposes of the projections included in this proxy statement/prospectus. As a result, the financial forecasts for the years ending December 31, 2023 and 2024 may no longer reflect Set Jet’s management’s beliefs regarding Set Jet’s anticipated future results for those periods. The inclusion of such projections in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the projections.

Our obligations in connection with our contractual obligations could impair our liquidity and materially adversely affect our business, results of operations and financial condition.

Set Jet has significant long-term obligations primarily relating to charter agreements for the aircraft fleet utilized by members. As of June 30, 2023, Set Jet had six aircraft under long-term charter agreements. As of June 30, 2023, future minimum payments due under charter agreements and facility and hangar long-term operating leases were approximately $15.7 million. Our future ability to pay our contractual obligations and our liquidity will depend on our operating performance, cash flow and our ability to secure adequate financing, which will in turn depend on, among other things, the success of our business strategy, U.S. and global economic conditions, the availability and cost of financing, as well as general economic and political conditions and other factors that are, to some extent, beyond our control. If our liquidity is materially diminished, there may be a material adverse effect on our cash flow available to fund working capital requirements, capital expenditures and business development efforts.

Set Jet has previously defaulted on its debt obligations and there can be no assurance that Set Jet will be able to fulfill its obligations under any current or future indebtedness it may incur.

Any existing or future indebtedness could have important consequences, including but not limited to:

•        increasing our vulnerability to general adverse economic and industry conditions;

•        requiring us to dedicate a substantial portion of our cash flow from operations to servicing our debt, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•        limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate; and

•        leading to the possibility of default on existing or future debt obligations.

Set Jet’s ability to service its debt will depend on Set Jet’s future operating performance and financial results, which may be subject to factors beyond our control, including general economic, financial and business conditions. If we do not have sufficient cash flow to service our debt, we may need to refinance all or part of our existing debt, borrow more money or sell securities or assets, some or all of which may not be available to us at acceptable terms or at all. In addition, we may need to incur additional debt in the future in the ordinary course of business. Set Jet’s current debt and any future additional debt Set Jet may incur may impose significant operating and financial restrictions on us. A breach of any of these restrictions could result in a default. If a default occurs, the relevant lenders could elect to accelerate payments due. If our operating performance declines, or if we are unable to comply with any restrictions, we may need to obtain amendments to our credit agreements or waivers from the lenders to avoid default. These factors could have a material adverse effect on our business.

Further, if there were an event of default under Set Jet’s debt instruments or a change of control, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately and may be cross-defaulted to other debt. Set Jet’s assets or cash flow may not be sufficient to fully repay borrowings under its outstanding debt instruments if accelerated upon an event of default, and there is no guarantee that Set Jet would be able to repay, refinance or restructure the payments on those debt securities.

Set Jet’s ability to use net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of Set Jet Common Stock, or if taxable income does not reach sufficient levels.

Set Jet’s ability to use Net Operating Loss (“NOL”) carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods and, as a result, certain of Set Jet’s carryforwards and other tax attributes may expire before Set Jet can generate sufficient taxable income to use them in full. In addition, our ability to use NOL carryforwards and certain other tax attributes to offset future taxable income may be limited if we have experienced or in the future experience an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions involving the sale or issuance of Set Jet Common Stock may increase the possibility that we will experience a future “ownership change” under Section 382. Such transactions may include the exercise of warrants, the issuance of Set Jet Common Stock for cash, the conversion of any existing or future convertible debt, the repurchase of any debt with Set Jet Common Stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of Set Jet Common Stock, or a combination of the foregoing or other ownership changes.

Risks Related to Set Jet’s Dependence on Third-Party Providers

We rely on our third-party operators to provide and operate aircraft to provide charter flights for our members. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our asset-light business model means that we do not own or operate any aircraft. Instead, we rely on third-party contractors to lease and operate aircraft owned by others. Set Jet primarily relies on one established FAA Part 135 operator, providing flight services through its Part 135 certificates but has used over a dozen charter operators to serve its members. This one established provider is currently the Part 135 operator for Set Jet branded aircraft.

Pilots, maintenance, insurance and fuel are all costs borne by our operator and generally reimbursed by us, although sometimes for convenience paid directly by us. Should we experience complications with any of these third-party contractors or their leased aircraft, we may need to delay or cancel member flights. We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the current COVID-19 outbreak, or other events. The failure of any contractors to perform to our expectations could result in delayed or cancelled flights and harm our business. Our reliance on contractors and our inability to fully control any operational difficulties with our third-party contractors could have a material adverse effect on our business, financial condition and results of operations.

The supply of pilots provided by our third-party operators is limited and may negatively affect our operations and financial condition. Increases in our labor costs, which constitute a substantial portion of our total operating costs, may have a material adverse effect on our business, financial condition and results of operations.

Pilots employed by our third-party operators are subject to stringent pilot qualification and crew member flight training standards (“FAA Qualification Standards”), which among other things require minimum flight time for pilots and mandate strict rules to minimize pilot fatigue. The existence of such requirements effectively limits the supply of qualified pilot candidates and increases pilot salaries and related labor costs. Such requirements also impact pilot scheduling, work hours and the number of pilots required to be employed for our member charter operations, all of which could have a material adverse effect on our business, results of operation and financial condition.

We liaison with our primary third-party operator to plan for the hiring and training of a pipeline of pilots for our member charter operations. Our efforts and those of our third-party operator may not be sufficient to offset a significant and/or prolonged shortage of pilots, and we will be increasingly reliant on our third-party operator as we look to expand our operations. This pipeline may be unable to provide us with pilots in the expected numbers or at the appropriate times. If there is an insufficient supply of pilots to fly our routes, we may be forced to cancel charter flights. In addition, our operations and financial condition may be negatively impacted if we are unable to have available trained pilots in a timely manner. Due to an industry-wide shortage of qualified pilots, driven in part by the flight hours requirements under the FAA Qualification Standards and attrition resulting from the hiring needs of other industry participants, pilot training timelines have significantly increased and stressed the availability of flight simulators, instructors and related training equipment. As a result, the training of our pilots may not be accomplished in a cost-efficient manner or in a manner timely enough to support our operational needs.

If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to meet demand, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We are dependent primarily on one and expect to be dependent in the future on a finite number of certificated third-party aircraft operators to provide charter services to our members. In the event potential competitors establish cooperative or strategic relationships with third-party operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we offer for our members, we may not have access to the necessary number of aircraft or operators to achieve our planned growth. Though we have successfully worked with our operators to obtain aircraft from third-party owners to support our growth in the past, there is no guarantee we will be able to continue doing so without incurring additional costs. If our third-party aircraft operators are unable or unwilling to add aircraft, or otherwise do not have capacity or desire to support our growth, or we are unable to add new or replacement operators as needed, our business and results of operations could be adversely affected. As the demand for private aircraft travel grows, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition in the chartered aircraft market grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase.

If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.

All of our flight operations are conducted by third-party aircraft operators on behalf of our members. Due to this reliance on third parties to provide these essential services, our operations are subject to the risk of disruptions, which may in the future result from many of the same risk factors disclosed in this “Risk Factors” section, such as the impact of adverse economic conditions and the inability of third parties to hire or retain skilled personnel, including pilots and mechanics. Our primary third-party operator provides significant capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Disruptions to capital markets, shortages of skilled personnel and adverse economic conditions in general, such as conditions resulting from the COVID-19 pandemic, have subjected certain of these third-party regional operators to significant financial and operational pressures, which have in the past and could result in the temporary or permanent cessation of their operations. We may also experience disruption to our operations if we terminate agreements with any of our current or future aircraft operators and transition the services to other providers.

Although our third-party aircraft operators are not currently experiencing workforce disruptions, we cannot predict the future actions of their workforce. Union strikes among airport workers or certain pilots of third-party aircraft operators may result in disruptions of our charter flight services and thus could have a material adverse effect on our business, financial condition and results of operations. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators would have a material adverse effect on our business, results of operations and financial condition.

In addition, we have entered into agreements with contractors to provide various facilities and some services required for our operations. Because we rely on others to provide such services, our ability to control the efficiency and timeliness of such services is limited. Similar agreements may be entered into in any new markets we decide to serve. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could

replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

Our third-party aircraft operators’ insurance may become too difficult or expensive for them to obtain. If our third-party aircraft operators are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

Hazards are inherent in the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the charter operation of aircraft for our members. Incidents related to aircraft operation are covered by our third-party operators’ insurance. A limited number of hull and liability insurance underwriters provide coverage for our third-party aircraft operators. Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. The number of air medical or tourism accidents, as well as the number of insured losses within the commercial airline industry, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. If our third-party aircraft operators’ insurance costs increase, such operators are likely to pass the increased costs to us as agent for our members, which could cause us to increase the prices paid by our members. Such cost increases could adversely affect demand for our services and harm our business. Additionally, under aircraft operating agreements, our third-party aircraft operators have agreed to indemnify us against liability arising from the operation of aircraft and to maintain insurance covering such liability. However, there can be no assurance there will be no challenge to the indemnification rights or that the aircraft operator will have sufficient assets or insurance coverage to fulfill its indemnity obligations.

Illegal, improper, or otherwise inappropriate operation of branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition and results of operations.

If our third-party aircraft operators or owners were to operate Set Jet-branded aircraft, regardless of whether such aircraft is flying on our members behalf, in an illegal, improper or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could be exposed to significant reputational harm. While we have implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper or otherwise inappropriate activity by our third-party aircraft operators or owners while flying Set Jet-branded aircraft. Further, any negative publicity related to the foregoing, whether or not such incident occurred while flying on our members behalf, could adversely affect our reputation and brand or public perception of the member-based charter industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and results of operations.

We rely on third-party web service providers to deliver our offerings to users on our platform, and any disruption of or interference with our use of third-party web services could adversely affect our business, financial condition and results of operations.

Our platform’s continuing and uninterrupted performance is critical to our success. We currently host our platform and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these services, we do not have control over the operations of the facilities used by our third-party provider and their facilities may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages and similar events or acts of misconduct. In addition, any changes in our third-party cloud infrastructure provider’s service levels may adversely affect our ability to meet the requirements of users. While we believe we have implemented reasonable backup and disaster recovery plans, we have experienced, and expect that in the future we will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

Legal and Regulatory Risks Related to Set Jet’s Business

The FAA could challenge our method of operations as a member-based charter booking business.

Set Jet’s operations for its members are conducted as a “Common Carriage, Nonscheduled, On-Demand Operator with a 10+ seat Supplement” under Part 135 of FAA regulations and outside the FAA and DOT rules and regulations under Part 121 applicable to commercial airlines and outside rules and regulations for scheduled Part 135 Commuter Operators.

Although the FAA and DOT reviewed our method of operations in 2013 and the FAA and DOT provided a legal opinion confirming our model is compliant with our stated operating methods and outside the rules and regulations applicable to commercial airlines, the FAA and DOT may in the future deem that our operations are no longer in compliance or change regulations or interpretations of regulations such that we are no longer deemed compliant. Should the FAA and DOT determine that our operations require compliance with the rules and regulations consistent with commercial airlines or as an “air charter broker” and/or a “charter operator” it is unlikely we would be in a position to comply with increased regulatory obligations and could be forced to cease operations either temporarily or permanently. We could also be subject to fines and/or civil penalties and in severe cases the suspension or revocation of licenses, certificates, authorizations or permits. This would have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future legal or regulatory changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate or limit our ability to expand into certain jurisdictions, which could have a material adverse effect on our business, financial condition and operating results.

Further, our business has been adversely impacted when government agencies have ceased to operate as expected, including due to partial shutdowns or similar events. These events have resulted in, among other things, reduced demand for air travel, an actual or perceived reduction in air traffic control and related travel delays, as well as disruption in the ability of the FAA to grant required regulatory approvals, such as those that are involved when a new aircraft is first placed into service.

Our operations and those of our third-party operators are highly regulated by several U.S. government regulatory agencies, including the DOT and the FAA. These requirements restrict the ways our business is conducted, as well as the operations of our third-party aircraft operators. Failure to comply with such requirements in the future may result in fines and other enforcement actions by the regulators. In the future, any new regulatory requirements, particularly requirements that limit our third-party aircraft operators’ ability to operate, could have a material adverse effect on us and the industry. Further, DOT and FAA rules require certain disclosures to consumers and filing of routes, which could create a burden on our marketing and operations teams.

Our results of operations and the manner in which we conduct business each may be affected by changes in law and future actions taken by governmental agencies, including:

•        changes in law that affect the services that can be offered by us in particular markets and at particular airports, or the types of fares offered or fees that can be charged to members;

•        restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail our ability to respond to a competitor);

•        the adoption of new passenger security standards or regulations that impact customer service standards;

•        restrictions on airport operations, such as restrictions on the use of airports; and

•        the adoption of more restrictive locally-imposed noise restrictions.

Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to operations and, in some cases, may reduce the demand for air travel. There can be no assurance that the increased costs or greater complexity associated with our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.

Any significant reduction in air traffic capacity at and in the airspace serving key airports in the United States could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, have resulted in short-term capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. Outdated technologies may also cause the ATC system to be less resilient in the event of a failure.

If we expand hub and services outside of the United States, we will face additional regulations to meet local operating requirements.

We may be blocked from or limited in providing or offering our services in certain jurisdictions and may be required to modify our business model in those jurisdictions as a result.

We face regulatory obstacles which could prevent us from operating our member-based charter flight operations. We may incur significant costs in defending our right to operate in accordance with our business model in certain jurisdictions. To the extent that efforts to block or limit our operations are successful, or we or third-party aircraft operators are required to comply with regulatory and other requirements applicable to charter flight services, our revenue and growth would be adversely affected.

We currently operate passenger terminals out of several airports in Arizona and Nevada and use ramp and facilities of a variety of independent fixed-based operators located at airports in California, Colorado, Utah and Mexico. These facilities are strategically located in close proximity to heavily populated areas. If these airports were to restrict or limit access for charter flights, our passenger volume and utilization rates may be significantly adversely impacted and certain existing or planned future routes may cease to be profitable for us to operate. Airports have a limited number of hangar and charter flight operation sites, which may limit our ability to expand operations to other locations. The availability of hangar space is advantageous to allow our third-party aircraft operators to effectively support our business.

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect our business and our financial condition.

We are subject to a wide variety of laws in the United States and other jurisdictions related to privacy, data protection and consumer protection that are often complex and subject to varying interpretations. As a result, these privacy, data protection and consumer protection laws may change or develop over time through judicial decisions or as new guidance, or interpretations are provided by regulatory and governing bodies and such changes or developments may be contrary to our existing practices. This may cause us to expend resources on updating, changing, or eliminating some of our privacy and data protection practices.

We receive, collect, store, process, transmit, share, and use personal information, and other customer data, including health information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to receive, collect, store, process, transmit, share, and use such personal information, including payment information. A variety of federal, state, local, municipal, and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the collection, storage, processing, sharing, use, retention and security of this information, including the California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Protection and Electronic Protection Act of 1991 (“TCPA”), Section 5 of the Federal Trade Commission Act, and the California Consumer Privacy Act (“CCPA”). Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties, and the enforcement of any non-compliance, which could significantly impact our business operations.

In January 2020, CCPA took effect, which provides new data privacy rights for consumers in California and new operational requirements for companies doing business in California. Compliance with the new obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them, and because the CCPA is relatively new, there is still some uncertainty about how the CCPA will be interpreted and enforced. If we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties (up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional) and litigation, any of which may negatively impact our reputation, require us to expend significant resources, and harm our business. Furthermore, California voters approved the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal information. The CPRA came into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022. We believe that the personal information we collect from California residents that use our app, the air transportation services we have offered in California in the past and direct marketing to California residents for those services, as well as our plans to offer future services in California, have made and in the future will make Set Jet subject to compliance with CCPA and CPRA.

Moreover, as we expand our international presence, we will also be subject to additional privacy rules of such foreign jurisdictions, many of which, such as the European Union’s General Data Protection Regulation (the “GDPR”) and national laws supplementing the GDPR or national laws of similar scope and nature, such as in the United Kingdom, may require significant resources to comply with. The GDPR, for example, requires companies to meet stringent requirements regarding the handling of personal data and highly sensitive personal data of individuals located in the European Economic Area and includes significant monetary penalties for noncompliance. We do not currently offer or advertise our services in the European Union, and all of our services are charged in U.S. dollars. Activities we may engage in in the future, could require us to comply with the GDPR.

We could be in the future subject to data breaches. A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy laws, regulations or other principles or orders to which we may be subject could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities, litigation, including class action litigation, from our fliers, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, government authorities, payment companies, consumer reporting agencies or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident, and otherwise complying with applicable privacy and data security laws.

Environmental regulation and liabilities, including new or developing laws and regulations, may increase our costs of operations and adversely affect us.

In recent years, governments have increasingly focused on climate change, carbon emissions and energy use. Laws and regulations that curb the use of conventional energy or require the use of renewable fuels or renewable sources of energy- such as wind or solar power, could result in a reduction in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations or taxes that increase the cost of such fuels, thereby decreasing demand for our services and also increasing the costs of our operations by our third-party aircraft operators. More stringent environmental laws, regulations or enforcement policies could have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the

effectiveness of our internal control over financial reporting. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of the Combined Company common stock.

If we fail to develop and maintain effective internal control over financial reporting and disclosure controls and procedures, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of the Combined Company common stock on the Nasdaq.

Risks Related to the Combined Company

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection titled “Risks Related to the Combined Company” refer to the Combined Company.

Concentration of ownership among the Combined Company’s executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Upon completion of the Business Combination, the initial stockholders of Set Jet will beneficially own, directly or indirectly:

•        approximately 30.1% of the Combined Company’s outstanding common stock and the executive officers, directors of Set Jet and their affiliates as a group will beneficially own approximately 8.2% of the Combined Company’s outstanding common stock, assuming no redemption of the Public Shares;

•        approximately 33.7% of the Combined Company’s outstanding common stock and the executive officers, directors of Set Jet and their affiliates as a group will beneficially own approximately 9.2% of the Combined Company’s outstanding common stock, assuming 50% redemption of the Public Shares; or

•        approximately 38.3% of the Combined Company’s outstanding common stock and the executive officers, directors of Set Jet and their affiliates as a group will beneficially own approximately 10.4% of the Combined Company’s outstanding common stock, assuming that all Public Shares are redeemed.

As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, appointment and removal of officers, any amendment of the amended and restated certificate of incorporation and approval of mergers and other business combination transactions requiring stockholder approval, including proposed transactions that would result in the Combined Company stockholders receiving a premium price for their shares and other significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

Revelstone’s Warrants are currently not in compliance with the Nasdaq continued listing requirements. If Revelstone is unable to regain compliance with Nasdaq’s listing requirements, its Warrants could be delisted, which could affect its securities’ market price and liquidity.

Our Units, Common Stock and Warrants are separately listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. On June 14, 2023, Revelstone received a 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. The Notice has no immediate effect on the listing of the Warrants on The Nasdaq Global Market.

On July 31, 2023, Revelstone responded to Nasdaq and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the date of the letter, or until December 11, 2023, to regain compliance with respect to the Warrants. In the event Revelstone does not regain compliance prior to the expiration of the compliance period, it will receive written notification that its Warrants, are subject to delisting. At that time, Revelstone may appeal the delisting determination to a Hearings Panel.

Revelstone cannot assure you that it will be able to regain compliance and its failure to meet this, or any other requirement would result in its Warrants being delisted from Nasdaq. Revelstone and holders of its securities could be materially adversely impacted if its warrants are delisted from Nasdaq. In particular:

•        the price of its securities may decrease as a result of the loss of market efficiencies associated with Nasdaq;

•        holders may be unable to sell or purchase Warrants when they wish to do so;

•        Revelstone may become subject to stockholder litigation;

•        Revelstone may lose the interest of institutional investors in its securities;

•        Revelstone may lose media and analyst coverage; and

•        Revelstone would likely lose any active trading market for its Warrants, as it may only be traded on one of the over-the-counter markets, if at all.

There can be no assurance that the Combined Company Common Stock will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq.

In connection with the Closing, Revelstone’s existing registration rights agreement will be amended and restated to: (i) provide that Revelstone will file a registration statement within 30 days following the Closing to register for resale (A) the Founder Shares and shares of Revelstone Common Stock issuable upon exercise of the Private Warrants held by the Founders and (B) the shares of the Combined Company Common Stock to be issued to Set Jet’s stockholders in the Business Combination; (ii) provide Set Jet’s stockholders with three demand registration rights; (iii) provide Set Jet’s stockholders and the Founders customary underwritten takedown rights (subject to customary priorities, minimums, frequency, and quantity limits, cutbacks, deferrals and other terms); and (iv) afford each of Set Jet’s stockholders and the Founders, on a pari passu basis, “piggy back” registration rights with respect to any underwritten offerings by the other stockholders and by the Combined Company. The sale or possibility of sale of these additional securities trading in the public market may negatively impact the market price of the Combined Company’s securities.

•        limited availability of market quotations for the Combined Company’s securities;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Revelstone’s securities or, following the Closing, the Combined Company’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Revelstone’s securities prior to the Closing may decline. The market values of the Combined Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Revelstone’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Set Jet’s securities. Accordingly, the valuation ascribed to Set Jet may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Combined Company’s control. Any of the factors listed below could have a negative impact on your investment in the Combined Company’s securities and the Combined Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Combined Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities may include:

•        actual or anticipated fluctuations in the Combined Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about the Combined Company’s operating results;

•        success of competitors;

•        failure to attract analyst coverage for the Combined Company’s stock or one or more analysts ceases coverage of the Combined Company or fails to publish reports on the Combined Company regularly;

•        the Combined Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the Combined Company or the transportation industry in general;

•        operating and share price performance of other companies that investors deem comparable to the Combined Company;

•        the Combined Company’s ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting the Combined Company’s business;

•        the Combined Company’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Combined Company Common Stock available for public sale;

•        any major change in the Combined Company’s Board or management;

•        sales of a substantial number of shares of Combined Company Common Stock by the Combined Company’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Combined Company’s securities irrespective of the Combined Company’s operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Combined Company could depress the Combined Company’s share price regardless of the Combined Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Combined Company’s securities also could adversely affect the Combined Company’s ability to issue additional securities and the Combined Company’s ability to obtain additional financing in the future.

Following the consummation of the Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

Following the consummation of the Business Combination, the Combined Company will face increased legal, accounting, administrative and other costs and expenses as a public company that Set Jet does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Combined Company to carry out activities Set Jet has not done previously. For example, the Combined Company will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over

financial reporting), the Combined Company could incur additional costs to rectify those issues, and the existence of those issues could adversely affect the Combined Company’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Combined Company’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Combined Company’s Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Combined Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The Combined Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.

Set Jet is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, the Combined Company will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Set Jet as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the Combined Company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

The Combined Company will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the Combined Company’s securities less attractive to investors and may make it more difficult to compare the Combined Company’s performance to the performance of other public companies.

The Combined Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Combined Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Combined Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Revelstone Common Stock that is held by non-affiliates equals or exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Revelstone Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Combined Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Combined Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find the Combined Company Common Stock less attractive because the Combined Company will rely on these exemptions, which may result in a less active trading market for the Combined Company Common Stock and its price may be more volatile.

Set Jet’s management has limited experience in operating a public company.

Set Jet’s executive officers have limited experience in the management of a publicly traded company. Set Jet’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that

it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. Set Jet may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company’s securities adversely, the price and trading volume of the Combined Company’s securities could decline.

The trading market for the Combined Company’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Combined Company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding the Combined Company’s shares of common stock adversely, or provide more favorable relative recommendations about its competitors, the price of the Combined Company’s shares of common stock would likely decline. If any analyst who may cover the Combined Company were to cease coverage of the Combined Company or fail to regularly publish reports on it, the Combined Company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

If the Combined Company’s security holders exercise their registration rights, it may negatively impact the market price of the Combined Company’s shares of common stock and the existence of these rights may make it more difficult to effect a business combination.

In connection with the Closing, Revelstone’s existing registration rights agreement will be amended and restated to: (i) provide that Revelstone will file a registration statement within 30 days following the Closing to register for resale (A) the Founder Shares and shares of Revelstone Common Stock issuable upon exercise of the Private Warrants held by the Founders and (B) the shares of the Combined Company Common Stock to be issued to Set Jet’s stockholders in the Business Combination; (ii) provide Set Jet’s stockholders with three demand registration rights; (iii) provide Set Jet’s stockholders and the Founders customary underwritten takedown rights (subject to customary priorities, minimums, frequency, and quantity limits, cutbacks, deferrals and other terms); and (iv) afford each of Set Jet’s stockholders and the Founders, on a pari passu basis, “piggy back” registration rights with respect to any underwritten offerings by the other stockholders and by the Combined Company. The sale or possibility of sale of these additional securities trading in the public market may negatively impact the market price of the Combined Company’s securities.

Because we have no current plans to pay cash dividends on the Combined Company Common Stock for the foreseeable future, you may not receive any return on investment unless you sell the Combined Company Common Stock for a price greater than that which you paid for it.

The Combined Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Combined Company’s Board and will depend on, among other things, the Combined Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Combined Company’s Board may deem relevant. In addition, the Combined Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a result, you may not receive any return on an investment in the Combined Company Common Stock unless you sell your shares of common stock for a price greater than that which you paid for it.

The Combined Company may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Combined Company Common Stock.

Upon consummation of the Business Combination, the Combined Company will have warrants outstanding to purchase an aggregate of 9,163,394 shares of Combined Company Common Stock. The Combined Company may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

•        existing stockholders’ proportionate ownership interest in the Combined Company will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding common stock may be diminished; and

•        the market price of the Combined Company Common Stock may decline.

Anti-takeover provisions in the Amended Charter and under Delaware law could make an acquisition of the Combined Company, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove the Combined Company’s then current management.

The Amended Charter contains provisions that may delay or prevent an acquisition of the Combined Company or a change in its management. These provisions may make it more difficult for stockholders to replace or remove members of the Combined Company Board. Because the Combined Company Board is responsible for appointing the members of the management team, these provisions could in turn frustrate or prevent any attempt by its stockholders to replace or remove its current management. In addition, these provisions could limit the price that investors might be willing to pay in the future for shares of Combined Company Common Stock. Among other things, these provisions include:

•        the limitation of the liability of, and the indemnification of, its directors and officers;

•        a prohibition on actions by its stockholders except at an annual or special meeting of stockholders;

•        a prohibition on actions by its stockholders by written consent; and

•        the ability of the Combined Company Board to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the Combined Company Board.

Moreover, because the Combined Company is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns 15% or more of its outstanding voting stock from merging or combining with the Combined Company for a period of three years after the date of the transaction in which the person acquired 15% or more of the Combined Company’s outstanding voting stock, unless the merger or combination is approved in a prescribed manner. This could discourage, delay or prevent a third party from acquiring or merging with the Combined Company, whether or not it is desired by, or beneficial to, its stockholders. This could also have the effect of discouraging others from making tender offers for the Combined Company Common Stock, including transactions that may be in its stockholders’ best interests. Finally, these provisions establish advance notice requirements for nominations for election to the Combined Company Board or for proposing matters that can be acted upon at stockholder meetings. These provisions would apply even if the offer may be considered beneficial by some stockholders. For more information, see the section titled “Description of Revelstone’s Securities — Certain Anti-Takeover Provisions of Delaware Law.”

Risks Related to Revelstone

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection titled “Risks Related to Revelstone” refer to Revelstone.

Our Founders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Pursuant to the Parent Support Agreement, our sponsor, officers and directors have agreed to vote any Founder Shares held by them in favor of the Business Combination. As these shares represent 54% of the outstanding shares of Revelstone Common Stock, we can proceed with the Business Combination with the vote of only 844,133 of Public Shares votes in favor of it.

The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the Business Combination and that you would have to wait for liquidation in order to redeem your stock.

We will not know how many stockholders may exercise their redemption rights until the deadline for redemptions, and therefore we have structured the transaction based on our expectations as to the number of shares that will be submitted for redemption. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

We cannot be certain as to the number of Public Shares that will be redeemed and the potential impact to Public Stockholders who do not elect to redeem their Public Shares.

There is no guarantee that a Public Stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put the Public Stockholder in a better future economic position. We can give no assurance as to the price at which a Public Stockholder may be able to sell its Combined Company Common Stock in the future following the Closing. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of Public Shares may cause an increase or decrease in the share price of Revelstone, and may result in a lower value realized now than a Public Stockholder might realize in the future had the Public Stockholder not redeemed its Public Shares. Similarly, if a Public Stockholder does not redeem its Public Shares, the Public Stockholder will bear the risk of ownership of the Combined Company Common Stock after the consummation of the Business Combination, and there can be no assurance that a Public Stockholder can sell its shares in the future for a greater amount than the redemption price for Public Shares. A Public Stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Existing Certificate of Incorporation provides that we must complete our initial business combination by December 21, 2023, by depositing $90,000 on a monthly basis, unless our stockholders approve an additional Extension Proposal. Revelstone is not obligated to seek stockholder approval of an Extension Proposal and can abandon the Business Combination if the Business Combination is not consummated by December 21, 2023.

If we have not completed the Business Combination within such time period and no approval of an Extension Proposal has been obtained, 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.

For illustrative purposes only, based on funds in the Trust Account of approximately $37.1 million at August 10, 2023, the estimated per share redemption price would have been approximately $10.54.

If a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order for a Public Stockholder to validly redeem its Public Shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Even though we have conducted extensive due diligence on Set Jet, we cannot assure you that this diligence will surface all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Set Jet’s and outside of our control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Combined Company reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by Set Jet. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, the Revelstone Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial statements of Revelstone present the combination of the historical financial information of Revelstone and Set Jet adjusted to give effect for the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 combines the historical balance sheet of Revelstone and the historical balance sheet of Set Jet as of June 30, 2023, on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2023.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023, combines the historical statements of operations of Revelstone and Set Jet for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, combines the historical statements of operations of Revelstone and Set Jet for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the historical unaudited financial statements of Revelstone as of and for the six months ended June 30, 2023, and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical audited financial statements of Revelstone as of and for the year ended December 31, 2022, and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical unaudited financial statements of Set Jet as of and for the six months ended June 30, 2023, and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical audited financial statements of Set Jet as of and for the year ended December 31, 2022, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

•        the sections entitled “Revelstone Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Set Jet Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Revelstone and Set Jet included elsewhere or incorporated by reference in this proxy statement/prospectus, including the Merger Agreement.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The Combined Company believes that its assumptions and methodologies provide a reasonable

basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

Description of Transaction

Pursuant to the Merger Agreement, Merger Sub will merge with and into Set Jet, with Set Jet surviving the Merger. Set Jet will become a wholly owned subsidiary of Revelstone and Revelstone will immediately be renamed “Set Jet, Inc.”. The merger consideration to be paid to the Set Jet equity holders at the Closing of the Merger pursuant to the Merger Agreement 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 certain adjustment based on the Debt for Borrowed Money 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 below. Upon the consummation of the Business Combination, each share of Set Jet Common Stock will be converted into Combined Company Common Stock based on an exchange rate determined at the time of the Closing of the Merger.

As a part of a Revelstone Charter amendment on June 14, 2023 a total of 12,980,181 shares of Revelstone Class A Common Stock were redeemed at $10.35 per share. Shares of Revelstone Class A Common Stock remaining after the redemption, were 3,519,819. Immediately prior to July 27, 2023, Revelstone issued an aggregate of 4,124,995 shares of Revelstone Class A Common Stock to the holders of Revelstone Class B Common Stock upon the conversion of an equal number of shares of Revelstone Class B Common Stock.

Pursuant to the existing Revelstone Charter, holders of Public Shares are being offered 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 in the Trust Account (as of two business days prior to the Closing). The unaudited pro forma condensed combined information contained herein assumes that Revelstone stockholders approve the Business Combination. Revelstone holders of Public Shares may elect to redeem their Revelstone Common Stock for cash even if they approve the Business Combination. Revelstone cannot predict how many of its stockholders will exercise their right to have their shares redeemed for cash.

For illustrative purposes, the unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of additional redemptions of Revelstone common stock:

•        Assuming No Further Redemptions (“No Redemptions”) — this scenario assumes that none of the 3,519,819 remaining Public Shares subject to redemption are redeemed.

•        Assuming 50% of Maximum Redemptions (“Intermediate Redemptions”) — This scenario assumes the redemption of 1,759,910 Public Shares, or 50% of the remaining Public Shares, at $10.46 per share, for aggregate payment of approximately $18.4 million from the Trust Account. These amounts are computed based on balances at June 30, 2023 and actual redemptions will be computed as per the Revelstone Charter including investment income less certain costs and expenses.

•        Assuming Maximum Redemptions (“Maximum Redemptions”) — This scenario assumes the redemption of 3,519,819 Public Shares at $10.46 per share, for aggregate payment of approximately $36.8 million from the Trust Account. These amounts are computed based on balances at June 30, 2023 and actual redemptions will be computed as per the Revelstone Charter including investment income less certain costs and expenses.

The public stockholder redemptions of Public Shares are expected to be within the parameters described by the above three scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results.

The Merger will occur based on the following transactions as contemplated by the Business Combination and related agreements:

•        the cancellation of each issued and outstanding share of Set Jet’s 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 0.21 shares of Combined Company Common Stock for each share of Set Jet Common Stock;

•        the conversion of outstanding Set Jet warrants (excluding a cancellable special warrant on 4,000,000 Set Jet shares of common stock cancelled by its terms upon the Merger closing) into Combined Company warrants exercisable for shares of Combined Company Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using an estimated exchange ratio of 0.21 for Combined Company warrants;

•        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;

•        the conversion of all outstanding vested and unvested Set Jet options into options exercisable for shares of Combined Company Common Stock with the same terms except for the number of shares exercisable and the exercise price (“Combined Company Options”), each of which will be adjusted using the estimated exchange ratio of 0.21 for Combined Company Options;

•        the conversion of all outstanding vested and unvested Set Jet restricted stock units (“RSUs”) into Combined Company RSUs with the same terms except for the number of RSU shares, each of which will be adjusted using the estimated exchange ratio of 0.21 for Combined Company RSUs;

•        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. A total of 1,400,000 Combined Company warrants are issuable in connection with the PIPE investment.

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

•        issuance of 295,500 shares of Combined Company Common Stock in payment of certain Closing costs.

The exchange ratio described above is estimated by Set Jet based on information at June 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.

Pro Forma Stock Ownership

The following summarizes the pro forma combined common stock ownership as of immediately following the consummation of the Business Combination under each scenario assuming the Closing computed on share and other information as of June 30, 2023:

____________

(1)      Excludes 14,500,000 public and private warrants of Revelstone outstanding exercisable at $11.50 per share, subject to certain adjustments. Also excludes shares issuable for convertible debt (excluding the pre-PIPE Convertible Note), RSUs, options and warrants of Set Jet that become exchangeable into shares of Combined Company Common Stock at Closing.

(2)      Includes (a) 800,000 shares of Combined Company Common Stock issuable to the pre-PIPE investor upon conversion of the pre-PIPE Convertible Note, and (b) 1,500,000 PIPE investor shares at Closing and subscription of 1,300,000 shares within three months of the Closing, each in connection with the PIPE Subscription. Excludes 1,800,000 Combined Company warrants issued to the pre-PIPE and PIPE investor.

(3)      Excludes 4,500,000 Earnout Shares granted to holders of Set Jet Common Stock and 2,000,000 Retention Bonus Earnout RSUs granted to Set Jet management.

(4)      Represents estimated shares of Combined Company Common Stock issuable at Closing based on debt and cash at June 30, 2023. Actual shares issuable to current holders of Set Jet Common Stock may vary based on aggregate debt less cash at Closing. Excludes an estimated 705,100 shares of Combined Company Common Stock reserved for outstanding Set Jet stock options, RSUs and warrants. This allocation could change based on changes in such convertible securities prior to Closing and based on the exchange ratio.

Additional Information and Other Related Events in Connection with the Merger

Pre-PIPE Financing

In connection with the signing of the Business Combination agreement, one institutional investor (the “Subscriber”) committed to advance $4 million to Set Jet pursuant to a binding subscription agreement (the “Pre-PIPE Subscription Agreement”)and related convertible note (the “Pre-PIPE Convertible Note”). The Pre-Pipe Convertible Note funds monthly over four months. The Pre-PIPE Convertible Note converts at Closing into 800,000 shares of Combined Company Common Stock. A total of 400,000 ten-year warrants exercisable at $12.50 per share shall be issued in connection with this cash investment.

PIPE Financing

In connection with the Business Combination, Revelstone, and subsequently Combined Company, expects to close a committed equity PIPE financing for $14 million. Revelstone currently has a binding subscription agreement with the Subscriber pursuant to the Pre-PIPE Subscription Agreement with the following major terms (the “PIPE Financing”):

•        Sale and purchase of 1,500,000 shares of Combined Company Common Stock for cash at Closing at $5.00 per share or $7,500,000. A total of 750,000 ten-year warrants exercisable at $12.50 per share shall be issued in connection with this cash investment.

•        Sale and purchase of 1,300,000 shares of Combined Company Common Stock for cash within three months of Closing at $5.00 per share or $6,500,000. A total of 650,000 ten-year warrants exercisable at $12.50 per share shall be issued in connection with this cash investment.

A placement fee of $280,000 is payable in shares of Combined Company Common Stock in connection with the PIPE Financing and is included in the Closing costs paid in shares of Combined Company Common Stock in the pro forma ownership table above.

Set Jet Stockholder Earnout Shares

In connection with the Business Combination, up to an aggregate of 4,500,000 shares of Combined Company Common Stock (the “Earnout Shares”) are issuable to existing holders of Set Jet Common Stock. The issuance and 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 Earnout Period; and

•        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; or

•        4,500,000 Earnout Shares if a Change in Control occurs within the Earnout Period.

The issuance of such Earnout Shares would dilute the value of all shares of Combined Company Common Stock outstanding at that time. Assuming the current capitalization structure, the 4,500,000 Earnout Shares that would be released upon meeting both of the Earnout Shares thresholds or upon a Change in Control would represent approximately 21.6% of total shares outstanding for the No Redemptions scenario, 23.6% of total shares outstanding for the Intermediate Redemptions scenario and approximately 25.9% of total shares outstanding for the Maximum Redemptions scenario.

Revelstone has preliminarily concluded that the Earnout Shares issuable to eligible holders are a form of one-time dividend and accounted for as a liability instrument under ASC 815-40. The unaudited pro forma condensed combined financial information gives effect to the impact from such Earnout Shares on the unaudited pro forma combined balance sheet at June 30, 2023.

Retention Bonus Earnout RSUs

Certain executive officers and directors of Set Jet who will continue as officers and directors of Combined Company will be granted restricted stock units for 2,000,000 shares of Combined Company Common Stock (“Retention Bonus Earnout RSUs”), that will vest if, during the Earnout Period (a) the VWAP of Combined Company Common Stock trades above $15.00 for 20 out of 30 consecutive days or (b) a Change in Control occurs.

The issuance of such Retention Bonus Earnout RSUs would dilute the value of all shares of Combined Company Common Stock outstanding at that time. Assuming the current capitalization structure, the 2,000,000 Retention Bonus Earnout RSUs that would be released upon meeting Retention Bonus Earnout RSUs thresholds, would represent approximately 10.9% of total Combined Company Common Stock outstanding for the No Redemptions scenario, 12.0% of total Combined Company Common Stock Outstanding for the 50% Intermediate Redemptions scenario and approximately 13.5% of total Combined Company Common Stock outstanding for the Maximum Redemptions scenario.

Combined Company has preliminarily concluded that the Retention Bonus Earnout RSUs are compensatory and accounted for as equity instruments ASC 718 - Compensation — Stock Compensation. The unaudited pro forma condensed combined financial information gives effect to the impacts from such Retention Bonus Earnout RSUs on the unaudited pro forma combined financial information for the six months ended June 30, 2023 and the year ended December 31, 2022.

Accounting for the Transaction

The Business Combination is expected to be accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, Revelstone is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Set Jet issuing stock for the net assets of Revelstone, accompanied by a recapitalization whereby no goodwill or intangible assets are recorded. For financial reporting purposes, Set Jet will be presented as the predecessor to Revelstone. Set Jet has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•        Set Jet equity holders will have the largest voting interest in the Combined Company;

•        The Combined Company Board will have six members, and Set Jet will have the ability to nominate the majority of the members of the Combined Company Board;

•        Set Jet management will hold executive management roles (including Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, among others) for the Combined Company and be responsible for the day-to-day operations;

•        The Combined Company will assume the Set Jet name as Set Jet, Inc.; and,

•        The intended strategy of the Combined Company will continue Set Jet’s current strategy of being a leader in member based buy the seat charter.

Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2023