Set Jet, Inc. (“
Set Jet”), a membership-based
private jet charter program, and Revelstone Capital Acquisition
Corp. (“
RCAC”) (NASDAQ: RCAC), a publicly traded
special purpose acquisition company, announced today that they have
entered into a definitive agreement and plan of merger (the
“
Proposed Business Combination”). Upon closing of
the Proposed Business Combination, expected in the fourth quarter
of 2023, the newly combined company (the
“
Company”) will operate as Set Jet and plans to
continue listing on the Nasdaq Stock Market LLC under the symbol
SJET. The Proposed Business Combination reflects an implied
pro-forma enterprise value for Set Jet of approximately $80 million
plus an additional $65 million earnout for Set Jet shareholders and
management.
Most recently, RCAC entered into an amendment to
the investment management trust agreement to extend the time to
complete a business combination until December 21, 2023, on a
month-to-month basis. At June 30, 2023, there was approximately
$36.8 million remaining in the RCAC trust account, subject to
possible redemption at the closing of the Proposed Business
Combination.
Set Jet membership has no long-term contracts or
commitments, operating on a simple monthly subscription that grants
members the luxury, convenience, comfort, and privacy of flying
private for a cost comparable to that of a first-class commercial
ticket among the West Coast’s top destinations. Set Jet has
exclusive use of five wide-body Bombardier Challenger 850 aircraft,
designed to deliver a superior in-air experience. To better
understand the Set Jet offering, please find FAQs accessible
here.
Set Jet CEO, Tom Smith, stated, “Today marks a
very important milestone for our Company. As we embark on a journey
that will result in Set Jet becoming a publicly traded company, I
look to the incredible support from our membership base, our
commitment to what we believe are strong business fundamentals, and
the shortage of competitive solutions as a catalyst for timing in
entering the public space. Today’s announcement and partnership
with RCAC will enable Set Jet access to the capital markets to
further expand and build on our unique and differentiated model and
allow us to increase flights between current cities, open new
routes, and continue to grow.”
Morgan Callagy, Co-CEO of RCAC, commented, “The
announcement of the union between RCAC and Set Jet is truly the
result of an extremely thorough vetting process. Upon the launch of
RCAC, our management team had one very defined goal we committed to
adhere to; to find a target that would deliver a unique value
proposition for our shareholders. We believe our qualifiers are
evident in Set Jet’s business model. Importantly, the leadership
team of Set Jet embodies a true passion for the business, having
been founded and led by seasoned aviation professionals. I could
not be more pleased with the result of our process and encouraged
by the financial commitment of the Coleman Group with their $18
million investment.”
“We are pleased to become strategic investors in
Set Jet as we share the collective vision of bringing private
aviation to a wider audience of the traveling public in the Unites
States and eventually to the UK and Eurozone,” said Matt McClean,
CEO of the London-based Coleman Group.
Proposed Business Combination
Overview
Under the terms of the Proposed Business
Combination, RCAC will combine with Set Jet, and in connection with
the business combination, Set Jet will become a publicly traded
entity under the name “Set Jet” and symbol SJET. The Proposed
Business Combination reflects an implied pro-forma enterprise value
at closing of approximately $80 million, plus an additional $65
million earnout for Set Jet shareholders and management.
The cash component of the consideration will be
funded by RCAC’s $36.8 million cash in trust, net of any
redemptions, as well as an $18.0 million private placement from
Coleman, in the form of a pre-PIPE of $4 million which will be
invested prior to closing, and a PIPE of $14 million at
Closing.
Completion of the Proposed Business Combination
is subject to approval by RCAC stockholders, the effectiveness of
an S-4 registration statement to be filed with the Securities and
Exchange Commission (the “SEC”) in connection with
the Proposed Business Combination, and other customary closing
conditions, including the receipt of certain regulatory approvals.
The Proposed Business Combination is expected to close in the
fourth quarter of 2023.
Additional information, including a copy of the
business combination agreements, will be provided in a Current
Report on Form 8-K to be filed by RCAC with the Securities and
Exchange Commission (“SEC”) at the SEC’s website at www.sec.gov/
and on the RCAC website at http://revelstonecapital.com/.
Set Jet Investment
Highlights
- Company run by
seasoned public company and aviation professionals, including
certified ATP pilot and founder of TASER (Nasdaq: AXON), CEO and
co-founder, Tom Smith, who will continue to lead the combined
Company, seasoned public company CFO, Jim Barnes, COO and
co-founder, Trey Smith with over two decades of private aviation
expertise, and aviation enthusiast and aircraft owner Steve
Reynolds, founder of the Yard House restaurant chain, serving as
Chairman of the Board.
- Total
Addressable Market (“TAM”) of over 1 billion
seats
- Consistent
year-over-year revenue growth
- Set Jet model
combines “best-in-class” business models designed to disrupt and
improve luxury private air travel
- Company has
carved out its own niche with what it believes to be a
differentiated and compelling value proposition with a
cost-effective membership ($99.95 one-time security check fee,
$99.95 monthly membership fee, and per-seat flights starting at
approximately $750.00)
- Each aircraft in
the fleet carries 13 to 16 passengers and since inception, Set Jet
has flown over 31,000 passengers on 6,100+ flights
- Set Jet’s
objective is to solve the pain points of commercial travel,
offering members the opportunity to “buy a seat, not the jet”
- Differentiated
by its asset-light business model with five-year exclusive charter
access
- Aircraft leased
to charter operators supports asset-light model, optimizing
ownership and investment utilization
- Cost-effective
and luxurious aircraft
- Charter
operators have 60 years of combined professional aviation
experience
- Set Jet’s
proprietary booking engine technology provides a smooth member
booking experience, including a multi-year process being tested and
reviewed by the Federal Aviation Administration (“FAA”) and the
U.S. Department of Transportation (“DOT”) prior to entering the
marketplace
- Growing loyal
membership base combined with high retention and limited
memberships available produces predictable recurring monthly
membership revenue
- Currently
serving Aspen, Cabo San Lucas, Las Vegas, Los Angeles, Orange
County, Salt Lake City, Scottsdale with dedicated hubs in
Scottsdale and Las Vegas
Advisors
Roth Capital Partners is acting as financial
advisor to RCAC and placement agent on the private placement. CHW
Strategic Advisors is acting as Set Jet’s M&A advisor on the
transaction. Loeb & Loeb, LLP is acting as legal counsel to
RCAC. Snell & Wilmer, LLP is acting as legal counsel to Set
Jet.
About Set Jet, Inc.
Set Jet, Inc. is a membership-driven technology
company facilitating luxurious “buy a seat, not the jet” private
jet charters for its Members to enjoy the ultimate travel
experience at a fraction of the cost of a typical private jet
charter. Set Jet’s proprietary technology platform enables security
pre-screened and approved Members to self-aggregate and share a
private jet charter between frequently traveled destinations to
many of the West Coast’s top destinations including Aspen, Cabo San
Lucas, Las Vegas, Los Angeles, Orange County, San Diego, Salt Lake
City, and Scottsdale. The Company’s asset-light business model
means it neither owns nor operates any aircraft. Professional Part
135 on-demand charter operator partners provide aircraft for Member
charters, pilots, and related aircraft services. The Company
liaisons between its Members and the charter operator to help
seamlessly assure a positive Member experience. The Company also
staffs cabin hostesses for each flight and its ground operations
personnel assist Member travelers with their charter journey. For
more information please visit: https://setjet.com/.
About Revelstone Capital Acquisition
Corp.
Revelstone Capital Acquisition Corp. is a blank
check company whose business purpose is to affect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
entities. The Company is led by its Co-Chief Executive Officers,
Morgan Callagy and Daniel Neukomm. For more information please
visit: http://revelstonecapital.com/.
About Coleman Group
Coleman Group is an alternative investment firm
headquartered in London. Coleman Group offer single and
multi-manager hedge fund solutions to professional and
institutional investors. Coleman Group is structured to offer
bespoke investment solutions tailored to an investors’ risk and
return objectives. Coleman Group also run segregated
managed accounts for clients seeking tailored single manager or
multi-manager solutions.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed Merger, RCAC
intends to file preliminary and definitive proxy statements with
the SEC. The preliminary and definitive proxy statements and other
relevant documents will be sent or given to the stockholders of
RCAC as of the record date established for voting on the proposed
Merger and will contain important information about the proposed
Merger and related matters. Stockholders of RCAC and other
interested persons are advised to read, when available, the
preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with
RCAC’s solicitation of proxies for the meeting of stockholders
to be held to approve, among other things, the proposed Merger
because the proxy statement will contain important information
about RCAC, Set Jet and the proposed Merger. When available, the
definitive proxy statement will be mailed to RCAC stockholders as
of a record date to be established for voting on the proposed
Merger. Stockholders will also be able to obtain copies of the
proxy statement, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to RCAC as set
forth below.
Participants in the
Solicitation
RCAC, Set Jet, and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from RCAC’s stockholders in connection with the
Proposed Business Combination. Information about the directors and
executive officers of RCAC and a description of their interests in
RCAC and the Proposed Business Combination are set forth in RCAC’s
Annual Report on Form 10-K for the year ended December 31, 2022,
and which can be obtained free of charge from the sources indicated
above. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to RCAC’s
stockholders in connection with the Proposed Business Combination
will be set forth in the proxy statement/prospectus for the
Proposed Business Combination, when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will be included in the proxy statement/prospectus that
RCAC intends to file with the SEC. You may obtain free copies of
these documents as described above.
Important Cautions Regarding
Forward-Looking Statements
The disclosure herein includes certain
statements that are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters,
but the absence of these words does not mean that a statement is
not forward looking. These forward-looking statements include, but
are not limited to, (1) statements regarding estimates and
forecasts of other financial, performance and operational metrics
and projections of market opportunity; (2) references with respect
to the anticipated benefits of the Proposed Business Combination
and the projected future financial performance of Set Jet following
the Proposed Business Combination; (3) changes in the market for
Set Jet’s services and technology, expansion plans and
opportunities; (4) Set Jet’s unit economics; (5) the sources and
uses of cash in connection with the Proposed Business Combination;
(6) the anticipated capitalization and enterprise value of the
combined company following the consummation of the Proposed
Business Combination; (7) the projected technological developments
of Set Jet; (8) current and future potential commercial and
customer relationships; (9) the ability to operate efficiently at
scale; (10) anticipated investments in capital resources and
research and development, and the effect of these investments; (11)
the amount of redemption requests made by RCAC’s public
shareholders; (12) the ability of the combined company to issue
equity or equity-linked securities in the future; (13) the failure
to achieve the minimum cash at closing requirements; (14) the
inability to obtain or maintain the listing of the combined
company’s common stock on Nasdaq following the Proposed Business
Combination, including but not limited to redemptions exceeding
anticipated levels or the failure to meet Nasdaq's initial listing
standards in connection with the consummation of the Proposed
Business Combination; and (15) expectations related to the terms
and timing of the Proposed Business Combination. These statements
are based on various assumptions, whether or not identified in this
press release, and on the current expectations of RCAC’s and Set
Jet’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of RCAC and Set Jet. These forward-looking
statements are subject to a number of risks and uncertainties, as
set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in RCAC’s Annual Report
on Form 10-K for the year ended December 31, 2022, which was filed
with the SEC on March 27, 2023 and in RCAC’s IPO prospectus, dated
December 16, 2021, and in the Registration Statement and the other
documents that RCAC has filed, or will file, with the SEC relating
to the Proposed Business Combination. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. The risks and uncertainties above are
not exhaustive, and there may be additional risks that neither RCAC
nor Set Jet presently know or that RCAC and Set Jet currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect RCAC’s and Set Jet’s
expectations, plans or forecasts of future events and views as of
the date of this press release. RCAC and Set Jet anticipate that
subsequent events and developments will cause RCAC’s and Set Jet’s
assessments to change. However, while RCAC and Set Jet may elect to
update these forward-looking statements at some point in the
future, RCAC and Set Jet specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing RCAC’s and Set Jet’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of RCAC, the Company or the combined
company, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Contacts
Revelstone Capital Acquisition
CorpMorgan CallagyCo-Chief Executive Officer14350 Myford
RoadIrvine, CA 92606morgan@revelstonecap.com 949.428.2888
Set Jet Investor Relations
Shannon Devine MZ North AmericaSetJet@mzgroup.us203.741.8811
Set Jet MediaOlivia
JonesDirector of Marketingmarketing@setjet.com480.264.6500
Source: Set Jet, Revelstone
Capital Acquisition Corp.
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