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 the
Securities and Exchange Commission ("SEC") has declared effective
RCAC’s registration Statement on Form S-4 ("Registration
Statement") in connection with Set Jet’s and RCAC’s previously
announced proposed business combination (the “Business
Combination”). The Registration Statement provides important
information about Set Jet, RCAC and the Business Combination.
The special meeting of RCAC stockholders will be
held virtually via live webcast at
https://www.cstproxy.com/revelstonecapital/sm2023 on December
27, 2023, at 11:30 Eastern Time (the “Special Meeting”) for
stockholders of record as of the close of business on November 10,
2023 (the “Record Date”), at which RCAC’s stockholders will be
asked to consider and vote upon proposals to approve the Business
Combination and related matters. RCAC filed a definitive proxy
statement/prospectus with the SEC relating to the Business
Combination and has commenced mailing the definitive proxy
statement/prospectus to its stockholders as of the Record Date.
The Business Combination is expected to close
after the Special Meeting, subject to obtaining requisite
stockholder approvals and the satisfaction or waiver of the
conditions in the business combination agreement and other
customary closing conditions. Upon closing of the Business
Combination, the post-closing company will be renamed “Set Jet,
Inc.” and its common stock and warrants are expected to trade on
The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbols
“SJET" and "SJETW,” respectively.
Tom Smith, Chief Executive Officer of Set Jet,
stated, “We are pleased with the strides we have made from
announcement of merger to our soon to be public debut. Since
transaction announcement, we have strategically deployed a portion
of the pre-close capital into our planned growth initiatives
through an accelerated marketing strategy that we believe has
driven meaningful brand awareness and early indicators of
membership growth. The differentiation of Set Jet’s capital-light
business model presents an attractive growth opportunity for
investors and Set Jet’s dedicated members. As we transition and
become a publicly traded entity, we have a core focus on increasing
our service options and market share alike by establishing new hubs
and route offerings to meet demand and grow our membership base
nationwide.”
Morgan Callagy, Co-CEO of RCAC, commented, “This
latest achievement towards finalizing the business combination
confirms our belief in the underlying fundamentals of Set Jet’s
business model run by veteran public operators offering a long-term
value proposition for the public markets. We are excited to watch
Set Jet become a publicly traded company and institute its next
phase of growth with access to new markets in 2024 which we believe
will increase value for all stakeholders.”
On July 18, 2023, Set Jet and RCAC previously
announced their execution of a definitive Business Combination
agreement. RCAC stockholders are urged to read the proxy materials,
including, among other things, the reasons for the unanimous
recommendation by RCAC’s Board of Directors that stockholders vote
"FOR" the Business Combination proposal. Your vote "FOR" the
Business Combination is important, no matter how many shares you
own. If you have any questions or need assistance voting, please
contact Advantage Proxy, Inc., RCAC’s proxy solicitor, by telephone
at 877-870-8565 or by email at ksmith@advantageproxy.com. RCAC
stockholders who hold shares in "street name" (i.e., stockholders
whose shares are held of record by a broker, bank, or other
nominee) should contact their broker, bank, or nominee to ensure
that their shares are voted.
Advisors
Roth Capital Partners is acting as M&A
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/.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed Business
Combination, RCAC filed a proxy statement/prospectus with the SEC.
The definitive proxy statement/prospectus and other relevant
documents have been sent or given to the stockholders of RCAC as of
the record date established for voting on the proposed Business
Combination and contain important information about the proposed
Business Combination and related matters. Stockholders of RCAC and
other interested persons are advised to read the definitive proxy
statement/prospectus and any amendments thereto, in connection with
the meeting of stockholders to be held to approve, among other
things, the proposed Business Combination because the proxy
statement contains important information about RCAC, Set Jet and
the proposed Business Combination. The definitive proxy
statement/prospectus has been mailed to RCAC stockholders of record
as of November 10, 2023, in order to vote on the proposed Business
Combination. Stockholders may obtain copies of the proxy
statement/prospectus, without charge, 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 RCACs’ 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 the definitive
proxy statement/prospectus for the proposed Business Combination,
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
is also set forth in the definitive proxy statement/prospectus for
the proposed Business Combination. 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
stockholders; (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, in RCAC’s other filings with the
SEC, 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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