Set Jet, a US membership-based private jet charter programme, and Revelstone Capital Acquisition Corp., a publicly traded special purpose acquisition company, have entered into a definitive agreement and plan of merger (Proposed Business Combination). Upon closing of the Proposed Business Combination, expected in the fourth quarter of 2023, the newly combined 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 US 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.

Set Jet CEO, Tom Smith, states: “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, comments: “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 its $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 travelling public in the Unites States and eventually to the UK and Eurozone,” said Matt McClean, CEO of the London, UK-based Coleman Group.

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 (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 at its website and on the RCAC website.

Set Jet investment highlights:

- Company run by seasoned public company and aviation professionals, including certified ATP pilot and founder of TASER, 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 one 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 more than 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, optimising ownership and investment utilisation

- 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.

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.