Set Jet to Become Public via Merger with Revelstone Capital

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Set Jet, Inc., a membership-based private jet charter program, and Revelstone Capital Acquisition Corp., a publicly traded special purpose acquisition company, announced that they have entered into a definitive agreement and plan of merger. 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 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.

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