By-the-seat Set Jet announces a SPAC IPO

Set Jet is the latest private aviation flight provider to announce SPAC IPO plans with a target date of Q4 2023.

By Doug Gollan, July 18, 2023

By-the-seat private jet flight provider Set Jet, Inc. plans to merge with Revelstone Capital Acquisition Corp. (NASDAQ: RCAC), a publicly traded special purpose acquisition company, in private aviation’s latest IPO announcement.

Wheels Up and Blade both went public in 2021, and FlyExclusive and Jet Token have announced SPAC merger IPOs.

Directional Aviation’s Flexjet, Inc., which includes Flexjet, Sentient Jet, FXAir, and PrivateFly, shelved its plans earlier this year.

Wheels Up has seen its stock price pummeled as losses increased, and it was forced into a reverse stock split earlier this year to avoid a delisting by the NYSE.

Set Jet’s IPO timing

SetJet expects the deal to close in Q4, and it will then be publicly traded under SJET.

According to a press release, the merger 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.

Revelstone 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.

On June 30, 2023, there was approximately $36.8 million remaining in the RCAC trust account, subject to possible redemption at the closing.

Set Jet membership has no long-term contracts or commitments, operating monthly subscription that enables members to book seats on private jets on a growing route network.

Set Jet’s fleet

The by-the-seat flight provider has exclusive use of five wide-body Bombardier Challenger 850 large cabin aircraft.

“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,” said Set Jet CEO Tom Smith.

Morgan Callagy, Co-CEO of RCAC, added, “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 United States and eventually to the UK and Eurozone,” said Matt McClean, CEO of the London-based Coleman Group.

Deal financials

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 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 deal is subject to approval by RCAC stockholders, the effectiveness of an S-4 registration statement to be filed with the Securities and Exchange Commission, and other customary closing conditions, including the receipt of certain regulatory approvals.

Set Jet Investment Highlights CEO and Co-founder Tom Smith will continue to lead Set Jet alongside CFO Jim Barnes, COO and Co-founder Trey Smith and Chairman and Co-founder Steve Reynolds.

SetJet says it has carved out a niche with an accessible membership model. There is a$99.95 one-time security check fee, a $99.95 monthly membership fee, and per-seat flights starting at approximately $750.00. Each of its private jets carries 13 to 16 passengers in an executive jet configuration.

Since its inception, Set Jet has flown over 31,000 passengers on more than 6,100 flights.

It uses FBOs so members can avoid crowded airport terminals.

Its current network includes Aspen, Cabo San Lucas, Las Vegas, Los Angeles, Orange County, Salt Lake City, and 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.

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