Set Jet merger partner seeks to extend SPAC deadline

Revelstone Capital Acquisition Corp. wants shareholders to give it more time to complete its SPAC merger with by-the-seat private jet Set Jet.

By Doug Gollan, January 25, 2024

byIn a filing with the SEC, Set Jet’s SPAC merger partner, Revelstone Capital Acquisition Corp., is seeking more time to consummate the deal.

The by-the-seat private jet company was supposed to join  Volato,  Surf Air, and FlyExclusive with IPOs last year.

While the latter overcame several delays, completed its merger, and joined the others in becoming publicly traded, Set Jet is still on the taxiway.

The filing doesn’t provide a specific date for an extension.

It asks stockholders to vote on the following:

A proposal to amend Revelstone Capital’s second amended and restated certificate of incorporation, as amended, (the “Charter”) to extend the date by which Revelstone Capital has to consummate a business combination (the “Extension Amendment”) from February 21, 2024 to [Month], 21 2024 (referred to as the “Extended Termination Date”) (we refer to this proposal as the “Charter Amendment Proposal”).”

The filing goes on to note:

The Company’s Charter provides that the Company has until February 21, 2024 to complete an initial business combination. There is not sufficient time before February 21, 2024 for the Company to complete the initial business combination given the projected timetable or having the registration statement filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 on Form S-4 (the “Initial Business Combination Registration Statement”), declared effective prior to holding a Special Meeting of the Company to approve the initial business combination. Accordingly, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate an initial business combination. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company would have until [Month], 21 2024 to complete an initial business combination.

What happens if the merger does go through?

According to the filing:

The total consideration to be paid at Closing (the “Merger Consideration”) or via earnout (the “Earnout Consideration”) by Revelstone to Set Jet security holders will be an amount up to $145 million, subject to adjustment, based on the sum of (a) Merger Consideration paid at closing in an amount equal to $80 million (subject to adjustment based on the Debt for Borrowed Money of Set Jet net of Set Jet’s Cash and Cash Equivalents at Closing, which we refer to as “Closing Debt”) and (b) Earnout Consideration of up to $65 million consisting of (i) up to $45 million to shareholders of Set Jet pursuant to the Earnout Escrow Agreement as described below and (ii) up to $20 million to certain executive officers and directors of the Combined Company who were the executive officers and directors of Set Jet.

The membership program enables customers to buy individual seats on private jets.

In its filings, Set Jet said it would expand to Texas and the East Coast following its IPO.

While rival by-the-seat flight provider JSX has been expanding, Aero, another jet-sharing operator, shuttered its Europe flights last year.

Read the filing here.



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