~ Proposed Business Combination Includes
~ Membership Technology Company Operates Unique Asset-Light, Subscription-Based Model ~
~ Seasoned Aviation Professional and CEO
~ Merger with Revelstone, Pre-PIPE, and PIPE Supports Set Jet’s Growth Strategy ~
~ Timing of Proposed Business Combination Supported by Business Fundamentals, Mounting Competitive Moat and Expansive TAM ~
Most recently, RCAC entered into an amendment to the investment management trust agreement to extend the time to complete a business combination until
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,
“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
Proposed Business Combination Overview
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
The cash component of the consideration will be funded by RCAC’s
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
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
Set Jet Investment Highlights
- Company run by seasoned public company and aviation professionals, including certified ATP pilot and founder of TASER (Nasdaq: AXON), 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 ownerSteve Reynolds , founder of the Yard House restaurant chain, serving as Chairman of the Board. - Total Addressable Market (“TAM”) of over 1 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 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, optimizing ownership and investment utilization
- 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 theU.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 inScottsdale andLas Vegas
Advisors
About
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Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Merger, RCAC intends to file preliminary and definitive proxy statements with the
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 RCAC’s 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 RCAC’s Annual Report on Form 10-K for the year ended
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 shareholders; (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
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
Co-Chief Executive Officer
morgan@revelstonecap.com
949.428.2888
Set Jet Investor Relations
SetJet@mzgroup.us
203.741.8811
Set Jet Media
Director of Marketing
marketing@setjet.com
480.264.6500
Source: Set Jet,
Source:
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