Filed
by Revelstone Capital Acquisition Corp.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41178
Set
Jet and Revelstone Capital Acquisition Corp. Receive Effectiveness of S-4 Registration Statement and Announce Date of Revelstone
Special Meeting of Stockholders to Approve Proposed Business
Combination
~
Revelstone’s Special Meeting to Approve Business Combination Scheduled for December 27, 2023 for Stockholders of
Record as of November 10, 2023 ~
~
Upon Closing, the Combined Company is Expected to Trade on Nasdaq Under the Ticker “SJET” ~
SCOTTSDALE,
AZ, and NEW YORK, NY, December 14, 2023 - Set Jet, Inc. (“Set Jet”), a membership-based private jet charter program,
and Revelstone Capital Acquisition Corp. (“RCAC”) (NASDAQ: RCAC), a publicly traded special purpose acquisition company,
announced today that the Securities and Exchange Commission (“SEC”) has declared effective RCAC’s registration Statement
on Form S-4 (“Registration Statement”) in connection with Set Jet’s and RCAC’s previously announced proposed business
combination (the “Business Combination”). The Registration Statement provides important information about Set Jet, RCAC and
the Business Combination.
The
special meeting of RCAC stockholders will be held virtually via live webcast at https://www.cstproxy.com/revelstonecapital/sm2023 on
December 27, 2023, at 11:30 Eastern Time (the “Special Meeting”) for stockholders of record as of the close of business on
November 10, 2023 (the “Record Date”), at which RCAC’s stockholders will be asked to consider and vote upon proposals
to approve the Business Combination and related matters. RCAC filed a definitive proxy statement/prospectus with the SEC relating to
the Business Combination and has commenced mailing the definitive proxy statement/prospectus to its stockholders as of the Record Date.
The
Business Combination is expected to close after the Special Meeting, subject to obtaining requisite stockholder approvals and the satisfaction
or waiver of the conditions in the business combination agreement and other customary closing conditions. Upon closing of the Business
Combination, the post-closing company will be renamed “Set Jet, Inc.” and its common stock and warrants are expected to trade
on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbols “SJET” and “SJETW,” respectively.
Tom
Smith, Chief Executive Officer of Set Jet, stated, “We are pleased with the strides we have made from announcement of merger to
our soon to be public debut. Since transaction announcement, we have strategically deployed a portion of the pre-close capital into our
planned growth initiatives through an accelerated marketing strategy that we believe has driven meaningful brand awareness and early
indicators of membership growth. The differentiation of Set Jet’s capital-light business model presents an attractive growth opportunity
for investors and Set Jet’s dedicated members. As we transition and become a publicly traded entity, we have a core focus on increasing
our service options and market share alike by establishing new hubs and route offerings to meet demand and grow our membership base nationwide.”
Morgan
Callagy, Co-CEO of RCAC, commented, “This latest achievement towards finalizing the business combination confirms our belief in
the underlying fundamentals of Set Jet’s business model run by veteran public operators offering a long-term value proposition
for the public markets. We are excited to watch Set Jet become a publicly traded company and institute its next phase of growth with
access to new markets in 2024 which we believe will increase value for all stakeholders.”
On
July 18, 2023, Set Jet and RCAC previously announced their execution of a definitive Business Combination agreement. RCAC stockholders
are urged to read the proxy materials, including, among other things, the reasons for the unanimous recommendation by RCAC’s Board
of Directors that stockholders vote “FOR” the Business Combination proposal. Your vote “FOR” the Business Combination
is important, no matter how many shares you own. If you have any questions or need assistance voting, please contact Advantage Proxy,
Inc., RCAC’s proxy solicitor, by telephone at 877-870-8565 or by email at ksmith@advantageproxy.com. RCAC stockholders who hold
shares in “street name” (i.e., stockholders whose shares are held of record by a broker, bank, or other nominee) should contact
their broker, bank, or nominee to ensure that their shares are voted.
Advisors
Roth
Capital Partners is acting as M&A 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.
About
Set Jet, Inc.
Set
Jet, Inc. is a membership-driven technology company facilitating luxurious “buy a seat, not the jet” private jet charters
for its Members to enjoy the ultimate travel experience at a fraction of the cost of a typical private jet charter. Set Jet’s proprietary
technology platform enables security pre-screened and approved Members to self-aggregate and share a private jet charter between frequently
traveled destinations to many of the West Coast’s top destinations including Aspen, Cabo San Lucas, Las Vegas, Los Angeles, Orange
County, San Diego, Salt Lake City, and Scottsdale. The Company’s asset-light business model means it neither owns nor operates
any aircraft. Professional Part 135 on-demand charter operator partners provide aircraft for Member charters, pilots, and related aircraft
services. The Company liaisons between its Members and the charter operator to help seamlessly assure a positive Member experience. The
Company also staffs cabin hostesses for each flight and its ground operations personnel assist Member travelers with their charter journey.
For more information please visit: https://setjet.com/.
About
Revelstone Capital Acquisition Corp.
Revelstone
Capital Acquisition Corp. is a blank check company whose business purpose is to affect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company is led by its Co-Chief
Executive Officers, Morgan Callagy and Daniel Neukomm. For more information please visit: http://revelstonecapital.com/.
Important
Information About the Proposed Business Combination and Where to Find It
In
connection with the proposed Business Combination, RCAC filed a proxy statement/prospectus with the SEC. The definitive proxy statement/prospectus
and other relevant documents have been sent or given to the stockholders of RCAC as of the record date established for voting on the
proposed Business Combination and contain important information about the proposed Business Combination and related matters. Stockholders
of RCAC and other interested persons are advised to read the definitive proxy statement/prospectus and any amendments thereto, in connection
with the meeting of stockholders to be held to approve, among other things, the proposed Business Combination because the proxy statement
contains important information about RCAC, Set Jet and the proposed Business Combination. The definitive proxy statement/prospectus has
been mailed to RCAC stockholders of record as of November 10, 2023, in order to vote on the proposed Business Combination. Stockholders
may obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request
to RCAC as set forth below.
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 RCACs’
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 the definitive proxy statement/prospectus
for the proposed Business Combination, and which can be obtained free of charge from the sources indicated above. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RCAC’s stockholders in connection
with the proposed Business Combination is also set forth in the definitive proxy statement/prospectus for the proposed Business Combination.
You may obtain free copies of these documents as described above.
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 stockholders; (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 December 31, 2022, which
was filed with the SEC on March 27, 2023, in RCAC’s other filings with the SEC, in RCAC’s IPO prospectus, dated December
16, 2021, and in the Registration Statement and the other documents that RCAC has filed, or will file, with the SEC relating to the proposed
Business Combination. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional
risks that neither RCAC nor Set Jet presently know or that RCAC and Set Jet currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect RCAC’s
and Set Jet’s expectations, plans or forecasts of future events and views as of the date of this press release. RCAC and Set Jet
anticipate that subsequent events and developments will cause RCAC’s and Set Jet’s assessments to change. However, while
RCAC and Set Jet may elect to update these forward-looking statements at some point in the future, RCAC and Set Jet specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing RCAC’s and Set Jet’s
assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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
Revelstone
Capital Acquisition Corp
Morgan
Callagy
Co-Chief
Executive Officer
14350
Myford Road
Irvine,
CA 92606
morgan@revelstonecap.com
949.428.2888
Set
Jet Investor Relations
Shannon
Devine
MZ
North America
SetJet@mzgroup.us
203.741.8811
Set
Jet Media
Olivia
Jones
Director
of Marketing
marketing@setjet.com
480.264.6500
Source:
Set Jet, Revelstone Capital Acquisition Corp.
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