Revelstone Capital Acquisition Corp. (NasdaqGM:RCAC) entered into a definitive agreement and plan of merger to acquire Revelstone Capital Acquisition Corp. on July 18, 2023. 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. Upon closing of the Proposed Business Combination, 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 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 $18.0 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. Tom Smith will continue to lead the combined Company, Revelstone and Coleman to Join Combined Company Board of Directors.

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 Securities and Exchange Commission (the ?SEC?) in connection with the Proposed Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. The Proposed Business Combination is expected to close in the fourth quarter of 2023.

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.