REVELSTONE CAPITAL ACQUISITION CORP

LIQUIDATEDRCAC RCACW

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Events Timeline

Filings

Transaction Details

LIQUIDATION – 2/27/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will as soon as practical
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 2/27/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Set Jet, Inc. [TERMINATED]

ENTERPRISE VALUE: $80 million
ANTICIPATED SYMBOL: SJET

Revelstone Capital Acquisition Corp. proposes to combine with 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 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 ensure 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.


EXTENSION – 12/28/23 – LINK

  • The SPAC approved the extension from December 21, 2023 to February 21, 2024.
    • 2,233,788 shares were redeemed for $10.80 per share.
    • No contribution will be deposited into the trust account.

TRANSACTION

  • The Proposed Business Combination reflects an implied pro-forma enterprise value at closing of approximately $80 million, plus an additional $65 million earnout for Set Jet shareholders and management.
  • 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.
  • The closing of the business combination is expected to occur in the fourth quarter of 2023.

SPAC FUNDING

  • PIPE
    • $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.
      • The Pre-PIPE Notes convert to 800,000 Revelstone Common Stock shares (Pre-PIPE Conversion Shares) + 10-year warrant for 400,000 Revelstone Common Stock shares at $12.50/share (Pre-PIPE Conversion Warrant). $4M paid in four $1M monthly installments: July 31, 2023, August 28, 2023, September 25, 2023, and October 23, 2023.
      • Subscriber to purchase PIPE Shares (Class A Common Stock) for $14M ($5.00/share).
        • Payment in two tranches: $7.5M at Initial Closing Date (Business Combination) + $6.5M on Additional Closing Date.
        • Warrants issued in two tranches: 750,000 at Initial Closing Date (exercisable for 10 years at $12.50/share) + 650,000 on Additional Closing Date (exercisable for 10 years at $12.50/share).
        • The PIPE Subscription Agreement may be terminated if the Initial Closing has not been consummated on or before December 31, 2023.

EARNOUT

  • Company:
    • Up to 4.5 million shares can be earned over a 5-year period after the Closing Date, as follows:
      • 3.5 million shares will be issued if the VWAP is greater than $12.50 for 20/30 consecutive days
      • 1.0 million shares will be issued if the VWAP is greater than $15.00 for 20/30 consecutive days

LOCK-UP

  • Company:
    • Six months from the Closing Date
  • Sponsor:
    • The earlier of (i) one year after the Closing Date, and (ii) if the share price equals or exceeds $12.00 per share for any 20 trading days within any 30- trading day period commencing at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition

NOTABLE CONDITIONS TO TERMINATION

  • The Merger and related transactions are not consummated on or before December 21, 2023 (the “Outside Closing Date”)

ADVISORS

  • Company
    • CHW Strategic Advisors is acting as Set Jet’s M&A advisor on the transaction.
    • Snell & Wilmer, LLP is acting as legal counsel to Set Jet.
  • SPAC
    • Roth Capital Partners is acting as financial advisor to RCAC and placement agent on the private placement.
    • Loeb & Loeb, LLP is acting as legal counsel to RCAC.

EXTENSION – 6/15/23 – LINK

  • The SPAC approved the extension from June 21, 2023, to December 21, 2023.
    • 12,980,181 shares were redeemed for $10.35 per share.
    • $90K per month will be deposited into the trust account.

MANAGEMENT & BOARD


Executive Officers

Morgan Callagy, 50
Chief Executive Officer and Director

Mr. Callagy has over 25 years of investment experience. Mr. Callagy started his investment career at Ark Asset Management a multi-billion dollar long-only investment firm based in New York. In 1996, Mr. Callagy joined Veronis Suhler Stevenson or VSS, a New York-based private equity firm, where he spent 22 years in a variety of positions, including as one of the founders and most recently the head of the firm’s London office where he was based for close to 20 years. Mr. Callagy while at VSS was responsible for the Firm’s investments throughout Europe and his role included sourcing, due diligence, transaction execution, portfolio management, fund raising, and various portfolio board level responsibilities. Mr. Callagy, limited partners, sponsors and banks, was involved in the deployment in aggregate of over $2 billion across the media, technology, software and entertainment value chains and served on the Executive Committee of VSS and the investment committees across several of VSS’s funds. Since leaving VSS in 2017, Mr. Callagy, has been a director and advisor to La Jolla Group Inc. and its portfolio of active consumer brands. Mr. Callagy and Daniel Neukomm founded Revelstone Capital in 2017 to focus on investments across the active consumer brands and media landscape and to enhance the performance of companies in the consumer space including La Jolla Group’s portfolio of brands. Mr. Callagy has invested in numerous businesses including several consumer businesses across multiple consumer segments, including Caliva (now The Parent Company), a California-based cannabis company, he was an early investor in Spiritual Gangster, a branded apparel lifestyle company where Mr. Callagy has served on the board of directors since 2015, and Teton Gravity Research, an action sports content business where he was Chairman of the Board. Mr. Callagy earned a Bachelor of Arts in history from Georgetown University.


Daniel Neukomm, 43
Chief Financial Officer and Director

Mr. Neukomm has 20 years of operational experience and is currently the Executive Chairman of La Jolla Group, Inc. (LJG), a position he has held since 2013. LJG is a multi-branded operating platform with ownership or investments in businesses that collectively have approximately $200 million in revenue for projected fiscal 2021 focused on globally recognized consumer brands, including O’Neill, Spiritual Gangster, PSD, Hang Ten, and others. Under Mr. Neukomm’s leadership, LJG has played a key role in the omni-channel transformation of the platform brands resulting in double-digit growth rates and material improvements in the profitability of these brands. Mr. Neukomm is also a co-founding partner at Revelstone Capital, a growth equity initiative which is focused on investing in growth stage consumer companies in the active lifestyle space. In addition, Mr. Neukomm was one of the largest founding investors and an operating partner in Caliva, a vertically integrated cannabis company in California. At Caliva, Mr. Neukomm led the execution and integration of a four company SPAC rollup to create The Parent Company (TPCO Holding Corp.), a vertically integrated platform that includes cultivation, manufacturing, brands, retail, and delivery. Mr. Neukomm has been a director of The Parent Company since January 2021. Mr. Neukomm began his career founding Mountain Oxygen, a supplemental oxygen services company based in Aspen, Colorado. Mr. Neukomm earned a Bachelor of Arts in economics from the University of Vermont and a Masters of Business Administration in finance and strategy from the International School of Management in Paris.



Board of Directors

Jason White, 45
Director

In April 2021, Mr. White became the Chief Marketing Officer for ViacomCBS’ MTV Entertainment Group. From February 2020 to March 2021, Mr. White served as Chief Marketing Officer of Curaleaf, the nation’s largest licensed cannabis provider. From February 2019 to March 2020, Mr. White served as Chief Marketing Officer of Cura Cannabis Solutions. Prior to that, beginning in 2014, he was Executive Vice President and Global Head of Marketing for Beats by Dr. Dre. While there, he oversaw award-winning campaigns, including Straight Outta Compton, LeBron James Re-Established and product launches with Serena Williams, Cam Newton, DJ Khaled and Pharrell, among others. Before Beats, Mr. White spent nearly a decade at Wieden+Kennedy, a global advertising agency, most recently as the Managing Director in the Shanghai office, where he oversaw the Nike brand work for many breakthrough global campaigns, including the Beijing and London Olympics. Mr. White sits on a number of boards of directors, including the diversity initiative Marcus Graham Project, Monday Night Mentorship for mid-level marketers of color, and Caldera Arts, an Oregon non-profit to provide creative outlets to youth with limited opportunities. Mr. White earned a Bachelor of Business Administration in marketing from Georgetown University.


Margaret McDonald, 55
Director

Ms. McDonald is an experienced Executive Chairman, Chief Executive Officer and turnaround specialist of multiple global consumer retail brands. In 2019 she was made Executive Chairman of private equity owned Masai Copenhagen, owned by Silverfleet Partners London. Margaret has served as a Non-Executive Director for Spiritual Gangster since 2018. From 2018 until the end of 2019, she was Non-Executive Director on the Board of Flying Tiger Copenhagen, a specialty global retailer owned by EQT private equity. Margaret also serves as a senior advisor to A&M Capital Partners Europe, focusing primarily on all consumer related investments. In her specialty D2C operating roles Ms. McDonald previously served as Global President of Victoria’s Secret from 2013-2017, a $4 billion company and the largest subsidiary of L Brands Inc. Prior to joining Victoria’s Secret, Ms. McDonald was the Chief Executive Officer of Coast London, a specialty formalwear brand from 2010-2013. She was also CEO of LK Bennett a D2C lifestyle brand grounded in footwear. Ms. McDonald has also held executive roles at Gap Inc. and its Banana Republic subsidiary. Ms. McDonald also worked with Marks & Spencer plc. and Primark. Ms. McDonald earned a Bachelor of Science in management science from Dublin Institute of Technology and studied fashion and apparel design at Grafton Academy of Fashion & Design.


Jeff Rosenthal, 37
Director

Mr. Rosenthal has over 15 years of experience as an entrepreneur, strategist and investor. In 2009, Mr. Rosenthal Co-Founded Summit Series LLC, a company focused on entrepreneurial community development and hosting global ideas festivals and events where he remains an active partner. Since 2013, he has been the co-owner and co-developer of Summit Powder Mountain and Powder Mountain ski resort in Eden, Utah. For the past two years, Mr. Rosenthal has been a Founding Partner at Emergent Strategic Partners, a family office and investment advisory firm. From 2019-2021, Mr. Rosenthal was a Senior Advisor to TPG Rise and TPG Growth, and also in 2019, Mr. Rosenthal was a founding partner of the Drawdown Fund, a catalytic environmental impact venture fund. Mr. Rosenthal currently serves on the Leadership Council at Conservation International, and on the boards of the Summit Impact Foundation, Beyond Conflict and Street Soccer USA. Mr. Rosenthal also serves as a Senior Advisor to many for profit, and non-profit organizations, including Goodleap, Inspire Clean Energy, Calm, Scopely, Seed Biosciences, Arabella Advisors, a leading philanthropy and impact investing consultancy, and Laurel Strategies, a global business advisory and strategy firm, among others. Mr. Rosenthal serves on the Leadership Circle of the Conservation Lands Foundation, and the Advisory Boards of Whistleblower Aid and the Save the Waves Foundation. He was a founding board member of the Summit Institute, and a founding board member of the Anti-Recidivism Coalition. Mr. Rosenthal is a term member of the Council on Foreign Relations and earned a Bachelor of Arts in International Business from American University.


 

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