Business Context and Reporting Period
This Form 8-K is a current report filed by Experience Investment Corp. (EIC) on January 11, 2021, regarding an event that occurred on January 6, 2021. The filing addresses a material development in the proposed merger between EIC and BLADE Urban Air Mobility, Inc. (Blade). EIC is a Delaware corporation and an emerging growth company.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for either EIC or Blade. The text notes that Blade does not satisfy the "size of person" test under the Hart-Scott-Rodino (HSR) Act based on its most recent regularly-prepared balance sheet, but specific financial figures are not disclosed in this document.
Material Changes
- HSR Waiver: On January 6, 2021, EIC, its subsidiary Experience Merger Sub, Inc., and Blade entered into a letter agreement (the "HSR Waiver Letter").
- Regulatory Filing Waived: The parties agreed to waive the requirement to make filings under the HSR Act and the expiration of the waiting period under the HSR Act as a condition to consummating the merger.
- Rationale: The waiver applies because Blade does not meet the "size of person" threshold required to trigger HSR filing obligations.
Guidance, Outlook, and Risks
Transaction Status: EIC intends to file a Registration Statement on Form S-4, which will include a proxy statement/prospectus for stockholder approval of the merger. The definitive proxy statement will be mailed to stockholders once a record date is established.
Risks and Contingencies: The filing includes extensive forward-looking statements and highlights several risks that could cause actual results to differ from expectations:
- Termination of the Merger Agreement due to unforeseen events.
- Failure to obtain stockholder approval from EIC or Blade.
- Inability of the merged entity ("New Blade") to meet Nasdaq listing standards.
- Failure to complete a private placement of EIC common stock to institutional investors.
- Operational disruption to Blade's business plans.
- Regulatory delays or adverse conditions in obtaining necessary approvals.
- Impact of the COVID-19 pandemic on business operations and transaction completion.
- Legal proceedings instituted against the companies or their officers.
Investor Verification Checklist
- Verify the contents of the upcoming Form S-4 and definitive proxy statement/prospectus for detailed transaction terms.
- Confirm the status of the private placement of EIC common stock to institutional accredited investors.
- Monitor Nasdaq listing standards compliance for the post-merger entity.
- Review Blade's most recent financial statements to understand the "size of person" determination under the HSR Act.
- Assess the impact of COVID-19 on Blade's urban air mobility business model and growth projections.