Business Context and Reporting Period
This Form 8-K reports the consummation of a business combination on May 7, 2021, between Experience Investment Corp. (EIC) and Blade Urban Air Mobility, Inc. (Blade). Following the merger, EIC changed its name to Blade Air Mobility, Inc. (New Blade) and ceased to be a shell company. Blade continues as the surviving entity and a wholly-owned subsidiary of New Blade. The company's Class A Common Stock and Warrants began trading on The Nasdaq Global Market under the symbols "BLDE" and "BLDEW," respectively, on May 10, 2021.
Key Financial Metrics and Capital Structure
Capital Raised: In connection with the closing, New Blade consummated a PIPE Investment of $125,000,000, selling 12,500,000 shares of Class A Common Stock at $10.00 per share to accredited investors.
Share Count: Immediately following the merger and PIPE investment, there were 78,903,021 shares of New Blade Class A Common Stock outstanding.
Warrants: There are 14,166,667 New Blade Warrants outstanding, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.
Redemptions: In connection with the closing, 3,596,979 shares of EIC Class A Common Stock were redeemed at approximately $10.07 per share.
Historical Financials: This filing does not contain specific revenue, profit, or cash flow figures for the current period. Historical financial information for Blade is incorporated by reference from the Proxy Statement/Prospectus filed on April 6, 2021.
Material Changes and Transaction Details
- Merger Completion: The merger was approved by EIC stockholders on May 5, 2021, with 19,442,673 shares voting in favor. The transaction closed on May 7, 2021.
- Exchange Ratios:
- Blade Common Stockholders received 10,024,296 shares of New Blade Class A Common Stock for each outstanding share of Blade Common Stock.
- Blade Preferred Stockholders received 16,101,172 shares of New Blade Class A Common Stock for each outstanding share of Preferred Stock.
- Blade Option holders received options to purchase New Blade Class A Common Stock at adjusted exercise prices.
- Corporate Governance: The Board of Directors was expanded to seven members. New Blade appointed Amir Cohen as Chief Accounting Officer. Robert S. Wiesenthal remains CEO, and William A. Heyburn remains CFO.
- Shell Status: New Blade is no longer classified as a shell company following the business combination.
Outlook, Risks, and Management Commentary
Forward-Looking Statements: Management expects to realize benefits from the merger, execute geographic expansion, achieve revenue growth, and maintain profitability. However, the filing includes extensive cautionary notes regarding uncertainties.
Key Risks:
- Disruption of management time due to the merger.
- Risks inherent to the air mobility and transportation industries.
- Impact of the COVID-19 pandemic.
- Availability and performance of third-party operators.
- Technological disruptions and the development of Electric Vertical Take-Off and Landing (eVTOL) aircraft.
- Remediation of material weaknesses in internal control over financial reporting.
Legal Proceedings: Details regarding legal proceedings are incorporated by reference from the Proxy Statement/Prospectus.
Investor Verification Checklist
- Verify the final share count of 78,903,021 and the impact of the 14,166,667 outstanding warrants on potential dilution.
- Review the Proxy Statement/Prospectus (filed April 6, 2021) for detailed historical financial data and the "Risk Factors" section, as this 8-K incorporates them by reference.
- Confirm the status of the material weakness in internal controls over financial reporting mentioned in the risk factors.
- Monitor the trading performance of BLDE and BLDEW on Nasdaq following the May 10, 2021 listing.
- Assess the concentration of ownership, noting that Experience Sponsor LLC and Robert S. Wiesenthal collectively hold significant voting power (27.6% and 20.0%, respectively).