Table of Contents

499E
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549

FORM

Form 10-Q

(MARK ONE)

Mark One)
x
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter endedquarterly period ended: September 30, 2019

2022
OR
¨
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19341934.

For the transition period from     to

Commission file number:File Number 001-39046

EXPERIENCE INVESTMENT CORP.

BLADE AIR MOBILITY, INC.
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)

its charter)
Delaware84-1890381
Delaware84-1890381
(State or other jurisdiction
of incorporation or organization)		(I.R.S. Employer I.R.S.Employer
Identification No.)
55 Hudson Yards, 14th Floor
New York, NY
10001
(Address of principal executive offices)(Zip Code)

100 St, Paul St., Suite 800

Denver, CO 80206

(Address of principal executive offices)

(720) 284-6400

 (Issuer’s telephone number)

(212) 967-1009
(Registrant’s telephone number, including area code)
Securities registered pursuant to Sectionunder section 12(b) of the Act:

Title of each classTrading Symbol(s)

Name of each exchange on
which registered

Units, each consisting of one share of Class A Common Stock, and one-third of one Redeemable Warrant$0.0001 par value per shareEXPCUBLDEThe NASDAQNasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per shareEXPCThe NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock forat an exercise price of $11.50 per shareEXPCWBLDEWThe NASDAQNasdaq Stock Market LLC

Check

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨x No x

o

Indicate by check mark whether the registrant has submitted electronically every electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-TS–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratednon–accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”, “smallerfiler,” “ smaller reporting company”,company,” and “emerging growth company” in Rule 12b-212b–2 of the Exchange Act.

Large accelerated filer¨oAccelerated filer¨o
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b–2 of the Exchange Act). Yes xo No ¨

x

As of November 13, 2019, 27,500,0002, 2022, there were 71,653,281 shares of Class A common stock,the registrant’s Common Stock, $0.0001 par value $0.0001 per share, and 6,875,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.


EXPERIENCE INVESTMENT CORP.

Table of Contents
BLADE AIR MOBILITY, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019


TABLE OF CONTENTS

Page
Part I. Financial Information1
Item 1. Financial Statements1
Condensed Balance Sheet1
Page
3
Item 1.
3
3
2
Condensed Statement of Changes in Stockholders’ Equity3
Condensed Statement of Cash Flows4
Notes to Condensed Financial Statements5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk18
Item 4. Controls and Procedures18
Part II. Other Information18
Item 1. Legal Proceedings18
Item 1A. Risk Factors18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds18
Item 3. Defaults Upon Senior Securities19
Item 4. Mine Safety Disclosures19
Item 5. Other Information19
Item 6. Exhibits19
Part III. Signatures20

PART I - FINANCIAL INFORMATION

EXPERIENCE INVESTMENT CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2019

(Unaudited)

ASSETS    
Current assets – Cash $1,819,189 
Marketable securities held in Trust Account  275,168,280 
Total Assets $276,987,469 
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities    
Accrued expenses $42,756 
Accrued offering costs  53,000 
Income taxes payable  26,088 
Promissory note – related party  231,366 
Total Current Liabilities  353,210 
     
Deferred underwriting fee payable  9,625,000 
Total Liabilities  9,978,210 
     
Commitments    
     
Common stock subject to possible redemption, 26,187,385 shares at redemption value  262,009,255 
     
Stockholders’ Equity    
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding  — 
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,312,615 shares issued and outstanding (excluding 26,187,385 shares subject to possible redemption)  131 
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 6,875,000 shares issued and outstanding  688 
Additional paid-in capital  4,901,046 
Retained earnings  98,139 
Total Stockholders’ Equity  5,000,004 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $276,987,469 

The accompanying notes are an integral part of these condensed financial statements.

1

EXPERIENCE INVESTMENT CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

  

Three Months

Ended

September 30,

2019

  

For the
Period

from May

24, 2019

(inception)

through

September 30,

2019

 
Operating and formation costs $43,053  $44,053 
Loss from operations  (43,053)  (44,053)
         
Other income:        
Interest income on marketable securities held in Trust Account  168,280   168,280 
Other income  168,280   168,280 
         
Income before provision for income taxes  125,227   124,227 
Provision for income taxes  (26,088)  (26,088)
Net income $99,139  $98,139 
         
Weighted average shares outstanding, basic and diluted(1)  6,523,285   6,444,901 
         
Basic and diluted net income per common share(2) $(0.01) $(0.01)

(1)Excludes an aggregate of 26,187,385 shares subject to possible redemption.
(2)Net loss per common share – basic and diluted excludes interest income of $135,409 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 20192022 and 2021
4
5
6
8
9
Item 2.
25
Item 3.
39
Item 4.
39
41
Item 1.
41
Item 1A.
41
Item 2.
41
Item 3.
41
Item 4.
41
Item 5.
41
Item 6.
42
43

The accompanying notes are an integral part

2
Table of these condensed financial statements.

2

Contents

PART I. FINANCIAL INFORMATION

EXPERIENCE INVESTMENT CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM MAY 24, 2019 (INCEPTION) THROUGH SEPTEMBER

Item 1. Financial Statements
BLADE AIR MOBILITY, INC.
Unaudited Interim Condensed Consolidated Balance Sheets
September 30, 2019

(Unaudited)

  Class A Common Stock  Class B Common Stock  

Additional

Paid-in

  

Retained

Earnings/

(Accumulated

  

Total

Stockholders’

 
  Shares  Amount  Shares  Amount  Capital  Deficit)  Equity 
Balance – May 24, 2019 (inception)  —  $—   —  $—  $—  $—  $— 
                             
Issuance of Class B common stock to Sponsor  —   —   7,187,500   719   24,281   —   25,000 
                             
Net loss  —   —   —   —   —   (1,000)  (1,000)
                             
Balance – June 30, 2019 (unaudited)  —   —   7,187,500   719   24,281   (1,000)  (24,000)
                             
Forfeiture of Founder Shares  —   —   (312,500)  (31)  31   —   — 
                             
Sale of 27,500,000 Units, net of underwriting discount and offering expenses  27,500,000   2,750   —   —   259,383,370   —   259,386,120 
                             
Sale of 5,000,000 Private Placement Warrants  —   —   —   —   7,500,000   —   7,500,000 
                             
Common stock subject to possible redemption  (26,187,385)  (2,619)  —   —   (262,006,636)  —   (262,009,225)
                             
Net income  —   —   —   —   —   99,139   99,139 
                             
Balance – September 30, 2019 (unaudited)  1,312,615  $131   6,875,000  $688  $4,901,046  $98,139  $5,000,004 

The accompanying notes are an integral part2022 and December 31, 2021

(in thousands, except share and per share data)
September 30,
2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents$51,845 $2,595 
Restricted cash1,139 630 
Accounts receivable11,271 5,548 
Short-term investments150,378 279,374 
Prepaid expenses and other current assets10,773 6,798 
Total current assets225,406 294,945 
Non-current assets:
Property and equipment, net2,220 2,045 
Investment in joint venture390 200 
Intangible assets, net48,533 24,421 
Goodwill31,852 13,328 
Operating right-of-use asset16,944 713 
Other non-current assets1,312 232 
Total assets$326,657 $335,884 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses$11,562 $6,369 
Deferred revenue6,036 5,976 
Operating lease liability, current2,627 438 
Total current liabilities20,225 12,783 
Non-current liabilities:
Warrant liability9,067 31,308 
Operating lease liability, long-term14,516 278 
Deferred tax liability144 144 
Total liabilities43,952 44,513 
Commitments and Contingencies (Note 9)
Stockholders' Equity
Preferred stock, $0.0001 par value, 2,000,000 shares authorized at September 30, 2022 and December 31, 2021. No shares issued and outstanding at September 30, 2022 and December 31, 2021.— — 
Common stock, $0.0001 par value; 400,000,000 authorized; 71,506,665 and 70,667,381 shares issued at September 30, 2022 and December 31, 2021, respectively.
7 7 
Additional paid in capital373,223 368,680 
Accumulated other comprehensive loss(2,262)(898)
Accumulated deficit(88,263)(76,418)
Total stockholders' equity282,705 291,371 
Total Liabilities and Stockholders' Equity$326,657 $335,884 
See Notes to Unaudited Interim Condensed Consolidated Financial Statements
3
Table of the condensed financial statements.

Contents

BLADE AIR MOBILITY, INC.

EXPERIENCE INVESTMENT CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 24, 2019 (INCEPTION) THROUGH SEPTEMBER

Unaudited Interim Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2019

(Unaudited)

Cash Flows from Operating Activities:    
Net income $98,139 
Adjustments to reconcile net income to net cash used in operating activities:    
Interest earned on marketable securities held in Trust Account  (168,280)
Changes in operating assets and liabilities:    
Accrued expenses  42,756 
Income taxes payable  26,088 
Net cash used in operating activities  (1,297)
     
Cash Flows from Investing Activities:    
Investment of cash in Trust Account  (275,000,000)
Net cash used in investing activities  (275,000,000)
     
Cash Flows from Financing Activities:    
Proceeds from sale of Units, net of underwriting discounts paid  269,500,000 
Proceeds from sale of Private Placement Warrants  7,500,000 
Proceeds from promissory notes – related party  231,366 
Payment of offering costs  (410,880)
Net cash provided by financing activities  276,820,486 
     
Net Change in Cash  1,819,189 
Cash – Beginning  — 
Cash – Ending $1,819,189 
     
Non-cash investing and financing activities:    
Deferred offering costs paid directly by Sponsor from proceeds of issuance of Class B common stock to Sponsor $25,000 
Initial classification of common stock subject to possible redemption $261,909,820 
Change in value of common stock subject to possible redemption $99,435 
Deferred underwriting fee payable $9,625,000 

The accompanying notes are an integral part2022 and 2021

(in thousands, except share and per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Revenue$45,722 $20,316 $107,985 $42,540 
Operating expenses
Cost of revenue (1)36,456 15,855 90,685 33,628 
Software development (1)2,026 844 3,923 1,456 
General and administrative (1)15,812 12,115 41,934 26,748 
Selling and marketing (1)1,856 1,231 5,294 2,433 
Total operating expenses56,150 30,045 141,836 64,265 
Loss from operations(10,428)(9,729)(33,851)(21,725)
Other non-operating income (expense)
Change in fair value of warrant liabilities425 (3,418)22,241 (18,331)
Realized loss from sales of short-term investments(359)— (2,071)— 
Recapitalization costs attributable to warrant liabilities— 11 — (1,731)
Interest income, net1,173 309 1,892 453 
Total other non-operating income (expense)1,239 (3,098)22,062 (19,609)
Loss before income taxes(9,189)(12,827)(11,789)(41,334)
Income tax expense (benefit)56 (3,643)56 (3,643)
Net loss$(9,245)$(9,184)$(11,845)$(37,691)
Net loss per share (Note 8):
Basic$(0.13)$(0.13)$(0.17)$(0.77)
Diluted$(0.13)$(0.13)$(0.17)$(0.77)
Weighted-average shares used to compute net loss per share:
Basic71,466,085 69,011,623 71,099,764 48,814,039 
Diluted71,466,085 69,011,623 71,099,764 48,814,039 
(1) Prior period amounts have been updated to conform to current period presentation.
See Notes to Unaudited Interim Condensed Consolidated Financial Statements
4
Table of these condensed financial statements.

Contents

BLADE AIR MOBILITY, INC.

EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss
Three and Nine Months Ended September 30, 2019

(Unaudited)

2022 and 2021

(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net loss$(9,245)$(9,184)$(11,845)$(37,691)
Other comprehensive income (loss):
     Unrealized investment income (loss)101 (297)(1,419)(297)
Less: Reclassification adjustment for losses included currently in net loss359 — 2,071 — 
     Foreign currency translation adjustments for the period(2,334)— (2,016)— 
Other comprehensive loss(1,874)(297)(1,364)(297)
Comprehensive loss$(11,119)$(9,481)$(13,209)$(37,988)
See Notes to Unaudited Interim Condensed Consolidated Financial Statements
5
Table of Contents
BLADE AIR MOBILITY, INC.
Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity
Three and Nine Months Ended September 30, 2022 and 2021
(in thousands, except share data)

Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated
Deficit		Total
Stockholders'
Equity
SharesAmount
Balances as of July 1,202271,397,326 $7 $371,690 $(388)$(79,018)$292,291 
Issuance of common stock upon exercise of stock options10,000 — 2 — — 2 
Issuance of common stock upon settlement of restricted stock units124,527 — — — — — 
Stock-based compensation - restricted stock— — 1,685 — — 1,685 
Shares withheld related to net share settlement(25,188)— (154)— — (154)
Other comprehensive loss— — — (1,874)— (1,874)
Net loss— — — — (9,245)(9,245)
Balances as of September 30, 202271,506,665 $7 $373,223 $(2,262)$(88,263)$282,705 
Balances as of July 1, 202169,403,488 $7 $364,697 $— $(68,006)$296,698 
Issuance of common stock upon exercise of stock options698,924 — 120 — — 120 
Stock-based compensation- restricted stock— — 3,924 — — 3,924 
Shares withheld related to net share settlement(6,011)— — — — — 
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities— — (32)— — (32)
Other comprehensive loss— — — (297)— (297)
Net loss— — — — (9,184)(9,184)
Balance as of September 30, 202170,096,401 $7 $368,709 $(297)$(77,190)$291,229 
6
Table of Contents
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated
Deficit		Total
Stockholders'
Equity
SharesAmount
Balance as of January 1, 202270,667,381 $7 $368,680 $(898)$(76,418)$291,371 
Issuance of common stock upon exercise of stock options450,143 — 81 — — 81 
Issuance of common stock upon settlement of restricted stock units546,868 — — — — — 
Stock-based compensation - restricted stock— — 5,627 — — 5,627 
Shares withheld related to net share settlement(157,727)— (1,165)— — (1,165)
Other comprehensive loss— — — (1,364)— (1,364)
Net loss— — — — (11,845)(11,845)
Balances as of September 30, 202271,506,665 $7 $373,223 $(2,262)$(88,263)$282,705 
Balance as of January 1, 202126,069,962 $3 $49,492 $— $(39,499)$9,996 
Issuance of common stock upon exercise of stock options754,429 — 142 — — 142 
Stock-based compensation - restricted stock— — 7,581 — — 7,581 
Stock-based compensation - stock options— — 765 — — 765 
Shares withheld related to net share settlement(6,011)— (52)— — (52)
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities30,778,021 3 191,148 — — 191,151 
Shares issued in PIPE, net of issuance costs12,500,000 1 119,633 — — 119,634 
Other comprehensive loss— — — (297)— (297)
Net loss— — — — (37,691)(37,691)
Balances as of September 30, 202170,096,401 $7 $368,709 $(297)$(77,190)$291,229 
See Notes to Unaudited Interim Condensed Consolidated Financial Statements
7
Table of Contents
BLADE AIR MOBILITY, INC.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2022 and 2021
(in thousands)
Nine Months Ended September 30,
20222021
Cash Flows From Operating Activities:
Net loss$(11,845)$(37,691)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Depreciation and amortization3,741 457 
Stock-based compensation5,627 8,346 
Change in fair value of warrant liabilities(22,241)18,331 
Recapitalization costs attributable to warrant liabilities— 1,731 
Realized loss from sales of short-term investments2,071 — 
Realized foreign exchange loss7 — 
Accretion of interest income on held-to-maturity securities(311)— 
Deferred tax benefit— (3,643)
Loss on disposal of property and equipment197 — 
Changes in operating assets and liabilities:
Prepaid expenses and other current assets(3,781)(3,940)
Accounts receivable(4,461)39 
Other non-current assets(1,059)(116)
Operating right-of-use assets/lease liabilities196 35 
Accounts payable and accrued expenses4,255 600 
Deferred revenue(417)236 
Other(5)1 
Net cash used in operating activities(28,026)(15,614)
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired(48,101)(23,065)
Investment in joint venture(190)— 
Purchase of property and equipment(719)(264)
Purchase of short-term investments(120,489)(308,772)
Proceeds from sales of short-term investments248,377 11,300 
Net cash provided by / (used in) investing activities78,878 (320,801)
Cash Flows From Financing Activities:
Proceeds from the exercise of common stock options81 142 
Taxes paid related to net share settlement of equity awards(1,165)(52)
Repayment of note payable— (1,165)
Proceeds from recapitalization of EIC, net of issuance costs— 215,101 
Proceeds from sale of common stock in PIPE, net of issuance costs— 119,634 
Net cash (used in) / provided by financing activities(1,084)333,660 
Effect of foreign exchange rate changes on cash balances(9)— 
Net (decrease) increase in cash and cash equivalents and restricted cash49,759 (2,755)
Cash and cash equivalents and restricted cash - beginning3,225 10,337 
Cash and cash equivalents and restricted cash - ending$52,984 $7,582 
Reconciliation to the unaudited interim condensed consolidated balance sheets
Cash and cash equivalents$51,845 $6,952 
Restricted cash1,139 630 
Total$52,984 $7,582 
Non-cash investing and financing activities
New leases under ASC 842 entered into during the period$5,871 $13 
See Notes to Unaudited Interim Condensed Consolidated Financial Statements
8
Table of Contents
BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)









Note 1—1 – Description of OrganizationBusiness and Summary of Significant Accounting Policies
Description of Business Operations

Blade Air Mobility, Inc. (“Blade” or the “Company”), headquartered in New York, New York, is a technology-powered, global air mobility platform that provides consumers with a cost effective and time efficient alternative to ground transportation for congested routes. Blade arranges charter and by-the-seat flights using helicopters, jets, turboprops, and amphibious seaplanes operating in various locations throughout the United States and abroad. Blade’s platform utilizes a technology-powered, asset-light business model. Blade provides transportation to its customers through a network of contracted aircraft operators. Blade does not own or operate aircraft.
On May 7, 2021 (the “Closing Date”), privately held Blade Urban Air Mobility, Inc., a Delaware corporation formed on December 22, 2014 (“Old Blade”), consummated transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among Experience Investment Corp. (the “Company”(“EIC”) was incorporated in Delaware on May 24, 2019., Experience Merger Sub, Inc., a wholly owned subsidiary of EIC (“Merger Sub”), and Old Blade. The Company was formedMerger Agreement provided for the purposeacquisition of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the travel and leisure industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2019, the Company had not commenced any operations. All activity for the period from May 24, 2019 (inception) through September 30, 2019 relatesOld Blade by EIC pursuant to the Company’s formation,merger of Merger Sub with and into Old Blade (the “Merger”), with Old Blade continuing as the initial public offering (“Initial Public Offering”), which is described below,surviving entity and identifying a target company for a Business Combination. The Company will not generate any operating revenues until afterwholly-owned subsidiary of EIC. On the completion of its initial Business Combination, at the earliest. The Company will generate non-operating incomeClosing Date, and in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 12, 2019. On September 17, 2019, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $275,000,000, which is described in Note 3.

Simultaneouslyconnection with the closing of the Initial Public Offering,Merger Agreement (the “Closing”), EIC changed its name to Blade Air Mobility, Inc. See Note 3 to the Company consummatedconsolidated financial statements included in the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4.

Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs. In addition, $1,999,979 of cash was held outside of the Trust Account upon closing of the Initial Public Offering and was available for working capital purposes andCompany’s Annual Report on Form 10-K for the payment of offering expenses.

Following the closing of the Initial Public Offering onyear ended September 17, 2019, an amount of $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient30, 2021 for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest, earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

additional information.

EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until September 17, 2021 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 810 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.S-X. Accordingly, they do not include all of the information and footnotes necessaryrequired by U.S. GAAP for a complete presentation of financial position, results of operations, or cash flows. In thestatements. Management’s opinion of management, the accompanying unaudited condensed financial statements includeis that all adjustments consisting(consisting of a normal recurring nature, which areaccruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the financial position, operating results and cash flowsthat may be expected for the periods presented.

The accompanying unaudited condensedfiscal year ending December 31, 2022. These financial statements should be read in conjunction with the Company’s prospectus as filed with the SEC on September 13, 2019, as well asconsolidated financial statements and accompanying Notes included in the Company’s Current ReportsAnnual Report on Form 8-K, as filed with the SEC on September 18, 2019 and September 23, 2019. The interim results10-K for the three monthsyear ended September 30, 2019 and for2021.


On February 1, 2022, the periodBoard of Directors approved a change of the Company’s fiscal year-end from May 24, 2019 (inception) through September 30 2019 are not necessarily indicativeto December 31. The Company’s 2022 fiscal year began on January 1, 2022 and will end on December 31, 2022.
Currency Conversion
The presentation currency of the resultsCompany is U.S. dollars (US$) and the unaudited interim condensed consolidated financial statements have been prepared on this basis. The period ended September 30, 2022 unaudited interim condensed consolidated statement of operations is prepared using average exchange rates of Euro (€) €1.02 to the US$ and Canadian dollars (C$) C$1.29 to the US$. The unaudited interim condensed consolidated balance sheet as at September 30, 2022 has been prepared using the exchange rates on that day of €1.02 to the US$ and C$1.37 to the US$ (December 31, 2021: C$1.27).
Short-Term Investments
Held-to-Maturity Securities
The Company's investments in held-to-maturity securities consist of investment grade U.S. Treasury obligations with maturity dates of less than 365 days. The Company has the ability and intention to hold these securities until maturity. Accordingly, these securities are recorded in the Company's balance sheet at amortized cost and interest is recorded within interest income on the Company's unaudited interim condensed consolidated statement of operations. The held-to-maturity securities balance at September 30, 2022 and December 31, 2021 was $120,222 and nil, respectively. The market value of the held-to-maturity securities at September 30, 2022 and December 31, 2021 was $120,119 and nil, respectively.

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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)









Other Short-Term Investments
Other short-term investments consist of highly-liquid investments available for sale. As of September 30, 2022, other short-term investments consisted of an available-for-sale, traded, debt securities fund, which is recorded at fair value with unrealized gains and losses reported, net of tax, in “Accumulated other comprehensive income (loss)”, unless unrealized losses are determined to be expected forunrecoverable. Realized gains and losses on the periodsale of securities are determined by specific identification. The Company considers all available-for-sale securities as available to support current operational liquidity needs and, therefore, classifies all securities as current assets within short-term investments on the Company’s unaudited interim condensed consolidated balance sheets. These other short-term investments are excluded from May 24, 2019 (inception) throughdisclosure under “fair value of financial instruments” due to the Net Asset Value practical expedient. The other short-term investments balance at September 30, 2022 and December 31, 2019 or for any future interim periods.

2021 was $30,156 and $279,374, respectively. The cost of other short-term investments at September 30, 2022 and December 31, 2021 was $30,399 and $280,263, respectively.


Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, of 1993, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,companies. These exemptions include, but are not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out ofuse such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company whichthat is neithernot an emerging growth company noror is an emerging growth company whichthat has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.


Use of Estimates

The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported amountsin the financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities atliabilities. The Company is subject to uncertainties such as the dateimpact of the condensed financial statementsfuture events, economic and the reported amounts of revenuespolitical factors, and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could changechanges in the near term due to one or more future confirming events. Accordingly, theCompany’s business environment; therefore, actual results could differ significantly from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Significant estimates and assumptions by management include, but are not limited to, the allowance for doubtful accounts, the carrying value of long-lived assets, the carrying value of intangible assets and goodwill, revenue recognition, contingencies, the determination of whether a contract contains a lease, the allocation of consideration between lease and nonlease components, the determination of incremental borrowing rates for leases, the provision for income taxes and related deferred tax accounts, and the fair value of stock-based awards.
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








Reclassification
Certain amounts in prior periods have been reclassified to conform to the current period presentation.
Recently Issued Accounting Standards - Adopted
In December 2019, FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those estimates.


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Cash and Cash Equivalents

fiscal years. The Company considers all short-term investments with an original maturityadoption of three months or less when purchased to be cash equivalents. The Companythe ASU did not have any cash equivalents asa significant impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards - Not Adopted
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of September 30, 2019.

Marketable Securities Held in Trust Account

At September 30, 2019, substantially all ofthis update is to simplify the assets held inaccounting for convertible preferred stock by removing the Trust Account were held in U.S. Treasury Bills.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with theexisting guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities470-20, Debt: Debt with Conversion and Other Options, (“ASC 470-20”), that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from Equity.” Commonthe host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share, to require entities to calculate diluted EPS for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of ASU 2020-06 to have a significant impact on its consolidated financial statements.

Note 2 – Revenue
Revenue Recognition
For Short Distance revenue, seats or monthly or annual flight passes are typically purchased using the Blade App and paid for principally via credit card transactions, wire, check, customer credit, and gift cards, with payments principally collected by the Company in advance of the performance of related services. The revenue is recognized as the service is completed.

MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized as the service is completed.

Jet products are typically purchased through our Flier Relations associates and our app and are paid for principally via checks, wires and credit card. Jet payments are typically collected at the time of booking before the performance of the related service. The revenue is recognized as the service is completed.

The Company initially records flight sales in its unearned revenue, deferring revenue recognition until the travel occurs. Unearned revenue from customer credit and gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card. Unearned revenue from the Company’s passes is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services or changes or
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








extensions to non-refundable seats sold are considered part of the Company's passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided.
Contract liability is defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. As of September 30, 2022 and December 31, 2021, the Company's contract liability balance was $6,036 and $5,976, respectively. This balance consists of unearned revenue, prepaid monthly and annual flight passes, customer credits and gift card obligations. Unearned revenue represents principally the flight revenues received in advance of the actual flight. Customer credits represents unearned revenue for flight reservations that typically were cancelled for good reason by the customer. The customer has one year to use the credit as payment for a future flight with the Company. Gift cards represent prepayment of flights. The Company recognizes revenue for expired customer credits and gift cards upon expiration.

The table below presents a roll forward of the contract liability balance:

Nine Months Ended September 30,
20222021
Balance, beginning of period$5,976 $4,418 
Additions58,470 41,991 
Revenue recognized(58,410)(41,755)
Balance, end of period$6,036 $4,654 
For the nine months ended September 30, 2022, the Company recognized $4,158 of revenue that was included in the contract liability balance as of January 1, 2022. For the nine months ended September 30, 2021, the Company recognized $2,990 of revenue that was included in the contract liability balance as of January 1, 2021.

Certain governmental taxes are imposed on the Company's flight sales through a fee included in flight prices. The Company collects these fees and remits them to the appropriate government agency. These fees are excluded from revenue.

The Company’s quarterly financial data is subject to mandatory redemptionseasonal fluctuations. Historically, the second and third quarter (ended on June 30 and September 30, respectively) financial results have reflected higher Short Distance travel demand and were better than the first and fourth quarter (ended March 31 and December 31) financial results. Historically, MediMobility Organ Transport demand has not been seasonal. Jet and Other revenue have historically been stronger in the first and fourth quarter (ended on March 31 and December 31, respectively) given that the Company’s by-the-seat jet service has operated only between November and April.
Blade operates in three key lines of business:
•Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States, Canada and France between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis.
•MediMobility Organ Transport – Consisting of transportation of human organs for transplant.
•Jet and Other –  Consists principally of revenues from non-medical jet charter, by-the-seat jet flights between New York and South Florida, revenue from brand partners for exposure to Blade fliers and certain ground transportation services.

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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








Disaggregated revenue by product line was as follows:

Three Months Ended
September 30,
Nine Months Ended September 30,
2022202120222021
Product Line(1):
Short Distance$20,402 $13,403 $35,568 $20,252 
MediMobility Organ Transport20,219 2,245 50,143 5,130 
Jet and Other5,101 4,668 22,274 17,158 
Total Revenue$45,722 $20,316 $107,985 $42,540 
__________
(1) Prior period amounts have been updated to conform to current period presentation.

Cost of Revenue
Cost of revenue consists of flight costs paid to operators of aircraft and cars, landing fees and internal costs incurred in generating ground transportation revenue using the Company's owned cars.

Note 3 – Acquisitions

Acquisition of Blade Europe

On September 1, 2022, Blade acquired, through Blade Europe SAS, a wholly-owned French société par actions simplifiée subsidiary (“Blade Europe”), 100% of the share capital and voting rights (the “Shares”) of Héli Tickets France SAS (“Héli Tickets France”), a French société par actions simplifiée, which was then renamed “Blade France SAS” (“Blade France”) and of Helicopter Monaco SARL (“Helicopter Monaco”), a Monegasque société à responsabilité limitée, which was then renamed “Blade Monaco SARL” (“Blade Monaco”). These acquisitions are part of Blade growth strategy of leveraging its asset-light model, technology and recognized brand to aggregate the use cases for urban air mobility. The routes in Southern France, Monaco, Italy and Switzerland, meet the criteria given the geography, short distances and large addressable markets. In addition these markets have connectivity to our existing service areas where the Blade brand enjoys recognition, creating the opportunity for cross pollination between our North American and European customer base.

We hereafter refer to the three European legal entities (Blade Europe, Blade France and Blade Monaco) collectively as “Blade Europe”.

Prior to the completion of the acquisition, the sellers completed a series of reorganization transactions in which all assets and liabilities relating to the distribution and commercial passenger transportation activities ofHéli Sécurité SAS, a French société par actions simplifiée (“Héli Sécurité”) and Azur Hélicoptère SAS, a French société par action simplifiée (“Azur”) were transferred to Héli Tickets France and all assets and liabilities relating to the distribution and commercial passenger transportation activities of Monacair S.A.M., a Monegasque société anonyme (“Monacair” and collectively with Héli Sécurité and Azur, the “Operators”) were transferred to Helicopter Monaco.

Simultaneously with the acquisition, on September 1, 2022 Blade Europe entered into an Aircraft Operator Agreement (the “Europe AOA”) with the sellers and the Operators. The Europe AOA governs the terms of the operating relationship between the parties thereto, including among other things, the right of Blade to act as exclusive air charter broker and/or reseller of the air transportation services to be operated and provided by the Operators thereto for specific routes at pre-negotiated fixed hourly rates and with a minimum number of annual flight hours guaranteed to the Operators by Blade. The
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








agreement’s initial term ends on December 31, 2032 and it will thereafter automatically renew for successive three year periods.

The Company accounted for the lease component of the minimum guarantee included in the Europe AOA as an embedded lease, with a corresponding balance included in the operating right-of-use (“ROU”) asset and lease liability reported in the Company’s unaudited interim condensed consolidated balance sheets (see Note 5).

Blade paid an aggregate cash purchase price for the Shares of Héli Tickets France and Helicopter Monaco of €47,800 ($48,101). Acquisition costs of $2,785 were expensed as incurred and are included in general and administrative expenses in the unaudited interim condensed consolidated statement of operations for the period ended September 30, 2022.

The results of Blade Europe for the period from the September 1, 2022 (“acquisition date”) to September 30, 2022 are included in the Short Distance line of business.

Net Assets Acquired

The assets acquired and liabilities assumed have been included in the unaudited interim condensed consolidated financial statements as of the acquisition date. Total assets acquired included a preliminary estimate of identifiable intangible asset of $28,861. At the time of acquisition, the Company recognized an asset for a preliminary estimate of goodwill, determined as the excess of the purchase price over the net fair value of the assets acquired and liabilities assumed that amounted to $19,026. The value of the components within goodwill included expected revenue and cost synergies, exclusivity rights for transportation services, new customers and key personnel.

The purchase price allocation is classifiedpreliminary and, as additional information becomes available, the Company may further revise the preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. The purchase price was allocated on a liability instrumentpreliminary basis as follows:

Accounts receivable$1,307 
Prepaid expenses and other current assets190 
Property and equipment, net143 
Identifiable intangible assets28,861 
Operating right-of-use asset11,913 
Other non-current assets69 
Total identifiable assets acquired42,483 
Accounts payable and accrued expenses1,003 
Operating lease liability11,913 
Deferred revenue492 
Total liabilities assumed13,408 
Net assets acquired29,075 
Goodwill19,026 
Total consideration$48,101 

A preliminary assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows:
Estimated Useful LifeFair Value
Exclusive rights to air transportation services10$25,975 
Customer list32,886 
Total identifiable intangible assets$28,861 


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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








Preliminary identified intangible assets in the table above are amortized on a straight-line basis over the estimated useful lives. The Company believes that the straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the intangible assets are consumed.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents what our results would have been had Blade Europe been acquired on January 1, 2021. The unaudited pro forma information presented below is for informational purposes only and is measurednot necessarily indicative of our consolidated results of operations of the consolidated business had the acquisition actually occurred at fairthe beginning of 2021 or of the results of our future operations of the consolidated business.

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Reported Revenue$45,722 $20,316 $107,985 $42,540 
Impact of Blade Europe10,846 12,038 23,702 16,624 
Pro forma Revenue$56,568 $32,354 $131,687 $59,164 
The Company did not include net profit (loss) pro forma information as it is deemed impractical. Historical information was not available as the acquired companies have never operated as stand-alone businesses with the distribution and commercial transportation activities being operated by a different party than the operational activities. The pro forma profit (loss) of the acquired companies is based primarily on the hourly flying rates set annually with the Operators through the Europe AOA.  As this agreement did not exist prior to the acquisition, it is not possible to compute the pro forma profit (loss) for these entities.

Note 4 – Goodwill and Intangible Assets
The changes in the carrying value of goodwill are as follows:

Goodwill balance, December 31, 2021$13,328 
Additions(1)19,026 
Foreign currency translation(502)
Goodwill balance, September 30, 2022$31,852 
_________
(1) Additions represent goodwill associated with the acquisition of Blade Europe. See Note 3 for additional information.
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)









The following table presents information about the Company's intangible assets as of:

September 30, 2022December 31, 2021
Estimated Useful Life
Gross
Carrying
Amount
Accumulated
Amortization

 
Net
Gross
Carrying
Amount

Accumulated
Amortization

Net
Exclusive rights to air transportation services(1)(2)5-10 years$36,788 $(2,127)$34,661 $12,357 $(206)$12,151 
Customer list(1)3-10 years14,352 (1,974)12,378 11,542 (957)10,585 
Domain nameIndefinite504 — 504 504 — 504 
Trademarks6-10 years1,006 (179)827 1,006 (51)955 
Developed technology3 years250 (87)163 250 (24)226 
Total$52,900 $(4,367)$48,533 $25,659 $(1,238)$24,421 
__________
(1) Includes preliminary estimate for intangible assets associated with the acquisition of Blade Europe. See Note 3 for additional information.
(2) Exclusive rights to air transportation services include exclusive rights to Helijet’s scheduled passenger routes in Canada acquired in 2021.

For the three months ended September 30, 2022 and 2021, amortization of its finite-lived intangible assets were $1,247 and $102, respectively. For the nine months ended September 30, 2022 and 2021, amortization of its finite-lived intangibles assets were $3,246 and $196, respectively.
As of September 30, 2022, the estimated amortization expense of its finite-lived intangible assets for each of the next five years are as follows:

For the Year Ended December 31,
2022 (balance of the year)$1,816 
20237,179 
20247,051 
20256,680 
20265,864 

Note 5 – Right-of-Use Asset and Operating Lease Liability
Blade’s operating leases consist of airport and heliport terminals, offices and aircraft leases that are embedded within certain capacity purchase agreements (“CPAs”). Upon meeting certain criteria as stated in ASC 842 Leases, the lease component of a capacity purchase agreement would be accounted for as an embedded lease, with a corresponding balance included in the operating right-of-use (“ROU”) asset and lease liability.
As of September 30, 2022, the Company has three significant leases: an operating lease for office space located at 55 Hudson Yards in New York, New York for an initial term of 2.5 years, signed in May 2022; and aircraft leases that are embedded within two of our capacity purchase agreements, one signed in April 2022 for a three-year term for up to 6 aircraft and the other signed in September 2022 (the “Europe AOA”, see Note 3). The Europe AOA was signed simultaneously with the acquisition of Blade Europe and is for an initial ten-year term for 14 aircraft. The Company allocated the consideration in the capacity purchase agreements to the lease and nonlease components based on their relative standalone value. Conditionally redeemable common stock (including common stockThe nonlease components for these agreements primarily consist of the costs associated with
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








flight operations. The Company determined its best estimate of the standalone value of the individual components by considering observable information from publicly available market rates.

Under the April 2022 capacity purchase agreement, Blade has the right to terminate the agreement without cause upon 60 days’ written notice, upon such termination the flight hour guarantee will be pro-rated to the date of the termination and the operator will be entitled to retain any unapplied deposit paid by Blade at the time of such termination, in addition, Blade has the right for immediate termination with no penalty if a government authority enacts travel restrictions.

Under the Europe AOA, the number of aircraft available to Blade and the corresponding number of minimum flight hours guaranteed to the operators by Blade, could be adjusted at the beginning of each calendar year upon reaching a mutual agreement.

See Note 9, “Commitments and Contingencies”, for additional information about our capacity purchase agreements.
Balance sheet information related to the Company’s leases is presented below:
Operating leases:September 30, 2022December 31, 2021
Operating right-of-use asset$16,944 $713 
Operating lease liability, current2,627 438 
Operating lease liability, long-term14,516 278 

As of September 30, 2022, included in the table above is $13,839, $1,080 and $12,855 of operating right-of-use asset, current operating lease liability, and long-term operating lease liability, respectively, under aircraft leases that features redemption rights that is eitherare embedded within the controlcapacity purchase agreements. As of the holder or subject to redemption upon the occurrence of uncertain events not solelyDecember 31, 2021 there were no aircraft leases embedded within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. a capacity purchase agreement.

The Company’s Class A common stock features certain redemption rights that are considered to be outsidefollowing provides details of the Company’s control and subjectlease expense:
Three Months Ended September 30,Nine Months Ended September 30,
Lease cost:2022202120222021
Short-term lease cost$116 $43 $213 $121 
Operating lease cost341 112 751 343 
Operating lease cost - Cost of revenue398 — 648 — 
Total$855 $155 $1,612 $464 
Operating lease costs related to occurrenceaircraft leases that are embedded within a capacity purchase agreements are reported as part of uncertain future events. Accordingly, common stock subjectCost of revenue.

Other information related to possible redemptionleases is presented at redemption value as temporary equity, outsidebelow:
September 30, 2022
Weighted-average discount rate – operating lease8.40 %
Weighted-average remaining lease term – operating lease (in years)7.7
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Consolidated Financial Statements
(amounts in thousands, except share and per share data)

As of September 30, 2022, the stockholders’ equity sectionexpected annual minimum lease payments of the Company’s operating lease liabilities were as follows:
For the Year Ended December 31,
Remainder of 2022$593 
20234,535 
20244,117 
20252,136 
20261,847 
Thereafter11,017 
Total future minimum lease payments, undiscounted24,245 
Less: Imputed interest for leases in excess of one year(7,102)
Present value of future minimum lease payments$17,143 

Note 6 – Stock-Based Compensation
Stock Option Awards
Following is a summary of stock option activities for the nine months ended September 30, 2022:
OptionsWeighted
Average
Exercise Price
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Life
(years)
Intrinsic
Value
Outstanding – January 1, 20228,084,676 $0.19 $0.21 5.6$69,875 
Granted— — — 
Exercised(450,143)0.18 0.22 
Forfeited— — — 
Outstanding – September 30, 20227,634,533 $0.19 $0.21 4.8$29,335 
Exercisable as of September 30, 20227,634,533 $0.19 $0.21 4.8$29,335 
For the three months ended September 30, 2022 and 2021, the Company recorded $0 in stock option expense. For the nine months ended September 30, 2022 and 2021, the Company recorded $0 and $765, respectively, in stock option expense. The fair value of stock options is amortized on a straight-line basis over the requisite service periods of the respective awards. As of September 30, 2022, $0 of stock options remain subject to amortization.
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








Restricted Stock
During the three months ended September 30, 2022, the Company granted an aggregate of 150,118 of the Company's restricted stock units to various employees, officers, directors, consultants, and service providers under the 2021 Equity Incentive Plan. The restricted stock units have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant.

Restricted Stock Units
Weighted Average Grant Date
Fair Value
Non-vested – January 1, 20222,373,523 $8.22 
Granted571,031 6.89 
Vested(518,957)8.05 
Forfeited(72,580)8.44 
Non-vested – September 30, 20222,353,017 $8.19 
For the three months ended September 30, 2022 and 2021, the Company recorded $1,685 and $3,924 in employee and officers restricted stock compensation expense. For the nine months ended September 30, 2022 and 2021, the Company recorded $5,627 and $7,581 in employee and officers restricted stock compensation expense. As of September 30, 2022, unamortized stock-based compensation costs related to restricted share arrangements was $13,943 and will be recognized over a weighted average period of 2.4 years.
Stock-Based Compensation Expense
Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed balance sheet.

consolidated statements of operations is summarized as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Software development$189 $325 $718 $481 
General and administrative1,439 3,371 4,657 7,630 
Selling and marketing57 228252 235
Total stock-based compensation expense$1,685 $3,924 $5,627 $8,346 
Note 7 – Income Taxes


The Company accountshas not recorded tax benefits on the loss before income taxes due to a full valuation allowance that offsets potential deferred tax assets resulting from net operating loss (“NOL”) carry forwards, reflecting the inability to demonstrate the realizability of such loss carry forwards.

Tax expenses recorded in the quarter ended September 30, 2022 are attributable to Blade France net profits.

As of September 30, 2022, the Company has a net deferred tax liability, due to what is referred to as a “naked credit.” The naked credit exists when a deferred tax liability can only be offset up to 80% by NOLs generated in tax years beginning in 2018 and beyond, as well as NOLs available after consideration of IRC Section 382 limitation. The remaining portion that cannot be used remains as a liability. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance as of September 30, 2022 will be recorded. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria is satisfied.

The Company recorded an income tax benefit of $3,643 for the three and nine months ended September 30, 2021. The Company follows the provisions of the accounting guidance on accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740which requires the recognition of
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








deferred tax assets and liabilities for both the expected impactfuture tax consequences of differencesevents that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statementsstatement and tax basis of assets and liabilities andusing enacted tax rates in effect for the year in which the differences are expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires areverse. A valuation allowance is provided to be established when it isreduce the deferred tax asset to a level which, more likely than not, that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss

Note 8 – Earnings Per Common Share

Net

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding forduring the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,166,667 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, dilutedDiluted loss per common share is computed by dividing net loss by the same asweighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options, restricted shares, and warrants.

A reconciliation of net loss and common stock share amounts used in the computation of basic lossand diluted earnings per share is presented below.
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Basic and dilutive loss per common share:
Net loss$(9,245)$(9,184)$(11,845)$(37,691)
Total weighted-average basic common shares outstanding71,466,085 69,011,623 71,099,764 48,814,039 
Net loss per common share:
Basic and dilutive loss per common share$(0.13)$(0.13)$(0.17)$(0.77)

The following table represents common stock equivalents that were excluded from the computation of diluted earnings per share for the periods presented.


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBERthree and nine months ended September 30, 2019  

(Unaudited)

Reconciliation2022 and 2021, because the effect of Net Loss Per Common Share

The Company’s net income is adjusted for the portion of income that is attributabletheir inclusion would be anti-dilutive:

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Warrants to purchase shares of common stock14,166,644 14,166,666 14,166,644 14,166,666 
Options to purchase shares of common stock7,634,533 8,978,185 7,634,533 8,978,185 
Restricted shares of common stock2,353,017 2,137,132 2,353,017 2,137,132 
Total potentially dilutive securities24,154,194 25,281,983 24,154,194 25,281,983 
Note 9 – Commitments and Contingencies
Capacity Purchase Agreements
Blade has contractual relationships with various aircraft operators to common stock subject to possible redemption, asprovide aircraft service. Under these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:

  

Three Months

Ended

September 30,

2019

  

For the Period

from

May 24,

2019

(inception)

through

September 30,

2019

 
Net income $99,139  $98,139 
Less: Income attributable to common stock subject to possible redemption  (135,409)  (135,409)
Adjusted net loss $(36,270) $(37,270)
         
Weighted average shares outstanding, basic and diluted  6,523,285   6,444,901 
         
Basic and diluted net loss per share $(0.01) $(0.01)

Concentration of Credit Risk

Financial instruments that potentially subjectCapacity Purchase Agreements (“CPAs”), the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates for flight time multiplied by hours flown. Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to concentrationsthe Company without any markup or directly incurred by the Company.

As of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2019,2022, the Company has a remaining unfulfilled obligation for the years ending December 31, 2022, 2023, 2024, 2025, and for each of the years ending December 31, 2026 through 2032 under agreements with various aircraft operators to purchase flights with an aggregate value of approximately $1,811, $11,437, $15,876, $14,748 and $7,248, respectively. The above remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within two of the capacity purchase agreements as discussed in Note 5 – Right-of-Use Asset and
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








Operating Lease Liability. Blade has the right for immediate termination of certain agreements if a government authority enacts travel restrictions, this right is applicable to unfulfilled obligation for the years ending December 31, 2022, 2023, 2024 and 2025 with an aggregate value of approximately $0, $4,189, $8,628 and $7,500, respectively. In addition, obligations amounting to $0, $3,925, $7,500 and $7,500 for the years ending December 31, 2022, 2023, 2024 and 2025, respectively, could be terminated by Blade for convenience upon 30 or 60 days’ notice with the annual minimum guarantee being pro-rated as of the termination date.
Legal and Environmental
From time to time, we may be a party to litigation that arises in the ordinary course of business. Other than described below, we do not experienced losseshave any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on this account andits results of operations, financial condition or cash flows. As of September 30, 2022, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of these other litigation and claims will not exposed to significant risksmaterially affect the Company's consolidated financial position or results of operations. The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on such account.

Fair Value of Financial Instruments

The fair valuethe Company's assessments of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts representedlikelihood of their eventual disposition.


On April 1, 2021, Shoreline Aviation, Inc. (SAI) filed an Amended Complaint in the accompanying condensed balance sheet, primarily due to their short-term nature.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect onUnited States District Court for the Company’s condensed financial statements.

Note 3—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a purchase priceEastern District of $10.00 per Unit, which includes a partial exercise by the underwriterNew York naming Cynthia L. Herbst, Sound Aircraft Flight Enterprises, Inc (SAFE)., Ryan A. Pilla, Blade Urban Air Mobility, Inc., Robert Wiesenthal and Melissa Tomkiel as defendants. The case is captioned Shoreline Aviation, Inc. v. Sound Aircraft Flight Enterprises, Inc. et al., No. 2:20-cv-02161-JMA-SIL (E.D.N.Y.). The complaint alleged, among other things, claims of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Note 4—Private Placement

Simultaneously with the closingmisappropriation, violation of the Initial Public Offering,Defend Trade Secrets Act, unfair competition, tortious interference with business relations, constructive trust, tortious interference with contract, and aiding and abetting breach of fiduciary duty against Blade, Robert Wiesenthal and Melissa Tomkiel (together the Sponsor purchased an aggregate“Blade Defendants”). On March 16, 2022, SAI and the Blade Defendants filed a Joint Stipulation and Order of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering heldDismissal with Prejudice in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)Court, in which, SAI and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions fromBlade Defendants stipulated and agreed that pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii), all of SAI’s claims against the Trust AccountBlade Defendants were dismissed with respect to the Private Placement Warrants.

Note 5—Related Party Transactions

Founder Shares

In May 2019, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000.prejudice. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the initial stockholders would own, on an as-converted basis, 20% of the Company’s issuedBlade Defendants expressly denied any wrongdoing and outstanding shares after the Initial Public Offering (assuming the initial stockholders did not purchaseadmit any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exerciseliability.


Trinity Air Medical, LLC (“Trinity”), a wholly owned subsidiary of the over-allotment option and the forfeiture of the remaining over-allotment option, 312,500 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion ofBlade Urban Air Mobility, Inc., has received a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note—Related Party

On May 24, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expensesfederal grand jury subpoena seeking records related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlierprovision of December 31, 2019 or the completion of the Initial Public Offering. At September 30, 2019, there was $231,366 in outstanding borrowings under the Promissory Note, which was subsequently repaid in October 2019 (see Note 9).

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Note 6—Commitments

Registration Rights

Pursuant to a registration rights agreement entered into on September 12, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connectiontransplant transportation services. Trinity is cooperating with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. As of September 17, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 1,250,000 Units.

The underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

subpoena.

Note 7—Stockholder’s Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2019, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2019, there were 1,312,615 shares of Class A common stock issued and outstanding, excluding 26,187,385 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2019, there were 6,875,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

10 – Warrant Liabilities

EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will becomebecame exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering.June 7, 2021. The Public Warrants will expire five years after the completion of a Business Combinationon May 7, 2026 or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock, issuable upon such warrant exercise, has been registered,registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after On June 10, 2022, the closing of a Business Combination, the Company will useCompany’s post-effective amendment on Form S-3 to its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement foron Form S-1 registering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintainwarrants was declared effective by the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

SEC.

Redemptions of Warrants for Cash—Once the warrants become exercisable, the Company may redeem the Public Warrants:

·in whole and not in part;
·at a price of $0.01 per warrant;
·upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
·if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.

•in whole and not in part;
•at a price of $0.01 per warrant;
•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








•if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants for Shares of Class A Common Stock—Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

·in whole and not in part;
·at a price equal to a number of shares of Class��A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock;
·
•in whole and not in part;
•at a price equal to a number of shares of common stock to be determined, based on the redemption date and the fair market value of the Company’s common stock;
•upon a minimum of 30 days’ prior written notice of redemption;
·if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;
·if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and
·if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.


EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30 2019  

(Unaudited)

days’ prior written notice of redemption;

•if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
•if, and only if, there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.
If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cashnet-cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price (“Newly Issued Price”) of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price and the $18.00 redemption trigger price will be adjusted to 180% of the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 8—11 – Fair Value Measurements

The Company follows the guidance in ASC 820,Fair Value Measurement (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on management's assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:    Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability.
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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis atas of September 30, 2019,2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level  September 30,
2019		 
Assets:        
Marketable securities held in Trust Account  1  $275,168,280 

value.

LevelSeptember 30, 2022December 31, 2021
Warrant liabilities - Public Warrants1$5,867 $20,258 
Warrant liabilities - Private Warrants23,200 11,050 
Fair value of aggregate warrant liabilities$9,067 $31,308 

EXPERIENCE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019  

(Unaudited)

Note 9—Subsequent Events

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within “Warrant liability” on the Company’s unaudited interim condensed consolidated balance sheets. The warrant liabilities are measured at fair value upon assumption and on a recurring basis, with changes in fair value presented within “Change in fair value of warrant liabilities” in the unaudited interim condensed consolidated statements of operations.
The Public Warrants are considered part of level 1 of the fair value hierarchy, as those securities are traded on an active public market. At the Closing Date and thereafter, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company evaluated subsequent events and transactions that occurred afterused the balance sheet date upvalue of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the datePublic Warrants, but not directly traded or quoted on an active market.
Subsequent measurement
The following table presents the changes in fair value of the warrant liabilities:`
Public
Warrants
Private
Placement
Warrants
Total Warrant
Liability
Fair value as of January 1, 2022$20,258 $11,050 $31,308 
Change in fair value of warrant liabilities(14,391)(7,850)(22,241)
Fair value as of September 30, 2022$5,867 $3,200 $9,067 
Note 12 – COVID-19 Risks and Uncertainties
COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders, and business closures. At the onset of the pandemic, we experienced a substantial decline in the demand for our Short Distance passenger services due to travel restrictions that significantly reduced the condensed financial statements were issued.number of commercial airline passengers and office closures that required many people to work from home, lowering commuter demand. However, we continued to see increasing demand for our MediMobility Organ Transport and Jet and Other thanservices throughout the pandemic.
As a result of the decline in Short Distance demand, we paused our New York airport service from March 2020 through June 2021. Additionally, we implemented new measures to focus on the personal safety of our air and ground passengers during the pandemic, which did not materially increase our costs, and significantly reduced the number of Short Distance flights we offered in the typically high-demand summer season during 2020.
We began to see a recovery in Short Distance demand in Summer 2021. However, adverse developments related to the pandemic, such as described below,the emergence of new viral strains that are not responsive to the vaccine, a reduction in business travel in favor of virtual meetings, or a continued lack of demand for air travel from the public, could slow the recovery of our Short Distance products and postpone our ability to launch planned route expansions.
Note 13 – Subsequent Events

In November 2022, the Company did not identify any subsequent events that would have required adjustment or disclosure ingranted an aggregate of 4,627,161 of the condensed financial statements.

In October 2019, the Company repaid the outstanding amount of $231,366Company's restricted stock units to various employees and officers under the Promissory Note.

2021 Omnibus Incentive Plan. These restricted stock units will vest over a four year

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BLADE AIR MOBILITY, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
(amounts in thousands, except share, per share data and exchange rates)








period with the latest vesting on January 1, 2027. The weighted average grant date fair value of these restricted stock units is $4.62 per share.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

References

Item 2. Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

On February 1, 2022, the Board of Directors approved a change of the Company's fiscal year-end from September 30 to December 31. The Company's 2022 fiscal year began on January 1, 2022 and will end on December 31, 2022.
In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs.
Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified using forward-looking terminology, including the terms “believes”, “estimates”, “anticipates, “expects”, “seeks”, “projects”, “intends”, plans,” “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this report (the “Quarterly Report”)and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include: the duration and severity of the COVID-19 pandemic, failure of the markets for our offerings to “we,” “us”grow as expected, or at all; our ability to attract and retain customers and increase existing customer utilization rates; the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology or the “Company” referfailure of such technology to deliver the expected results and cost savings; our ability to successfully enter new markets and launch new offerings; accidents or safety-related events involving small aircraft that create adverse publicity; the effects of competition; effects of pricing pressures; injuries to our reputation and brand; challenges to our ability to provide quality customer support at scale; events that cause decreases in our daily aircraft usage rates and flier utilization rates; shifts in customer preferences, discretionary spending and the ability of our customers to pay for our services; disruption of operations at the heliports and airports where our operations are concentrated; risks associated climate change, including potential increased impacts of severe weather and regulatory activity; the availability of aircraft fuel; technology system failures, defects, errors, or vulnerabilities and cyber-based attacks; our ability to receive favorable placements in mobile application marketplaces and effectively operate our mobile operating systems and applications; our ability to protect our intellectual property rights; risks related to our use of open source software; our ability to maintain and expand our facility and infrastructure network; our ability to obtain additional funding on acceptable terms, or at all; our ability to successfully navigate international expansion; our ability to identify, complete and successfully integrate acquisitions; our ability to manage future growth effectively; our ability or that of our third-party operators to obtain sufficient insurance at reasonable cost, or at all; the loss of key members of our management team; disruptions in the operations of our third-party operators, their failure to perform adequately, or their misuse of Blade-branded aircraft; the loss of our existing relationships with third-party operators or our inability to attract and retain qualified new operators to meet demand; disruptions or interference in our use of third-party web services; changes in our regulatory environment, including aviation law and FAA regulations; regulatory obstacles that may block our ability to offer our services in certain jurisdictions on a profitable basis, or at all; our ability to comply with privacy, data protection, consumer protections and environmental laws and regulations and changes to such laws and their interpretations; our ability to remediate any material weaknesses or maintain effective a system of disclosure controls and internal control over financial reporting; changes in the fair value of our warrants; and other factors beyond our control. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in “Risk Factors” included in the Annual Report on Form 10-K for the year ended September 30, 2021, and in our other filings with the Securities and Exchange Commission (the SEC). Except as required by law, we do not assume any obligation to update any forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

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Merger and Organization
On May 7, 2021 (the “Closing Date”), privately held Blade Urban Air Mobility, Inc., a Delaware corporation formed on December 22, 2014, (“Old Blade”) consummated the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among Experience Investment Corp. References(“EIC”), Experience Merger Sub, Inc., a wholly owned subsidiary of EIC (“Merger Sub”), and Old Blade. The Merger Agreement provided for the acquisition of Old Blade by EIC pursuant to the merger of Merger Sub with and into EIC (the “Merger”), with Old Blade continuing as the surviving entity and a wholly-owned subsidiary of EIC. On the Closing Date, and in connection with the closing of the business combination (the “Closing”), EIC changed its name to Blade Air Mobility, Inc. Unless the context indicates otherwise, the discussion of the Company and its financial condition and results of operations is with respect to Blade following the Closing Date and with respect to Old Blade prior to the Closing Date.
See Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 for additional information.

Acquisitions

On September 15, 2021, the Company completed its acquisition of 100% of Trinity Air Medical, Inc. (“Trinity”) shares. Trinity is an asset-light, multi-modal organ transport business working with transplant centers and organ procurement organizations in 16 states.

On November 30, 2021, the Company through its wholly-owned subsidiaries Blade Urban Air Mobility, Inc. and Blade Urban Air Mobility (Canada) Inc. (“Blade Canada”) entered into an agreement with Helijet International, Inc. ("Helijet"), a British Columbia-based aviation solutions company and with Pacific Heliport Services Ltd. (“PHS”), a wholly-owned subsidiary of Helijet. Pursuant to this agreement, Blade Canada has acquired exclusive rights to offer scheduled helicopter flights operated by Helijet and to utilize passenger terminals at heliports controlled by PHS. The agreement has an initial term of five years and will be automatically renewed for successive two-year periods. This transaction gave Blade access into the Canadian market and it launched Blade Canada in December 2021.

Acquisition of Blade Europe

On September 1, 2022, Blade acquired, through Blade Europe SAS, a wholly-owned French société par actions simplifiée subsidiary (“Blade Europe”), 100% of the share capital and voting rights (the “Shares”) of Héli Tickets France SAS (“Héli Tickets France”), a French société par actions simplifiée, which was then renamed “Blade France SAS” (“Blade France”) and of Helicopter Monaco SARL (“Helicopter Monaco”), a Monegasque société à responsabilité limitée, which was then renamed “Blade Monaco SARL” (“Blade Monaco”). These acquisitions are part of Blade growth strategy of leveraging its asset-light model, technology and recognized brand to aggregate the use cases for urban air mobility. The routes in Southern France, Monaco, Italy and Switzerland, meet the criteria given the geography, short distances and large addressable markets. In addition these markets have connectivity to our “management” orexisting service areas where the Blade brand enjoys recognition, creating the opportunity for cross pollination between our “management team”North American and European customer base.

We hereafter refer to our officersthe three European legal entities (Blade Europe, Blade France and directors, and referencesBlade Monaco) collectively as “Blade Europe”.

Prior to the “Sponsor” refercompletion of the acquisition, the sellers completed a series of reorganization transactions in which all assets and liabilities relating to Experience Sponsor, LLC.the distribution and commercial passenger transportation activities ofHéli Sécurité SAS, a French société par actions simplifiée (“Héli Sécurité”) and Azur Hélicoptère SAS, a French société par action simplifiée (“Azur”) were transferred to Héli Tickets France and all assets and liabilities relating to the distribution and commercial passenger transportation activities of Monacair S.A.M., a Monegasque société anonyme (“Monacair” and collectively with Héli Sécurité and Azur, the “Operators”) were transferred to Helicopter Monaco.

Simultaneously with the acquisition, on September 1, 2022 Blade Europe entered into an Aircraft Operator Agreement (the “Europe AOA”) with the sellers and the Operators. The Europe AOA governs the terms of the operating relationship between the parties thereto, including among other things, the right of Blade to act as exclusive air charter broker and/or reseller of the air transportation services to be operated and provided by the Operators thereto for specific routes at pre-negotiated fixed hourly rates and with a minimum number of annual flight hours guaranteed to the Operators by Blade. The
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agreement’s initial term ends on December 31, 2032 and it will thereafter automatically renew for successive three year periods.

The Company accounted for the lease component of the minimum guarantee included in the Europe AOA as an embedded lease, with a corresponding balance included in the operating right-of-use (“ROU”) asset and lease liability reported in the Company’s unaudited interim condensed consolidated balance sheets (see Note 5).

Blade paid an aggregate cash purchase price for the Shares of Héli Tickets France and Helicopter Monaco of €47.8 million ($48.1 million). Acquisition costs of $2.8 million were expensed as incurred and are included in general and administrative expenses in the unaudited interim condensed consolidated statement of operations for the period ended September 30, 2022.

The results of Blade Europe for the period from the September 1, 2022 (“acquisition date”) to September 30, 2022 are included in the Short Distance line of business.
Business Overview

Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. Today, we predominantly use helicopters and amphibious aircraft for our passenger routes and are also one of the largest air medical transporters of human organs for transplant in the world. Our asset-light model, coupled with our exclusive passenger terminal infrastructure, is designed to facilitate a seamless transition to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility to the public that is both quiet and emission-free. Blade currently operates in three key lines of business:
•Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States, Canada and France between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis
•MediMobility Organ Transport – Consisting of transportation of human organs for transplant.
•Jet and Other –  Consists principally of revenues from non-medical jet charter, by-the-seat jet flights between New York and South Florida, revenue from brand partners for exposure to Blade fliers and certain ground transportation services.
Our Business Model
Blade leverages an asset-light business model: we neither own nor operate aircraft. Pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with the client from booking through flight arrival. For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators.

We typically prenegotiate fixed hourly rates and flight times with our aircraft operators, paying only for flights actually flown, creating a predictable and flexible cost structure. Blade will sometimes provide guaranteed flight commitments to our aircraft operators.

Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights, coordinating multiple operators flying between terminals across our route network. We believe that this technology, which provides us with enhanced logistics capabilities and information from our fliers signaling their interest in new routes, will enable us to continue to scale our business. This technology stack was built with future growth in mind and is designed to allow our platform to be easily scaled to accommodate, among other things, rapid increases in flier volume, new routes, new operators, broader flight schedules, next-generation verticraft and ancillary services (e.g., last/first-mile ground connections, trip cancellation insurance, baggage delivery) through our mobile apps, website and cloud-based tools.

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Our asset-light business model was developed to be scalable and profitable using conventional aircraft today while enabling a seamless transition to EVA, once they are certified for public use. We intend to leverage the lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure (“vertiports”) in our existing and new markets. In the interim, we purchase offsets to contract the carbon emissions generated by our urban air mobility services.
Key Business Metric
We collect, measure, and evaluate operating and financial data of our business to evaluate our performance, measure our progress, and make strategic decisions. The following table reflects the key operating metric we use to evaluate our business:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Seats flown – all passenger flights(1)28,440 13,897 75,175 22,123 
_________
(1) Prior period amounts have been updated to conform to current period presentation. The 2022 figures do not include seats flown by Blade Europe from the acquisition date through September 30, 2022.
We define “Seats flown — all passenger flights” as the total number of seats purchased by paying passengers on all flights, whether sold by-the-seat or within a charter arrangement, and excluding organ transportation flights regardless of whether the organ is accompanied by a medical team. Our long-term consumer-facing strategy is primarily focused on growth in by-the-seat products, and we believe that “Seats flown — all passenger flights” is an important indicator of our progress in executing on this growth strategy. This metric is not always directly correlated with revenue given the significant variability in the price we charge per seat flown across our various products and routes. For products and routes sold by-the-seat, we fly significantly more passengers at a low price per seat; growth in these areas is captured by “Seats flown — all passenger flights,” but has less impact on revenue, which is heavily influenced by our MediMobility Organ Transport and Jet and Other product lines where we typically fly fewer or sometimes no passengers over long distances at a high price. We believe the “Seats flown — all passenger flights” metric is useful to investors in understanding the overall scale of our business and trends in the number of passengers paying to use our service.
Recent Developments — Impact of COVID-19
COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders, and business closures. At the onset of the pandemic, we experienced a substantial decline in the demand for our Short Distance passenger services due to travel restrictions that significantly reduced the number of commercial airline passengers and office closures that required many people to work from home, lowering commuter demand. However, we continued to see increasing demand for our MediMobility Organ Transport and Jet and Other services throughout the pandemic.
As a result of the decline in Short Distance demand, we paused our New York airport service from March 2020 through June 2021. Additionally, we implemented new measures to focus on the personal safety of our air and ground passengers during the pandemic, which did not materially increase our costs, and significantly reduced the number of Short Distance flights we offered in the typically high-demand summer season during 2020.
We began to see a recovery in Short Distance demand in Summer 2021. However, adverse developments related to the pandemic, such as the emergence of new viral strains that are not responsive to the vaccine, a reduction in business travel in favor of virtual meetings, or a continued lack of demand for air travel from the public, could slow the recovery of our Short Distance products and postpone our ability to launch planned route expansions. For example, the emergence of the Omicron variant resulted in a negative impact to our Short Distances services during the quarter ending March 31, 2022, while our MediMobility Organ Transport and Jet and Other businesses remained unaffected. This impact of the Omnicron variant on Short Distance services began to dissipate in the quarter ending June 30, 2022. In the quarter ending September 30, 2022 our U.S. Short Distance revenue surpassed pre-pandemic revenue levels, however, Canadian Short Distance revenue still lags pre-pandemic levels, driven primarily by lower business travel activity in our core Vancouver market.
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Factors Affecting our Performance
Ability to attract and retain fliers in our Short Distance business
Our success depends in part on our ability to cost-effectively attract new fliers, retain existing fliers and increase utilization of our services by current fliers. We plan to continue making significant investments and implementing strategic initiatives in order to attract new fliers, such as flier acquisition campaigns and the launching of new scheduled routes. These investments and initiatives may not be effective in generating sales growth or profits. Moreover, if fliers do not perceive our urban air mobility services to be reliable, safe, and cost-effective, or if we fail to offer new and relevant services and features on our platform, we may not be able to attract or retain fliers or increase their utilization of our platform.
Ability to attract and retain customers in our MediMobility Organ Transport and Jet and Other businesses

Our MediMobility Organ Transport business primarily serves transplant centers and Organ Procurement Organizations (OPOs and, together, MediMobility Customers). Transportation for the hearts, lungs and livers that make up the vast majority of this business line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type, be it jet, turboprop or helicopter, is the primary metric by which MediMobility Customers evaluate our performance. We utilize the same fixed wing aircraft and aircraft operators for our retail jet charter customers, who are also primarily concerned with availability and pricing, but typically book with much more advance notice.

Historically, the combination of Blade's retail jet charter and MediMobility Organ Transport demand, has been enough to incentivize operators to provide dedicated jet aircraft and crews for our MediMobility Organ Transport and Jet and Other product lines. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given recent significant increases in demand for private jet aircraft in the United States. Recent increased demand for private jets has led to increased charter costs and more limited availability in the spot jet charter market, but has not limited Blade's ability to maintain or increase our access to dedicated jet aircraft at fixed prices.
Impact of inflation to our business

Blade generally pays a fixed hourly rate to its third-party operators, based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, with the exception of certain aircraft utilized primarily for organ transportation, which can be on two to three year contracts. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. Blade has historically passed through cost inflation to customers and most contracts with organ transportation clients automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Expansion into New Geographic Markets

Our consumer-facing growth plan is focused on dense urban areas, primarily those with existing air transportation infrastructure that are facing increasing ground congestion. In these areas, Blade’s urban air mobility services can provide the most time savings for our fliers, and given the short distances involved, costs for our services can be comparable to luxury, private car services. In addition, EVA may be commercially viable sooner in these markets given that battery technology constraints may limit the range of early models. Large urban markets with existing heliport infrastructure should be able to accommodate EVA while other cities may need several years to permit and build such infrastructure. The number of potential fliers using our urban air mobility services in any market cannot be predicted with any degree of certainty, and we cannot provide assurance that we will be able to operate in a profitable manner in any of our current or targeted future markets.
Growth of our business will require significant investments in our infrastructure, technology, and marketing and sales efforts. Historically, cash flow from operations has not been sufficient to support these needs. If our business does not generate the level of available cash flow required to support these investments, our results of operations will be negatively affected. Further, our ability to effectively manage growth and expansion of our operations will also require us to enhance our operational systems, internal controls and infrastructure, human resources policies, and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.
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Development, approval and acceptance of EVA for passenger travel
We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertiports in our existing and new markets. However, manufacturers, individual operators that will purchase EVA, and pilots must receive requisite approvals from federal transportation authorities before EVA can fly passengers. No EVA aircraft are currently certified by the FAA for commercial operations in the United States, and there is no assurance that research and development will result in government certified aircraft that are market-viable or commercially successful in a timely manner, or at all.
We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. We believe our existing short distance routes are compatible with EVA, which are initially expected to have a limited range, and our existing terminal space will accommodate EVA. Blade’s unit economics are designed to be profitable using either conventional helicopters or EVA, even if early EVA do not deliver significant cost savings relative to helicopters. Moreover, Blade’s asset-light business model and technology platform are operator and aircraft agnostic, enabling a seamless transition to EVA.
Seasonality

Historically, we experienced significant seasonality in our Short Distance businesses with flight volume peaking during the quarters ended June 30 (Q2) and September 30 (Q3) of each fiscal year due to the busy summer travel season, with lower volume during the quarters ended March 31 (Q1) and December 31 (Q4). In calendar year 2020, we experienced less seasonality as a result of the COVID-19 pandemic and related restrictions, which altered typical travel patterns. In 2021, we saw a recovery in demand for summer travel, resulting in a return to more typical seasonality. Thus far in 2022, we have seen a continued recovery in demand trends more in line with typical seasonality, however we did experience a minimal impact from the COVID-19 Omicron variant during the first quarter. Blade’s Short Distance expansion strategy is focused on routes with significantly less seasonality, such as intercity transfers, airport, and year-round commuter routes.

Historically, MediMobility Organ Transport demand has not been seasonal.

Jet and Other revenue have historically been stronger in the first and fourth quarter (ended on March 31 and December 31, respectively) given that the Company’s by-the-seat jet service has operated only between November and April.

Key Components of the Company’s Results of Operations
Revenue
For Short Distance revenue, seats or monthly or annual flight passes are typically purchased using the Blade App and paid for principally via credit card transactions, wire, check, customer credit, and gift cards, with payments principally collected by the Company in advance of the performance of related services. The revenue is recognized as the service is completed.

MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized as the service is completed.

Jet products are typically purchased through our Flier Relations associates and our app and are paid for principally via checks, wires and credit card. Jet payments are typically collected at the time of booking before the performance of the related service. The revenue is recognized as the service is completed.
Cost of Revenue
Cost of revenue consists of flight costs paid to operators of aircraft and cars, landing fees and internal costs incurred in generating ground transportation revenue using the Company's owned cars.
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Software Development
Software development expenses consist primarily of staff costs and stock-based compensation costs. Software development costs are expensed as incurred.
General and Administrative
General and administrative expenses principally include personnel costs, stock-based compensation, facility fees, credit card processing fees, and professional fees. We expect that general and administrative expenses will increase for the foreseeable future as we expand our service offerings to additional cities and increase flight volumes on existing routes.
Selling and Marketing
Selling and marketing expenses consist primarily of advertising costs, staff salaries and stock-based compensation, marketing expenses, and promotion costs. We expect that selling and marketing expenses will increase for the foreseeable future as they represent a key component of our initiatives to expand into new markets. The trend and timing of our brand marketing expenses will depend in part on the timing of our expansion into new markets and other marketing campaigns.
Results of Operations
The following table presents our unaudited interim condensed consolidated statements of operations for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)
Revenue$45,722 $20,316 $107,985 $42,540 
Operating expenses
Cost of revenue(1)36,456 15,855 90,685 33,628 
Software development(1)2,026 844 3,923 1,456 
General and administrative(1)15,812 12,115 41,934 26,748 
Selling and marketing(1)1,856 1,231 5,294 2,433 
Total operating expenses56,150 30,045 141,836 64,265 
Loss from operations(10,428)(9,729)(33,851)(21,725)
Other non-operating income (expense)
Change in fair value of warrant liabilities425 (3,418)22,241 (18,331)
Realized loss from sale of short-term investments(359)— (2,071)— 
Recapitalization costs attributable to warrant liabilities— 11 — (1,731)
Interest income, net1,173 309 1,892 453 
Total other non-operating income (expense)1,239 (3,098)22,062 (19,609)
Loss before income taxes(9,189)(12,827)(11,789)(41,334)
Income tax expense (benefit)56 (3,643)56 (3,643)
Net loss$(9,245)$(9,184)$(11,845)$(37,691)
__________
(1) Prior period amounts have been updated to conform to current period presentation.
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Comparison of the Three Months Ended September 30, 2022 and 2021

Revenue
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Revenue$45,722 $20,316 125 %

Disaggregated revenue by product line was as follows:
Three Months Ended September 30,
20222021
(in thousands)
Product Line(1):
Short Distance$20,402 $13,403 
MediMobility Organ Transport20,219 2,245 
Jet and Other5,101 4,668 
Total Revenue$45,722 $20,316 
(1) Prior period amounts have been updated to conform to current period presentation.

For the three months ended September 30, 2022 and 2021, revenue increased by $25.4 million or 125%, from $20.3 million in 2021 to $45.7 million in 2022.
Short Distance revenue increased by $7.0 million in 2022, an increase of 52%, from $13.4 million in 2021 to $20.4 million in 2022. Growth in Short Distance was driven by price increases implemented in the United States during 2022, the acquisition of Blade Europe (which contributed one month of activity), the launch of Blade Canada in December 2021, and volume growth in our by-the-seat airport transfer products.
MediMobility Organ Transport revenue increased by $18.0 million in 2022, an increase of 801% from $2.2 million in 2021 to $20.2 million in 2022. Growth in MediMobility Organ Transport was driven by the acquisition of Trinity completed in mid-September 2021, the addition of new hospital clients and growth within existing clients, both in terms of trip volume and average price per trip as hospitals accepted more organs for transplant involving longer travel distances.

Jet and Other revenue increased by $0.4 million in 2022, an increase of 9%, from $4.7 million in 2021 to $5.1 million. Growth was driven by an increase in the average price per jet charter trip, partially offset by lower revenues from brand partners.
Cost of Revenue
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Cost of revenue(1)$36,456 $15,855 130 %
Percentage of revenue80 %78 %
__________
(1) Prior period amounts have been updated to conform to current period presentation.

For the three months ended September 30, 2022 and 2021, cost of revenue increased by $20.6 million, or 130%, from $15.9 million during 2021 to $36.5 million in 2022 driven by increased flight volume and an increase in the average price per trip.

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Cost of revenue as a percentage of revenues increased by 2 percentage points from 78% to 80%, attributable primarily to (i) a shift in revenue mix towards MediMobility Organ Transport, which has higher cost of revenue as a percentage of revenue compared with our Short Distance products; (ii) increased volumes in our by-the-seat airport transfer products, which continued to operate below breakeven during the ramp period; and (iii) the Blade Canada business that launched in late December 2021, which operated at breakeven during the three months ended September 30, 2022, as business travel demand remained below pre-pandemic levels.
Software Development
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Software development(1)$2,026 844 140 %
Percentage of revenue4 %4 %
__________
(1) Prior period amounts have been updated to conform to current period presentation.

For the three months ended September 30, 2022 and 2021, software development costs increased $1.2 million, or 140%, from $0.8 million during 2021 to $2.0 million in 2022, attributable primarily to: (i) a $0.7 million increase in staff costs and consulting costs related to improvements to our software following our expansion to Europe and Canada; and (ii) $0.6 million professional fees in connection with a user experience re-design project, partially offset by a decrease of $0.1 million in stock based compensation.
General and Administrative
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
General and administrative(1)$15,812 $12,115 31 %
Percentage of revenue35 %60 %
__________
(1) Prior period amounts have been updated to conform to current period presentation.
For the three months ended September 30, 2022 and 2021, general and administrative expense increased by $3.7 million, or 31%, from $12.1 million during 2021 to $15.8 million in 2022.

The primary drivers of the net increase were: (i) a $3.3 million increase in staff costs attributable to new hires in order to support our significant growth, both organically and through our acquisitions of Trinity (September 2021) and Blade Europe (September 2022); (ii) a $1.6 million increase due to accruals related to our short term incentive plan for the year 2022, to be paid in 2023, which includes $1.1 million related to the first two quarters of this calendar year; and (iii) a $1.2 million increase in intangibles amortization costs as a result of the accounting for the acquisitions of Trinity, Blade Canada, and Blade Europe; (vi) partially offset by a $2.0 million decrease in stock-based compensation costs.
Selling and Marketing
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Selling and marketing(1)$1,856 $1,231 51 %
Percentage of revenue4 %6 %
For the three months ended September 30, 2022 and 2021, selling and marketing expense increased by $0.6 million, or 51%, from $1.2 million during 2021 to $1.9 million in 2022. The increase is attributable primarily to higher marketing spend associated with an increase in Short Distance flights in 2022 versus 2021.
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Other non-operating income (expense)
Three Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Change in fair value of warrant liabilities$425 $(3,418)(112)%
Realized loss from sale of short-term investments(359)— NM(1)
Recapitalization costs attributable to warrant liabilities— 11 NM(1)
Interest income, net1,173 309 280%
Total other non-operating income (expense)$1,239 $(3,098)(140)%
__________
(1) Percentage not meaningful
For the three months ended September 30, 2022, other non-operating income consisted of: (i) $0.4 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; (ii) $0.4 million realized loss from the sale of short-term investments during the quarter; and (iii) $1.2 million interest income, net of interest expense. We earn interest income on our money market and short-term investments, the increase over the prior year period is attributable to higher interest rates in the current year period.
Comparison of the Nine Months Ended September 30, 2022 and 2021

Revenue
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Revenue$107,985 $42,540 154 %

Disaggregated revenue by product line was as follows:
Nine Months Ended September 30,
20222021
(in thousands)
Product Line(1):
Short Distance$35,568 $20,252 
MediMobility Organ Transport50,143 5,130 
Jet and Other22,274 17,158 
Total Revenue$107,985 $42,540 
(1) Prior period amounts have been updated to conform to current period presentation.

For the nine months ended September 30, 2022 and 2021, revenue increased by $65.5 million or 154%, from $42.5 million in 2021 to $108.0 million in 2022.
Short Distance revenue increased by $15.3 million or 76% from $20.3 million in 2021 to $35.6 million in 2022. Growth in Short Distance was driven by: the launch of Blade Canada in December 2021; growth in US short distance revenue due to higher demand and higher utilization along with price increases implemented in the 2022 period; the reintroduction of our by-the-seat airport transfer products in June 2021; and the acquisition of Blade Europe in September 2022.
MediMobility Organ Transport revenue increased by $45.0 million or 877% from $5.1 million in 2021 to $50.1 million in 2022. Growth in MediMobility Organ Transport was driven by the acquisition of Trinity completed in mid-September 2021, the addition of new hospital clients and growth within existing clients.

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Jet and Other revenue increased by $5.1 million, an increase of 30% from $17.2 million in 2021 to $22.3 million in 2022 . Growth in Jet was driven by an increase in the average price per jet charter trip and increased flight volumes on our seasonal by-the-seat jet services between New York and South Florida, partially offset by lower revenues from brand partners and ground transportation services.
Cost of Revenue
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Cost of revenue(1)$90,685 $33,628 170 %
Percentage of revenue84 %79 %
__________
(1) Prior period amounts have been updated to conform to current period presentation.

For the nine months ended September 30, 2022 and 2021, cost of revenue increased by $57.1 million or 170%, from $33.6 million during 2021 to $90.7 million in 2022 driven by increased flight volume and an increase in the average price per trip.

Cost of revenue as a percentage of revenues increased by 5 percentage points from 79% to 84%, attributable primarily to (i) a shift in revenue mix towards MediMobility Organ Transport, which has higher cost of revenue as a percentage of revenue compared with our Short Distance products; (ii) the impact of the Omicron variant on demand for travel in Vancouver, Canada, where significant public health restrictions were in effect during the period.; and (iii) the reintroduction of our by-the-seat airport transfer service in June 2021, which is currently operating below breakeven during the ramp period, as expected.
Software Development
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Software development(1)$3,923 1,456 169 %
Percentage of revenue4 %3 %
For the nine months ended September 30, 2022 and 2021, software development costs increased $2.5 million, or 169%, from $1.5 million during 2021 to $3.9 million in 2022, attributable primarily to: (i) a $1.7 million increase in staff costs and consulting costs related to improvements to our software following our expansion to Europe and Canada; (ii) $0.6 million professional fees in connection with a user experience re-design project; and (iii) an increase of $0.2 million in stock based compensation.
General and Administrative
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
General and administrative(1)$41,934 $26,748 57 %
Percentage of revenue39 %63 %
__________
(1) Prior period amounts have been updated to conform to current period presentation.
For the nine months ended September 30, 2022 and 2021, general and administrative expense increased by $15.2 million, or 57%, from $26.7 million in 2021 to $41.9 million in 2022.

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The primary drivers of the increase were: (i) a $8.2 million increase in staff costs attributable to new hires in order to support our significant growth, both organically and through our acquisition of Trinity (September 2021) and Blade Europe (September 2022) as well as the requirement for additional roles following the Company becoming public in May 2021; (ii) a $3.1 million increase in intangibles amortization costs as a result of the accounting for the acquisitions of Trinity, Blade Canada and Blade Europe; (iii) a $4.3 million increase in legal and regulatory advocacy fees and M&A transaction fees, which we do not expect to reoccur at this level. The legal and regulatory advocacy fees were in connection with the proposed flight volume restrictions at East Hampton Airport, potential operational restrictions on large jet aircraft at Westchester Airport and our recent settlement of the Shoreline matter; (iv) a $1.6 million increase due to the accruals related to our short term incentive plan for the year 2022 to be paid in 2023 (v) a $5.3 million increase across various general and administrative items (e.g., $1.1 million in travel and offices expenses to support our growth, $0.7 million D&O insurance costs, $0.7 million in state franchise taxes); (vi) partially offset by a $4.4 million decrease in costs related to the initial public listing and $2.9 million decrease in stock-based compensation costs.
Selling and Marketing
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Selling and marketing(1)$5,294 $2,433 118 %
Percentage of revenue5 %6 %
For the nine months ended September 30, 2022 and 2021, selling and marketing expense increased by $2.9 million, or 118%, from $2.4 million in 2021 to $5.3 million in 2022. The increase is attributable primarily to a $2.1 million higher marketing spend associated with an increase in Short Distance flights in 2022 versus 2021 as well as increased media spend in connection with the re-launched Blade Airport transfer service and a $0.3 million increase in staff costs due to hiring.
Other non-operating income (expense)
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Change in fair value of warrant liabilities$22,241 $(18,331)(221)%
Realized loss from sale of short-term investments(2,071)— NM(1)
Recapitalization costs attributable to warrant liabilities— (1,731)NM(1)
Interest income, net1,892 453 318%
Total other non-operating income (expense)$22,062 $(19,609)(213)%
__________
(1) Percentage not meaningful
For the nine months ended September 30, 2022, other non-operating income consists of: (i) $22.2 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; (ii) a $2.1 million realized loss from sale of short-term investments; and (iii) $1.9 million interest income, net of interest expense. We earn interest income on our money market and short-term investments, the increase over the prior year period is attributable to higher interest rates in the current year period.
Quarterly Disaggregated Revenue
The following table sets forth our unaudited quarterly disaggregated revenue by product line for each of the eight quarters leading up to the period ended September 30, 2022. These unaudited quarterly disaggregated revenue by product line have been prepared on the same basis as our unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Three Months Ended
September 30,
2022		June 30,
2022		March 31,
2022		December 31,
2021
(in thousands)
Product Line:(1)
Short Distance$20,402 $10,963 $4,203 $6,255 
MediMobility Organ Transport20,219 17,249 12,675 9,822 
Jet and Other5,101 7,421 9,752 8,541 
Total Revenue$45,722 $35,633 $26,630 $24,618 

Three Months Ended
September 30,
2021		June 30,
2021		March 31, 2021December 31,
2020
(in thousands)
Product Line:(1)
Short Distance$13,403 $5,798 $1,051 $2,210 
MediMobility Organ Transport2,245 1,550 1,335 1,271 
Jet and Other4,668 5,603 6,887 4,505 
Total Revenue$20,316 $12,951 $9,273 $7,986 
__________
(1) Prior period amounts have been updated to conform to current period presentation.
Liquidity and Capital Resources
Sources of Liquidity
Since inception and until May 2021, Old Blade financed its operations primarily from sales of convertible preferred stock. On May 7, 2021 the Company raised $333.3 million in net proceeds upon the consummation of the merger with EIC and the sale of common stock through a private investment in public equity (“PIPE”) financing. As of September 30, 2022 and December 31, 2021, we had cash and cash equivalents of $51.8 million and $2.6 million, respectively, and restricted cash of $1.1 million and $0.6 million, respectively. In addition, as of September 30, 2022 we had $150.4 million of short-term investments consisting of a traded mutual fund which could be liquidated with a one day notice and held-to-maturity government securities with maturity terms of less than 365 days. We anticipate that our available cash and cash equivalents and short-term investments will be sufficient to meet our current operational needs for at least the next 12 months from the date of filing this Quarterly Report. Our long-term liquidity will depend on many factors including the pace of our expansion into new markets, our ability to attract and retain customers for our existing products, capital expenditures and acquisitions.
Liquidity Requirements
As of September 30, 2022, we had net working capital of $1.8 million. We had a net loss of $11.8 million and $37.7 million for the nine months ended September 30, 2022 and 2021, respectively.

In the course of our business, we have certain contractual relationships with third-party aircraft operators pursuant to which we may be contingently required to make payments in the future. As of September 30, 2022, we had commitments with various aircraft operators to purchase flights with an aggregate value of $1.8 million and $11.4 million for the years ending December 31, 2022 and 2023, respectively. $4.2 million of which may be cancelled by us immediately if a government authority enacts travel restrictions and $3.9 million of which could be terminated by Blade for convenience upon 30 or 60 days’ notice with the annual minimum guarantee being pro-rated as of the termination date. See “—Capacity Purchase Agreements” within Note 9 to the unaudited interim condensed consolidated financial statements for additional information and for information about future periods.
We expect to incur net losses in the short term, as we continue to execute our strategic initiatives. Based on our current liquidity, we believe that no additional capital will be needed to execute our current business plan over the next 12 months.
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Our long-term liquidity will depend on many factors including the pace of our expansion into new markets, our ability to attract and retain customers for our existing products, capital expenditures and acquisitions.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Nine Months Ended September 30,
20222021% Change
(in thousands, except percentages)
Net cash used in operating activities$(28,026)$(15,614)79 %
Net cash provided by / (used in) investing activities78,878 (320,801)(125)%
Net cash (used in) / provided by financing activities(1,084)333,660 (100)%
Operating Activities
For the nine months ended September 30, 2022, net cash used in operating activities was $28.0 million, primarily driven by a net loss of $11.8 million, $5.3 million cash used for working capital requirements and adjusted for non-cash items consisting of income from change in fair value of warrant liabilities of $22.2 million, stock-based compensation expense of $5.6 million, depreciation and amortization of $3.7 million, realized loss of $2.1 million from the sale of short-term investments and $0.3 million accretion of interest income on held-to-maturity securities. The $5.3 million cash used for working capital requirements was primarily driven by an increase in accounts receivable of $4.5 million due to rapid growth in MediMobility Organ Transport, an increase in prepaid expenses and other current assets of $3.8 million driven by prepayments to operators in connection with new capacity purchase agreements, an increase in deferred revenue of $0.4 million driven by client prepayments and an increase in other non-current assets of $1.1 million driven by an office lease deposit. Those increases were partially offset by an increase in accounts payable and accrued expenses of $4.3 million in line with the increase in our activity and a $0.2 million increase in lease liabilities.
For the nine months ended September 30, 2021, net cash used in operating activities was $15.6 million, primarily driven by a net loss of $37.7 million, $3.1 million cash used for working capital requirements and adjusted for non-cash items consisting of loss from change in fair value of warrant liabilities of $18.3 million, stock-based compensation expense of $8.3 million, $3.6 million deferred tax benefit, $1.7 million recapitalization costs attributable to warrant liabilities and depreciation and amortization of $0.5 million. The $3.1 million cash used for working capital requirements was primarily driven by a $3.9 million increase in prepaid expenses and other current assets driven by prepayment of full year D&O insurance premiums, partially offset by a $0.6 million increase in accounts payable and accrued expenses and a $0.2 million increase in deferred revenue driven by client prepayments.
Investing Activities
For the nine months ended September 30, 2022, net cash provided by investing activities was $78.9 million, driven by $248.4 million of proceeds from the sale of other short-term investments, partially offset by $120.5 million in purchases of held-to-maturity securities, $48.1 million in consideration paid for the acquisition of Blade Europe, $0.7 million in purchases of property and equipment and $0.2 million additional investment in our joint venture in India.
For the nine months ended September 30, 2021, net cash used in investing activities was $320.8 million, driven by a $308.8 million purchase of other short-term investments, $23.1 million in consideration paid for Trinity, and $0.3 million in purchases of property and equipment, partially offset by $11.3 million of proceeds from the sale of other short-term investments.
Financing Activities
For the nine months ended September 30, 2022, net cash used in financing activities was $1.1 million, primarily reflecting payroll tax payments made on behalf of employees in exchange for shares withheld by the Company from their equity awards upon vesting (“net share settlement”).
For the nine months ended September 30, 2021, net cash provided by financing activities was $333.7 million, primarily reflecting cash received of $215.1 million from the Merger with EIC, cash received of $119.6 million from the issuance of common stock under our PIPE financing, partially offset by the $1.2 million repayment of the PPP Loan.
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Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction withis based on the Company’s consolidated financial statements, and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on May 24, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:

may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;


our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2019 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2019, we had net income of $99,139, which consists of interest income on marketable securities held in the Trust Account of $168,280, offset by operating and formation costs of $43,053, and a provision for income taxes of $26,088.

For the period from May 24, 2019 (inception) through September 30, 2019, we had net income of $98,139, which consists of interest income on marketable securities held in the Trust Account of $168,280, offset by operating and formation costs of $44,053, and a provision for income taxes of $26,088.

Liquidity and Capital Resources

On September 17, 2019, we consummated the Initial Public Offering of 27,500,000 Units, which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $275,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,000,000 Private Placement Warrants, at $1.50 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $7,500,000.

As of September 30, 2019, we had marketable securities held in the Trust Account of $275,168,280 (including approximately $168,000 of interest income) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2019, we did not withdraw any interest earned on the Trust Account.

For the period from May 24, 2019 (inception) through September 30, 2019, cash used in operating activities was $1,297. Net income of $98,139 was offset by interest earned on marketable securities held in the Trust Account of $168,280. Changes in operating assets and liabilities provided $68,844 of cash from operating activities.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less amounts released to us for taxes payable and deferred underwriting commissions) to complete a Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business.

As of September 30, 2019, we had cash of $1,819,189 held outside the Trust Account. We intend to use the funds held outside the Trust Account to pay for our remaining offering costs and to identify and evaluate target business, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.


In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds from time to time or at any time, as may be required. If we complete a Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2019. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

Critical Accounting Policies

The preparation of financial statements and related disclosuresprepared in conformityaccordance with generally accepted accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of these financial statements requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and incomethe reported amounts of revenue and expenses during the periods reported.reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results could materiallymay differ from those estimates. We have identifiedthese estimates under different assumptions or conditions.


For information on the following criticalCompany’s significant accounting policies:

Common stock subjectpolicies and estimates refer to possible redemption

We accountNote 2 to the Company’s consolidated financial statements in our Annual Report on Form 10-K for our common stock subjectthe year ended September 30, 2021 and to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control“Use of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equityEstimates” section of our condensed balance sheets.

Net loss per common share

We apply the two-class method in calculating earnings per share. SharesNote 1 “Description of common stock subject to possible redemption which are not currently redeemableBusiness and are not redeemable at fair value, have been excluded from the calculationSummary of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participateSignificant Accounting Policies” in the earnings of the Trust Account and not our income or losses.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on ourunaudited interim condensed consolidated financial statements.


Item 3.Quantitative and Qualitative Disclosures About Market Risk

Following

Item 3. Quantitative and qualitative disclosures about market risk
We are exposed to market risks in the consummationordinary course of business. These risks primarily include interest rate risk and foreign currency risk. Blade has not, to date, been exposed to material market risks.

Our earnings and cash flows are affected by changes in the interest rates due to the impact those changes have on our interest income from short-term, interest-bearing investments.

We are exposed to foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar (predominantly the Canadian dollar and the Euro). Accordingly, changes in exchange rates may negatively affect our future revenue and other operating results as expressed in U.S. dollars. We might experience fluctuations in our net income (loss) as a result of transaction gains or (losses) related to remeasurement of our Initial Public Offering, we investedasset and liability balances that are denominated in currencies other than the funds held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term naturefunctional currency of the money market fund’s investments, we do not believe that there will be an associated material exposure to interest rate risk.

entities in which they are recorded.

Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under


As of the supervision and withend of the participation of our management, includingperiod covered by this report, our principal executive officer and principal financial and accounting officer we conducted an evaluation ofevaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2019, as such term is(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act. Act of 1934, as amended (the “Exchange Act”)). Our evaluation of internal controls over financial reporting did not include the internal controls of Blade Europe, which was acquired on September 1, 2022 and is included in our consolidated financial statements and constituted approximately 0.5% of total assets as of September 30, 2022 and 2% of sales and net loss, respectively, for the period then ended. The Company is currently in the process of integrating Blade Europeinto its internal control over financial reporting process pursuant to the Sarbanes-Oxley Act of 2002. The Company is evaluating changes to processes, information technology systems and other components of internal controls over financial reporting as part of its ongoing integration activities, and as a result, controls may be periodically changed. The Company believes, however, that it will be able to maintain sufficient controls over its financial reporting throughout this integration process.

Based on thistheir evaluation of our disclosure controls and procedures, with the exclusion of Blade Europe, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designednot effective as of September 30, 2022, to ensure that information required to be disclosed by usthe Company in ourthe reports that we file or submit under the Exchange Act reports is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is(b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow for timely decisions regarding required disclosure.


We determined that our internal control over financial reporting had the following material weakness - the Company has not developed a formal framework that enables management to assess the effectiveness of internal controls over financial reporting, specifically lacking evidential matter to support:

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•Management’s evaluation of whether the internal controls are designed to prevent or detect material misstatements or omissions;
•Management’s conclusion that controls tests were appropriately planned and performed to adequately assess the operating effectiveness of the controls; and
•That the results of the control tests were appropriately considered.

Management has concluded that these deficiencies may impact the Company’s financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis and represent a material weakness in the Company’s internal control over financial reporting.

Because disclosure controls and procedures include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, management also determined that its disclosure controls and procedures were not effective as a result of the above-mentioned material weakness in its internal control over financial reporting.

Notwithstanding the material weakness, management has concluded that the unaudited interim condensed consolidated financial statements included in this quarterly report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with GAAP.

Management’s Plans for Remediation

The Company is remediating this material weakness as efficiently and effectively as possible, with the hiring of a Director of Internal Controls to assist in the overall evaluation and documentation of the design and operating effectiveness of our internal controls over financial reporting.

These plans are subject to ongoing review by senior management with Audit Committee oversight. As we continue to evaluate and work to improve our internal control over financial reporting, management may implement additional measures to address the material weakness or modify the remediation plan described above and will continue to review and make necessary changes to the overall design of our internal controls over financial reporting. The Company expects to complete the required remedial action during 2022.

Changes in Internal Control Overover Financial Reporting

During


Other than the fiscal quarter covered by this Current Report on Form 10-Q,specific remediation steps discussed above, there has beenwere no changeother changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

reporting in the fiscal quarter ending September 30, 2022.


Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


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PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

None.

Item 1. Legal Proceedings
In the opinion of management, other than as described below, we are not involved in any claims, legal actions, or regulatory proceedings as of September 30, 2022, the ultimate disposition of which would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
On April 1, 2021, Shoreline Aviation, Inc. (SAI) filed an Amended Complaint in the United States District Court for the Eastern District of New York naming Cynthia L. Herbst, Sound Aircraft Flight Enterprises, Inc. (SAFE), Ryan A. Pilla, Blade Urban Air Mobility, Inc.(Blade), Robert Wiesenthal and Melissa Tomkiel as defendants. The case is captioned Shoreline Aviation, Inc. v. Sound Aircraft Flight Enterprises, Inc. et al., No. 2:20-cv-02161-JMA-SIL (E.D.N.Y.). The complaint alleged, among other things, claims of misappropriation, violation of the Defend Trade Secrets Act, unfair competition, tortious interference with business relations, constructive trust, tortious interference with contract, and aiding and abetting breach of fiduciary duty against Blade, Robert Wiesenthal and Melissa Tomkiel (together the “Blade Defendants”). On March 16, 2022, SAI and the Blade Defendants filed a Joint Stipulation and Order of Dismissal with Prejudice in the Court, in which, SAI and the Blade Defendants stipulated and agreed that pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii), all of SAI’s claims against the Blade Defendants were dismissed with prejudice. The Blade Defendants expressly denied any wrongdoing and did not admit any liability.

Trinity Air Medical, LLC (“Trinity”), a wholly owned subsidiary of Blade Urban Air Mobility, Inc., has received a federal grand jury subpoena seeking records related to the provision of transplant transportation services. Trinity is cooperating with the subpoena.

Item 1A.
Item 1A. Risk Factors.

Factors that

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2021. These risks could materially affect our business, results of operations or financial condition, cause the trading price of our common stock to decline materially or cause our actual results to differ materially from those expected or those expressed in any forward-looking statements made by, or on behalf of, the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” and the risks of our businesses described elsewhere in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on September 13, 2019. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus dated September 13, 2019 filed with the SEC.

Form 10-Q.
Item 2.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 17, 2019, we consummated the Initial Public Offering of 27,500,000 Units, which includes a partial exercise by the underwriterEquity Securities and Use of the over-allotment option to purchase an additional 2,500,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $275,000,000. Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as book-running managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-233430). The SEC declared the registration statement effective on September 12, 2019.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 5,000,000 warrants, each exercisable to purchase one share of the Company’s Class A common stock for $11.50 per share (“Private Placement Warrants”), to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,500,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Proceeds

Not applicable.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $275,000,000 was placed in a Trust Account. We paid a total of $5,500,000 in underwriting discounts and commissions and $488,880 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $9,625,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3.Defaults Upon Senior Securities.

None

Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4.Mine Safety Disclosures.

Item 4. Mine Safety Disclosures
Not Applicable.

applicable.
Item 5. Other information
Executive Compensation

On November 8, 2022 and November 9, 2022, the Compensation Committee granted our named executive officers certain restricted stock units (“RSUs”) under the Company’s 2021 Omnibus Incentive Plan (the “Plan”) as described below.

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Item 5.Other Information.
Name and Principal PositionRSUs (#)
Robert S. Wiesenthal2,365,028 
Chief Executive Officer
Melissa M. Tomkiel931,791 
President and General Counsel
William A. Heyburn916,323 
Chief Financial Officer and Head of Corporate Development

None.


Upon vesting, each RSU represents the right to receive one share of the Company’s common stock. Subject to the terms and conditions of the Plan and the applicable award agreement, the RSUs will vest according to the following schedule: 6.25% (rounded down to the nearest whole number) on the first day of every calendar quarter following January 1, 2023 (with the first tranche to vest on April 1, 2023), with any remaining unvested RSUs to vest on January 1, 2027, in each case subject to such award recipient remaining continuously employed in good standing by the Company through the applicable vesting date.

Item 6. Exhibits
Item 6.Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.Description of Exhibits
1.1Exhibit No.Description
2.1(1)
3.1(2)
4.1
3.2(3)
10.131.1*Letter Agreement, dated September 12, 2019, by and among the Company, its officers, directors and the Sponsor.
10.2Investment Management Trust Agreement, dated September 12, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee.
10.3Registration Rights Agreement, dated September 12, 2019, by and among the Company and the certain security holders.
10.4Private Placement Warrants Purchase Agreement, dated September 12, 2019, by and between the Company and the Sponsor.
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002
101.INS**XBRL Instance DocumentInteractive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”)
101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH**XBRL Taxonomy Extension Schema Document
101.DEF**XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished.

*Filed herewith

(1)Incorporated by reference to Exhibit 2.1 of our Form 8-K (file number 001-39046) filed on May 19,

2022.

(2)Incorporated by reference to Exhibit 3.1 of our Form 8-K (file number 001-39046) filed on May 13, 2021.

(3)Incorporated by reference to Exhibit 3.2 of our Form 8-K (file number 001-39046) filed on May 13, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXPERIENCE INVESTMENT CORP.
BLADE AIR MOBILITY, INC.
Date: November 13, 201910, 2022By:/s/ Eric AffeldtRobert S. Wiesenthal
Name:Eric AffeldtRobert S. Wiesenthal
Title:Chief Executive Officer

(Principal Executive Officer)
Date: November 13, 201910, 2022By:/s/ Charlie MartinWilliam A. Heyburn
Name:Charlie MartinWilliam A. Heyburn
Title:Chief Financial Officer

(Principal Financial andOfficer)
Date: November 10, 2022By:/s/ Amir M. Cohen
Name:Amir M. Cohen
Title:Chief Accounting Officer
(Principal Accounting Officer)


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