499E

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended: March 31, ~~2023~~2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-39046

BLADE AIR MOBILITY, INC.

(Exact name of registrant as specified in its charter)


Delaware						84-1890381
(State or other jurisdiction of incorporation or organization)						(I.R.S.Employer Identification No.)

55 Hudson Yards, 14th Floor New York, NY						10001
(Address of principal executive offices)						(Zip Code)


			(212) 967-1009
			(Registrant’s telephone number, including area code)

Securities registered ~~under section~~pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

BLDE

The Nasdaq Stock Market

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

BLDEW

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–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–accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “ smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	ox
Non-accelerated filer	xo	Smaller reporting company	x
Emerging growth company	x

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–2 of the Exchange Act). Yes o No x

As of May ~~5, 2023,~~1, 2024, there were ~~73,168,346~~77,346,018 shares of the registrant’s Common Stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

BLADE AIR MOBILITY, INC.

FORM 10-Q

TABLE OF CONTENTS




































		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial statements	3
	Unaudited Interim Condensed Consolidated Balance Sheets as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023	3
	Unaudited Interim Condensed Consolidated Statements of Operations for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023	4
	Unaudited Interim Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023	5
	Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023	6
	Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023	7
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	8
Item 2.	Management’s discussion and analysis of financial condition and results of operations	2123
Item 3.	Quantitative and qualitative disclosures about market risk	3538
Item 4.	Controls and procedures	3538

PART II. OTHER INFORMATION		3740
Item 1.	Legal proceedings	3740
Item 1A.	Risk factors	3740
Item 2.	Unregistered sales of equity securities, ~~and~~ use of proceeds and Issuer purchases of equity securities	3740
Item 3.	Defaults upon senior securities	3740
Item 4.	Mine safety disclosures	3740
Item 5.	Other information	3740
Item 6.	Exhibits	3841
SIGNATURES		3942

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

March 31, 2024

March 31,
2023

December 31, 2022

March 31, 2024

December 31, 2023

Assets

Current assets

Cash and cash equivalents

41,739

43,296

Restricted cash

2,080

1,127

Accounts receivable

16,462

10,877

Accounts receivable, net of allowance of $127 and $98 at March 31, 2024 and December 31, 2023, respectively

Short-term investments

135,209

150,740

Prepaid expenses and other current assets

13,708

12,086

Total current assets

209,198

218,126

Non-current assets:

Property and equipment, net

2,445

2,037

Investment in joint venture

390

Property and equipment, net

Intangible assets, net

45,399

46,365

Goodwill

39,890

39,445

Operating right-of-use asset

24,092

17,692

Other non-current assets

1,018

970

Total assets

322,432

325,025

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and accrued expenses

11,389

16,536

Deferred revenue

7,788

6,709

Operating lease liability, current

4,029

3,362

Total current liabilities

23,206

26,607

Total current liabilities

Non-current liabilities:

Warrant liability

6,517

7,083

Operating lease liability, long-term

20,792

14,970

Deferred tax liability

1,716

1,876

Total liabilities

52,231

50,536

Commitments and Contingencies (Note 8)

Commitments and Contingencies (Note 9)

Stockholders' Equity

Preferred stock, $0.0001 par value, 2,000,000 shares authorized at March 31, 2023 and December 31, 2022. No shares issued and outstanding at March 31, 2023 and December 31, 2022.

—

Common stock, $0.0001 par value; 400,000,000 authorized; 72,498,822 and 71,660,617 shares issued at March 31, 2023 and December 31, 2022, respectively.

Stockholders' Equity

Preferred stock, $0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Common stock, $0.0001 par value; 400,000,000 authorized; 77,146,050 and 75,131,425 shares issued at March 31, 2024 and December 31, 2023, respectively

Additional paid in capital

380,852

375,873

Accumulated other comprehensive income

3,212

2,287

Accumulated deficit

(113,870)

(103,678)

Total stockholders' equity

270,201

274,489

Total Liabilities and Stockholders' Equity

322,432

325,025

Total Liabilities and Stockholders' Equity

See Notes to Unaudited Interim Condensed Consolidated Financial ~~Statements~~Statements.

Table of Contents

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

Three Months Ended March 31,

2023

2022

Three Months Ended March 31,

2024

Revenue

45,271

26,630

Operating expenses

Cost of revenue

38,107

23,707

Software development

1,123

835

Software development

General and administrative

16,257

13,978

Selling and marketing

2,611

1,800

Selling and marketing

Total operating expenses

58,098

40,320

Loss from operations

(12,827)

(13,690)

Other non-operating income (expense)

Interest income, net

1,954

264

Loss from operations

Other non-operating income

Interest income

Change in fair value of warrant liabilities

566

2,550

Realized loss from sales of short-term investments

(81)

(136)

Realized loss from sales of short-term investments

Total other non-operating income

2,439

2,678

Loss before income taxes

(10,388)

(11,012)

Loss before income taxes

Income tax benefit

(196)

—

Net loss

(10,192)

(11,012)

Net loss

Net loss per share (Note 7):

Basic

(0.14)

(0.16)

Basic

Diluted

(0.14)

(0.16)

Weighted-average number of shares outstanding:

Basic

71,992,771

70,774,138

Diluted

71,992,771

70,774,138

Diluted

See Notes to Unaudited Interim Condensed Consolidated Financial ~~Statements~~Statements.

Table of Contents

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss

(in thousands)

Three Months Ended March 31,
2023 2022
Net loss $ (10,192) $ (11,012)
Other comprehensive income (loss):
Net unrealized investment income (losses) 29 (1,380)
Less: Reclassification adjustment for losses included currently in net loss 51 136
Foreign currency translation adjustments for the period 845 241
Other comprehensive income (loss) 925 (1,003)
Comprehensive loss $ (9,267) $ (12,015)




	Three Months Ended March 31,
		2024		2023
Net loss		$	(4,234)	$	(10,192)
Other comprehensive income:
Net unrealized investment income		—		29
Less: Reclassification adjustment for losses included currently in net income		—		51
Foreign currency translation adjustments for the period		(851)		845
Other comprehensive income		(851)		925
Comprehensive loss		$	(5,085)	$	(9,267)

See Notes to Unaudited Interim Condensed Consolidated Financial ~~Statements~~Statements.

Table of Contents

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated
Deficit Total
Stockholders'
Equity
Shares Amount
Balances as of January 1,2023 71,660,617 $ 7 $ 375,873 $ 2,287 $ (103,678) $ 274,489
Issuance of common stock upon exercise of stock options 300,785 — 54 — — 54
Issuance of common stock upon settlement of restricted stock units 159,875 — — — — —
Stock-based compensation - restricted stock — — 3,221 — — 3,221
Shares withheld related to net share settlement (7,211) — (81) — — (81)
Issuance of common stock for settlement of contingent consideration (earn-out) 384,756 — 1,785 — — 1,785
Other comprehensive income — — — 925 — 925
Net loss — — — — (10,192) (10,192)
Balances as of March 31, 2023 72,498,822 $ 7 $ 380,852 $ 3,212 $ (113,870) $ 270,201
Balances as of January 1,2022 70,667,381 $ 7 $ 368,680 $ (898) $ (76,418) $ 291,371
Issuance of common stock upon exercise of stock options 115,103 — 21 — — 21
Issuance of common stock upon settlement of restricted stock units 65,965 — — — — —
Stock-based compensation - restricted stock — — 2,098 — — 2,098
Shares withheld related to net share settlement (2,813) — (5) — — (5)
Other comprehensive loss — — — (1,003) — (1,003)
Net loss — — — — (11,012) (11,012)
Balances as of March 31, 2022 70,845,636 $ 7 $ 370,794 $ (1,901) $ (87,430) $ 281,470


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balance as of January 1,2024		75,131,425	$	7		$	390,083	$	3,964	$	(159,754)	$	234,300
Issuance of common stock upon exercise of stock options		508,181	—			91		—		—		91
Issuance of common stock upon settlement of restricted stock units		509,565	—			—		—		—		—
Stock-based compensation		—	—			4,318		—		—		4,318

Shares withheld related to net share settlement		(12,119)	—			(37)		—		—		(37)
Issuance of common stock for settlement of contingent consideration compensation (earn-out)		1,008,998	—			3,022		—		—		3,022



Other comprehensive loss		—	—			—		(851)		—		(851)
Net loss		—	—			—		—		(4,234)		(4,234)
Balance as of March 31, 2024		77,146,050	$	7		$	397,477	$	3,113	$	(163,988)	$	236,609

Balance as of January 1,2023		71,660,617	$	7		$	375,873	$	2,287	$	(103,678)	$	274,489
Issuance of common stock upon exercise of stock options		300,785	—			54		—		—		54
Issuance of common stock upon settlement of restricted stock units		159,875	—			—		—		—		—
Stock-based compensation		—	—			3,221		—		—		3,221

Shares withheld related to net share settlement		(7,211)	—			(81)		—		—		(81)
Issuance of common stock for settlement of contingent consideration (earn-out)		384,756	—			1,785		—		—		1,785



Other comprehensive income		—	—			—		925		—		925
Net loss		—	—			—		—		(10,192)		(10,192)
Balance as of March 31, 2023		72,498,822	$	7		$	380,852	$	3,212	$	(113,870)	$	270,201

See Notes to Unaudited Interim Condensed Consolidated Financial Statements

Table of Contents

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

2023

2022

Three Months Ended March 31,

2024

Cash Flows From Operating Activities:

Net loss

(10,192)

(11,012)

Net loss

Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:

Depreciation and amortization

1,652

1,145

Depreciation and amortization

Stock-based compensation

3,221

2,098

Change in fair value of warrant liabilities

(566)

(2,550)

Change in fair value of warrant liabilities

Gain on lease modification

Realized loss from sales of short-term investments

136

Realized foreign exchange (gain)/loss

(5)

Realized loss from sales of short-term investments

Realized foreign exchange loss

Accretion of interest income on held-to-maturity securities

(1,386)

—

Accretion of interest income on held-to-maturity securities

Deferred tax benefit

(196)

—

Bad debt expense

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

(1,621)

(1,705)

Prepaid expenses and other current assets

Accounts receivable

(5,585)

(465)

Other non-current assets

(42)

(648)

Other non-current assets

Operating right-of-use assets/lease liabilities

Accounts payable and accrued expenses

(3,383)

2,636

Accounts payable and accrued expenses

Deferred revenue

1,080

304

Deferred revenue

Net cash used in operating activities

(16,855)

(10,065)

Cash Flows From Investing Activities:

Capitalized software development costs

Purchase of property and equipment

(646)

(437)

Purchase of property and equipment

Purchase of short-term investments

(121)

(265)

Proceeds from sales of short-term investments

16,000

11,699

Proceeds from sales of short-term investments

Purchase of held-to-maturity investments

(130,145)

—

Proceeds from maturities of held-to-maturity investments

131,187

—

Proceeds from maturities of held-to-maturity investments

Net cash provided by investing activities

16,275

10,997

Cash Flows From Financing Activities:

Proceeds from the exercise of common stock options

Taxes paid related to net share settlement of equity awards

(81)

(5)

Net cash (used in) / provided by financing activities

(27)

Effect of foreign exchange rate changes on cash balances

Net increase (decrease) in cash and cash equivalents and restricted cash

(604)

951

Cash and cash equivalents and restricted cash - beginning

44,423

3,225

Cash and cash equivalents and restricted cash - ending

43,819

4,176

Reconciliation to the unaudited interim condensed consolidated balance sheets

Cash and cash equivalents

41,739

2,496

Restricted cash

2,080

1,680

Total

43,819

4,176

Net cash provided by / (used in) financing activities

Non-cash investing and financing activities

New leases under ASC 842 entered into during the period

7,166

415

Net cash provided by / (used in) financing activities

Effect of foreign exchange rate changes on cash balances

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash - beginning

Cash and cash equivalents and restricted cash - ending

Reconciliation to the unaudited interim condensed consolidated balance sheets

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Non-cash investing and financing activities:

New leases under ASC 842 entered into during the period

Common stock issued for settlement of earn-out (1)

Purchases of PPE in accounts payable and accrued expenses

(1) Prior year amounts have been updated to conform to current period presentation.

See Notes to Unaudited Interim Condensed Consolidated Financial Statements

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 – Description of Business and Summary of Significant Accounting Policies

Description of Business

Blade Air Mobility, Inc. (“Blade” or the “Company”)~~, headquartered in New York, New York, is a technology-powered, global~~ provides air ~~mobility platform that provides consumers with a cost effective~~transportation and ~~time efficient alternative to ground transportation~~logistics for ~~congested routes. Blade’s Passenger reporting segment arranges charter and by-the-seat flights using helicopters, jets, turboprops, and amphibious seaplanes operating in various locations throughout~~hospitals across the United States, ~~and abroad. Blade’s Medical reporting segment~~where it is one of the largest ~~air medical~~ transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States, ~~providing end-to-end logistics for transplant centers~~Southern Europe and ~~organ procurement organizations utilizing~~Western Canada. Based in New York City, Blade's asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters ~~jets, turboprops~~ and ~~ground vehicles. Blade’s platform utilizes an asset-light business model, providing transportation~~fixed-wing aircraft to ~~its customers through a network of contracted aircraft operators. Blade does not own~~Electric Vertical Aircraft (“EVA” or ~~operate aircraft.~~“eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.

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 (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal ~~accruals)~~recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. Operating results for the three months ended March 31, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2023.~~2024. These financial statements should be read in conjunction with the Company’s consolidated financial statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

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 unaudited interim condensed consolidated 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 and market value at March 31, ~~2023~~2024 and December 31, ~~2022 was $130,700~~2023 were $114,215 and ~~$130,382,~~$114,137, and $138,264 and $138,285, respectively. The fair value hierarchy of the valuation inputs the Company utilized to determine such market value ~~of the held-to-maturity securities at March 31, 2023 and December 31, 2022 was $130,834 and $130,352, respectively.~~is Level 2. See Note 11 – Fair Value Measurements for additional information.

Software Development Costs

~~Other Short-Term Investments~~

~~Other short-term investments~~The Company incurs costs related to the development of its technology stack. The costs consist of ~~highly-liquid investments available~~personnel costs (including related benefits and stock-based compensation) and external vendor costs incurred during the development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the software will be completed and used for ~~sale. As~~its intended function. Capitalization ceases when the project is substantially complete and the developed features are ready for their intended use, including the completion of ~~March 31, 2023, other short-term investments consisted~~all significant testing. Costs related to preliminary project activities, post implementation operating activities and system maintenance are expensed as incurred.

Capitalized costs are included in intangible assets and amortized over three years, on a straight-line basis, which represents the manner in which the expected benefit will be derived. The amortization of ~~an available-for-sale, traded, debt securities fund, which is~~capitalized software development costs are recorded ~~at fair value with unrealized gains and losses reported, net of tax,~~within software development expense in “Accumulated other comprehensive income (loss)”, unless unrealized losses are determined to be unrecoverable. Realized gains and losses on the sale 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 our unaudited interim condensed consolidated ~~balance sheets. These other short-term investments are excluded from disclosure under “fair value~~statement of financial instruments” due to the Net Asset Value practical expedient. The other short-term investments balance at March 31, 2023 and December 31, 2022 was $4,509 and $20,358, respectively. The cost of other short-term investments at March 31, 2023 and December 31, 2022 was $4,531 and $20,460, respectively.operations.

~~Accounts Receivable and Allowances for Expected Credit Losses~~Concentrations

~~Accounts receivable~~Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash

amounts ~~due from~~on deposit with financial institutions. At times, the Company’s ~~MediMobility Organ Transport customers, which are large hospitals that receive terms for payment. The allowance for expected credit losses on receivables~~cash in banks is ~~used to present accounts receivable, net at an amount that represents the Company’s estimate~~in excess of the ~~related transaction price recognized~~Federal Deposit

Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as ~~revenue. The allowance represents an estimate~~a result of expected credit losses over the lifetime of the receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off. We have determined our allowance for expected credit losses based on a specific evaluation of individual receivables and an analysisthese deposits.

Major Vendors

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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)

One vendor accounted for 14% of ~~past default experience~~the Company’s purchases from operating vendors for ~~remaining receivables. We have historically not experienced significant losses on our receivables. We generally do not require customers to provide collateral for purchases. During~~ the three months ended March 31, ~~2023 we determined that no allowance~~2024. One vendor accounted for ~~expected uncollectible~~12% of the Company’s purchases from operating vendors for the three months ended March 31, 2023.

One vendor accounted for 18% of the Company’s outstanding accounts ~~was required.~~payable as of March 31, 2024. Two vendors accounted for 17% and 10%, respectively, of the Company’s outstanding accounts payable as of December 31, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of 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. 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 to use 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 that is not an emerging growth company or is an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in 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. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ 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 ~~carrying value of long-lived assets, the~~ fair value of intangible assets and goodwill, ~~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 and the provision for income taxes and related deferred tax accounts.

Recently Issued Accounting ~~Standards~~Pronouncements - Not Adopted

~~On January 1,~~In October 2023, ~~we adopted~~the FASB issued ASU ~~2021-08,~~No. 2023-06, ~~Accounting for Contract Assets~~Disclosure Improvements. The new guidance clarifies or improves disclosure and ~~Contract Liabilities From Contracts With Customers~~,presentation requirements on a variety of topics in the codification. The amendments in the update are intended to align the requirements in the FASB ASC with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or ASU 2021-08, that requires acquiring companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination consistent with those recorded by the acquiring company. The Company does not have significant contracts with customers requiringRegulation S-K, or if

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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)

~~performance beyond delivery. To~~ the ~~extent we acquire additional companies~~SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. The Company is in ~~our existing lines~~the process of ~~business,~~evaluating the impact the adoption of this ~~standard~~ASU will have on the financial statements and related disclosures, which is not ~~have a material impact on our results of operations or financial position.~~expected to be material.

In ~~June 2016,~~November 2023, the FASB issued ASU ~~2016-13,~~2023-07, ~~Financial Instruments-Credit Losses~~Segment Reporting (Topic ~~326)~~280): Improvements to Reportable Segment Disclosures, ~~Measurement~~which expands the segment disclosures of ~~Credit Losses on Financial Instruments.~~ public entities. This expansion includes the requirement to disclose significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss. Additionally, the ASU mandates the disclosure of the amount and description of the composition of other segment items, as well as interim disclosures of a reportable segment's profit or loss and assets. These disclosure requirements apply to public entities with a single reportable segment as well. The ASU ~~changes accounting~~will be effective for ~~credit losses~~the Company's Annual Report on ~~loans receivable~~Form 10-K for the fiscal year ended December 31, 2024, and ~~debt securities from an incurred loss methodology~~early adoption is allowed. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to ~~an expected credit loss methodology. Among other things,~~Income Tax Disclosures (Topic 740). The ASU ~~2016-13~~ requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is in the ~~measurement~~process of ~~all expected credit losses for~~evaluating the impact the adoption of this ASU will have on the financial ~~assets held at~~statements and related disclosures.

In March 2024, the ~~reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly,~~FASB issued ASU ~~2016-13 requires~~2024-02, Codification Improvements - Amendments to Remove References to the ~~use of forward-looking information to form credit loss estimates. In addition,~~Concept Statements. This ASU ~~2016-13~~ amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for ~~credit losses on debt securities and purchased financial assets with credit deterioration.~~most entities. ASU 2024-02 is effective January 1, 2025. The Company ~~adopted~~is in the process of evaluating the impact the adoption of this ASU ~~2016-13 as of January 1, 2023. The company’s~~will have on the financial ~~assets that are subject to~~statements and related disclosures.

Other recent accounting pronouncements issued by the new standard are predominantly accounts receivable and short-term investments classified as held-to-maturities (e.g., U.S. Treasury obligations). The Company’s receivables consist principally of MediMobility Organ Transport customers, which are large hospitals that receive terms of 45 days or less. U.S. Treasury obligations are rated as investment grade with maturities of less than 365 days. Given our historical experience, the short duration lifetime of these financial assetsFASB (including its Emerging Issues Task Force) and the ~~short time horizon over which~~SEC have not had, or are not anticipated to ~~consider expectations of future economic conditions,~~have, a significant effect on the ~~company assessed that non-collection of the cost basis of these financial assets is remote. The adoption of ASU 2016-13 did not materially impact the Company’s~~Company's unaudited interim condensed consolidated financial ~~statements.~~

~~Recently Issued Accounting Pronouncements - Not Adopted~~

~~In August 2020, the FASB issued ASU No. 2020-06,~~ ~~Debt—Debt with Conversion~~statements, both present and ~~Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20,~~ ~~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 the 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 earnings per share (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.future.

Note 2 – Revenue

Revenue Recognition

Blade operates in three key product lines across two segments (see Note 5 for further information on reportable segments):

Passenger segment

•Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States, Canada and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis. Short Distance products 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.~~services, with the exception of Europe where institutional clients pay after the performance of related services under payment terms. The revenue is recognized aswhen the service is completed.

•

Jet and Other – Consists principally of revenues from non-medical jet charter and 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. 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 aswhen 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.

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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)

Medical segment

•MediMobility Organ Transport – Consisting primarily of transportation of human organs for transplant and/or the medical teams supporting these services. Blade also offers additional services including donor logistics coordination and support evaluating potential donor organs. 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 when the service is completed.

The Company initially records ~~flight sales~~advance payments for passenger flights in ~~its unearned~~deferred revenue, deferring revenue recognition until the travel occurs. ~~Unearned~~Deferred revenue from advance payments, customer credit and gift card purchases is recognized as revenue when a flight is ~~flown or upon the expiration of the gift card. Unearned~~flown. Deferred 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 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.

Disaggregated Revenue

Disaggregated revenue by product line and segment was as follows:


	Three Months Ended March 31,
	2024		2023
Passenger Segment
Short Distance	$	9,810	$	10,425
Jet and Other	5,678		8,079
Total	$	15,488	$	18,504

Medical Segment
MediMobility Organ Transport	$	36,026	$	26,767
Total	$	36,026	$	26,767

Total Revenue	$	51,514	$	45,271

Contract ~~liability is~~Liabilities

Contract liabilities are 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 March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company's contract liability balance ~~was $7,788~~is $7,981 and ~~$6,709, respectively.~~$6,845 respectively, and is recorded as deferred revenue on its unaudited interim condensed consolidated balance sheets. This balance consists of ~~unearned revenue,~~payments from customers received in advance of the actual flight, 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.~~customer, and prepaid gift card obligations. 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:

Three Months Ended
March 31,
2023 2022
Balance, beginning of period $ 6,709 $ 5,976
Additions 13,599 15,835
Revenue recognized (12,520) (15,530)
Balance, end of period $ 7,788 $ 6,281

For the three months ended March 31, 2023, the Company recognized $2,686 of revenue that was included in the contract liability balance as of January 1, 2023. For the three months ended March 31, 2022, the Company recognized $2,888 of revenue that was included in the contract liability balance as of January 1, 2022.

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 seasonal 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 product lines across two segments (see Note 5 - “Segment and Geographic Information” for further information on reportable segments):~~

~~Passenger segment~~

•~~Short Distance~~ – Consisting primarily of helicopter and amphibious seaplane flights in the United States, Canada and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis.

•~~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)

~~Medicalsegment~~


	Three Months Ended March 31,
		2024		2023
Balance, beginning of period		$	6,845	$	6,709
Additions		11,960		13,599
Revenue recognized		(10,824)		(12,520)
Balance, end of period		$	7,981	$	7,788

•~~MediMobility Organ Transport~~ ~~– Consisting~~For the three months ended March 31, 2024, the Company recognized $2,095 of ~~transportation~~revenue that was included in the contract liability balance as of ~~human organs for transplant and/or~~January 1, 2024. For the ~~medical teams supporting these services.~~three months ended March 31, 2023, the Company recognized $2,686 of revenue that was included in the contract liability balance as of January 1, 2023.

~~Disaggregated revenue by product line~~Certain governmental taxes are imposed on the Company's flight sales through a fee included in flight prices. The Company collects these fees and ~~segment was as follows:~~remits them to the appropriate government agency. These fees are excluded from revenue.

Three Months Ended
March 31,
2023 2022
Passenger Segment
Short Distance $ 10,425 $ 4,203
Jet and Other(1) 8,079 9,752
Total $ 18,504 $ 13,955
Medical Segment
MediMobility Organ Transport(1) $ 26,767 $ 12,675
Total $ 26,767 $ 12,675
Total Revenue $ 45,271 $ 26,630
~~__________~~

~~(1) Prior period amounts~~The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its second and third quarter (ended on June 30 and September 30, respectively) financial results have ~~been updated to conform to current period presentation.~~reflected higher Passenger travel demand and were better than the first and fourth quarter financial results.

Note 3 – Right-of-Use Asset and Operating Lease Liability

Blade’s operating leases consist of airport and heliport terminals, offices, vehicles and aircraft leases that are embedded within certain ~~capacity purchase agreements~~Capacity Purchase Agreements (“CPAs”). Upon meeting certain criteria as stated in ASC 842 Leases, the lease component of a ~~capacity purchase agreement~~CPA would be accounted for as an embedded lease, with a corresponding balance included in the operating right-of-use (“ROU”) asset and lease liability.

During the ~~quarter~~three months ended March 31, ~~2023,~~2024, the Company added ~~aircraft~~the following leases ~~that are embedded within two of our capacity purchase agreements.~~in accordance with ASC 842:

~~One became effective~~Effective in ~~February 2023~~March 2022, Blade entered into an agreement for a three-year term ending ~~February 14, 2026~~March 31, 2025 for three aircraft (previous term was less than one year). In case of early termination by Blade, a one-year revenue guarantee will be pro-rated to the date of the termination. In addition, Blade has the right for immediate termination with no penalty if a government authority enacts travel restrictions.

~~A second agreement for seven aircraft~~six aircraft. This CPA was restated and amended in March 2023 for anseven aircraft and additional two years ~~for~~(for a total five-year term ending March 31, ~~2028 (previous~~2028). This CPA was restated and amended in December 2023 for up to eight aircraft for a five-year term ~~was for three-years~~ ending March 31, ~~2025~~2028. This CPA was further restated and amended in January 2024 for ~~six aircraft).~~eight aircraft for a four-year term ending November 30, 2027. The additional eighth aircraft commenced January 1, 2024. Blade has the right to terminate the agreement without cause upon 60 days’ written notice, upon such termination a one-year 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.

The Company ~~allocated~~allocates the consideration in the capacity purchase agreements to the lease and non-lease components based on their relative standalone value. The non-lease components for these agreements primarily consist of the costs associated

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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)~~

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

See Note 8,9, “Commitments and Contingencies”, for additional information about our capacity purchase agreements.

Balance sheet information related to the Company’s leases is presented below:

March 31, 2024

March 31, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Operating leases:

Operating right-of-use asset

24,092

17,692

Operating lease liability, current

4,029

3,362

Operating lease liability, long-term

20,792

14,970

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BLADE AIR MOBILITY, INC.

Notes to Consolidated Financial Statements

(amounts in thousands, except share and per share data)

As of March 31, ~~2023,~~2024, included in the table above is ~~$21,374, $2,332~~$23,165, $3,857 and ~~$19,693~~$20,287 of operating right-of-use asset, current operating lease liability, and long-term operating lease liability, respectively, under aircraft leases that are embedded within the capacity purchase agreements. As of December 31, ~~2022,~~2023, included in the table above is ~~$14,916, $1,748~~$21,081, $3,215 and ~~$13,705~~$18,871 of operating right-of-use asset, current operating lease liability, and long-term operating lease liability, respectively, under aircraft leases that are embedded within the capacity purchase agreements.

The following provides details of the Company’s lease expense:


		Three Months Ended March 31,
		2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024	2024	2023
Lease cost:	Lease cost:
Short-term lease cost
Short-term lease cost
Short-term lease cost	Short-term lease cost	$	94	$	38
Operating lease cost	Operating lease cost	467		183
Operating lease cost - Cost of revenue	Operating lease cost - Cost of revenue	990		—
Total	Total	$	1,551	$	221

Operating lease costs related to aircraft leases that are embedded within ~~capacity purchase agreements~~CPAs are ~~reported as part of~~recorded within Cost of ~~revenue.~~revenue on the Company’s unaudited interim condensed consolidated statement of operations.

Other information related to leases is presented below:


	March 31, ~~2023~~2024
Weighted-average discount rate – operating lease	~~9.00~~8.90	%
Weighted-average remaining lease term – operating lease (in years)	~~6.9~~6.3

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~~BLADE AIR MOBILITY, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(amounts in thousands, except share and per share data)~~

As of March 31, ~~2023,~~2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:


For the Year Ended December 31	For the Year Ended December 31
Remainder of 2023		$	4,577
2024		6,125
Remainder of 2024
Remainder of 2024
Remainder of 2024
2025	2025	4,989
2026	2026	3,969
2027	2027	3,828
2028
Thereafter	Thereafter	10,622
Total future minimum lease payments, undiscounted	Total future minimum lease payments, undiscounted	34,110
Less: Imputed interest for leases in excess of one year	Less: Imputed interest for leases in excess of one year	(9,289)
Present value of future minimum lease payments	Present value of future minimum lease payments	$	24,821

Leases Not Yet Commenced

As of March 31, 2024, the Company had additional operating real estate leases that had not yet commenced of $5,311. These operating leases will commence over the next 12 months.

Construction of the leased facilities will be managed and contracted by the Lessor.

Note 4 – Stock-Based Compensation

Equity Compensation Plans

~~Stock Option Awards~~

~~Following is a summary of stock option activities~~The Company maintains the 2021 Omnibus Incentive Plan (the “2021 Plan”), which has been approved by our stockholders and provides for the ~~three months ended March 31, 2023:~~

Options Weighted
Average
Exercise Price
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Life
(years)
Intrinsic
Value
Outstanding – January 1, 2023 7,603,864 $ 0.19 $ 0.21 4.6 $ 25,795
Granted — — —
Exercised (300,785) 0.18 0.24
Forfeited — — —
Outstanding – March 31, 2023 7,303,079 $ 0.19 $ 0.21 4.3 $ 23,312
Exercisable as of March 31, 2023 7,303,079 $ 0.19 $ 0.21 4.3 $ 23,312

~~For the three months ended March 31, 2023 and 2022, the Company recorded no~~issuance of shares of common stock ~~option expense. As of March 31, 2023, there are no remaining stock options subject~~ to ~~amortization.~~

~~Restricted Stock~~

~~During the three months ended March 31, 2023, the Company granted an aggregate of 177,389 of the Company's restricted stock units to various~~our 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, 2023 7,466,636 $ 5.52
Granted 177,389 3.26
Vested (160,237) 8.09
Forfeited (24,751) 6.49
Non-vested – March 31, 2023 7,459,037 $ 5.41

1413

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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)

advisors, subject to its terms. The 2021 Plan is administered by the Compensation Committee of our Board of Directors. Awards granted under the 2021 Plan are subject to individual award agreements that, among other things, specify the conditions for vesting, termination and forfeiture. The requisite vesting periods for time-based awards made to date range from vesting on grant date to as late as four years from the date of grant. The expiration date of the 2021 Plan, on and after which date no awards may be granted under the 2021 Plan, is May 7, 2031 (the tenth anniversary of the effective date of the 2021 Plan); provided, however, that such expiration shall not affect awards then outstanding under the 2021 Plan, and the terms and conditions of the 2021 Plan shall continue to apply to such awards.

The number of shares of our common stock available for issuance under the 2021 Plan (the “Absolute Share Limit”) automatically increases on the first day of each fiscal year by the lesser of (a) 4,653,484 shares of common stock, (b) 5% of the total number of shares of common stock outstanding on the last year of the immediately preceding fiscal year and (c) a lower number of shares of common stock as determined by our Board of Directors. The Absolute Share Limit is also automatically increased by any shares of common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) that, on or after the effective date of the 2021 Plan, expire or are canceled, forfeited, terminated, settled in cash or otherwise settled without issuance to the holder. Pursuant to the annual automatic increase feature of the 2021 Plan, our Board of Directors approved an increase of 3,756,471 shares of common stock available for issuance under the 2021 Plan, effective January 1, 2024, for a total of 20,521,493 shares available for issuance under the 2021 Plan as of such date.

Stock Option Awards

All of the outstanding stock options awards are fully vested. To date, there have been no stock option awards granted under the 2021 Plan (as defined below).

Following is a summary of stock option activities for the three months ended March 31, 2024:


	Options	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Life (years)	Intrinsic Value
Outstanding – January 1, 2024	7,217,074	$	0.19	$	0.21	3.5

Exercised	(508,181)	0.18		0.22
Forfeited	—	—		—
Outstanding – March 31, 2024	6,708,893	$	0.19	$	0.21	3.2	$	17,856
Exercisable as of March 31, 2024	6,708,893	$	0.19	$	0.21	3.2	$	17,856

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the Company recorded ~~$3,221 and $2,098 in employee and officers restricted~~no stock ~~compensation~~option expense. As of March 31, 2024, there are no remaining stock options subject to amortization.

Restricted Stock

During the three months ended March 31, 2024, the Company granted an aggregate of 7,149,318 of the Company's restricted stock units (“RSUs”), of which 2,092,178 were to various employees, officers, directors, consultants, and service providers and 5,057,140 Performance-Based Restricted Stock Units (“PSUs”) were to named executive officers and key employees under the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant. The PSUs will vest subject to the achievement of certain financial performance metrics by the Company. Each PSU represents the right to receive one share of the Company’s common stock. The grant date fair value of these PSUs was $3.94 per share. Compensation expense associated with PSUs is recognized over the service period of the awards that are ultimately expected to vest when the related performance objective is met.

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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 Company's current default tax withholding method for the vesting of RSUs is the sell-to-cover method, under which shares with a market value equivalent to the estimated tax withholding obligation are withheld from the holder of the RSUs upon vesting and sold on behalf of such holder to cover their applicable tax withholding liability, and the cash proceeds from such sales are then remitted by the Company to the applicable tax authorities. This approach is used for the vesting of RSUs held by the majority of the Company’s employees, including all of the Company’s Section 16 “officers” as defined by Section 16 of the Securities and Exchange Act of 1934, as amended.


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2024	5,259,982	$	4.99
Granted (1)	7,149,318	3.77
Vested	(509,565)	4.85
Forfeited	(432,724)	3.61
Non-vested – March 31, 2024	11,467,011	$	4.29

(1) 5,057,140 PSUs will vest subject to the achievement of certain financial performance metrics by the Company as discussed above.

For the three months ended March 31, 2024 and 2023, the Company recorded $4,318 and $3,221 in stock compensation expense for restricted stock unit awards. As of March 31, 2024, unamortized stock-based compensation costs related to restricted ~~share~~stock unit arrangements was ~~$32,285~~$45,182 and will be recognized over a weighted average period of ~~3.3~~3.2 years.

Stock-Based Compensation Expense

Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed consolidated statements of operations is summarized as follows:

Three Months Ended
March 31,
2023 2022
Software development $ 168 $ 275
General and administrative(1) 2,636 1,723
Selling and marketing 78 100
Total stock-based compensation expense $ 2,882 $ 2,098
~~________~~


	Three Months Ended March 31,
	2024		2023
Software development (1)	$	(20)	$	168
General and administrative (2)	4,197		2,636
Selling and marketing	366		78
Total stock-based compensation expense (3)	$	4,543	$	2,882

(1) For the three months ended March 31, 2024, a cumulative adjustment of $181 was recorded due to the forfeiture of restricted stock units of certain former employees.

(2) For the three months ended March 31, 2023, the Company ~~includes~~included a credit of $339 in connection with the settlement of the equity-based portion of ~~Trinity’s~~ contingent consideration related to the acquisition of Trinity Air Medical, Inc. (“Trinity”) that was paid in the first quarter of 2023 in respect of 2022 results.

(3) Stock-based compensation expenses for the period ended March 31, 2024 include $225 accrued expenses.

Note 5 – Segment and Geographic Information

Segment Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) and is used in resource allocation and performance assessments. In addition, per ASC 280, Segment Reporting, paragraph 280-10-50-11, two or more operating segments may be aggregated into a single ~~reported~~reportable segment if the segments have similar economic characteristics. The Company has identified two ~~reporting~~reportable segments - Passenger and ~~Medical. Our CODM~~Medical, as our Chief Executive Offer, who is our ~~senior management team. Our senior management team~~CODM regularly reviews discrete information for those two ~~reporting~~reportable segments. The Passenger segment consists of our two product lines Short Distance and Jet and Other. The Medical segment consists of the MediMobility Organ Transport product line. Our product lines are defined in Note 2 ~~in the Revenue Recognition section.~~— Revenue.

~~The~~Beginning in the first quarter of 2024, the Company changed its primary measure of segment performance to Adjusted EBITDA, as the CODM evaluates the performance of the segments and allocates resources primarily based on their ~~respective revenue~~, Flight Profit and Flight Margins. Flight Profit is defined as revenue less cost of revenue. Cost of revenue consists of flight costs paid to operators of aircraft and cars, landing fees, ROU asset amortization and internal costs incurred in generating ground transportation revenue using the Company’s owned cars. Flight Margin for a period is defined as Flight Profit for the period divided by revenue for the same period. The CODM does not evaluate operating segments or allocate resources using asset information and, accordingly, we do not report asset information by segment.

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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)

respective Adjusted EBITDA. Adjusted EBITDA reflects the operational efficiency and core results of our segment, independent of tax implications and non-operational financial factors. Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, and (7) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods.

The following table reflects certain financial data of the Company’s reportable segments:

Three Months Ended
March 31,
2023 2022
Segment revenue
Passenger $ 18,504 $ 13,955
Medical 26,767 12,675
Total revenue $ 45,271 $ 26,630
Segment Flight Profit
Passenger $ 2,812 $ 689
Medical 4,352 2,234
Total Flight Profit $ 7,164 $ 2,923
Reconciling items:
All other operating costs(1) (19,991) (16,613)
Loss from operations $ (12,827) $ (13,690)
Segment net income (loss)
Passenger $ (5,118) $ (5,516)
Medical 1,637 522
Consolidated net loss from reportable segments (3,481) (4,994)
Unallocated corporate costs & software development(2) (9,346) (8,696)
Other non-operating income 2,439 2,678
Loss before income taxes $ (10,388) $ (11,012)
Segment Flight Margin
Passenger 15.2 % 4.9 %
Medical 16.3 % 17.6 %
Total Flight Margin 15.8 % 11.0 %
March 31,
2023 December 31,
2022
Goodwill
Passenger $ 26,562 $ 26,117
Medical 13,328 13,328
Total goodwill $ 39,890 $ 39,445
~~________~~


	Three Months Ended March 31,
		2024		2023


Segment revenue
Passenger		$	15,488	$	18,504
Medical		36,026		26,767
Total revenue		$	51,514	$	45,271









Segment Adjusted EBITDA
Passenger		$	(2,651)	$	(3,055)
Medical		4,409		1,880
Adjusted unallocated corporate expenses and software development (1)		(5,304)		(6,549)
Total Adjusted EBITDA		(3,546)		(7,724)
Reconciling items:
Depreciation and amortization		(1,594)		(1,652)
Stock-based compensation		(4,543)		(3,221)
Change in fair value of warrant liabilities		3,478		566
Realized (gain) loss from sales of short-term investments		—		(81)
Interest income, net		2,072		1,954
Legal and regulatory advocacy fees (2)(3)		(123)		(423)
Executive severance costs		—		(146)

Contingent consideration compensation (earn-out) (4)		—		339
M&A transaction costs		(62)		—


Loss before income taxes		$	(4,318)	$	(10,388)

(1) ~~All other operating costs consists of direct costs of service delivery, staff, selling and marketing as well as allocated staff, general and administrative expenses.~~

~~(2) Unallocated corporate costs & software development includes~~Includes costs that are not directly attributable to ~~our~~ reportable ~~segments. Corporate costs also include shared costs~~segments such as finance, accounting, tax, information technology, human resources, ~~information technology,~~ legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations.

(2) For the three months ended March 31, 2024, represents legal advocacy fees related to the Drulias lawsuit (see “— Legal and Environmental” within Note 9) that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(3) For the three months ended March 31, 2023, represents certain legal and regulatory advocacy fees for certain proposed restrictions at East Hampton Airport and potential operational restrictions on large jet aircraft at Westchester Airport, that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(4) Represents the credit recorded in connection with the settlement of the ~~development~~equity-based portion of ~~our application.~~Trinity’s contingent consideration that was paid in the first quarter of 2023 in respect of 2022 results. 2023 was the last year subject to an earn-out payment.

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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)







	March 31, 2024		December 31, 2023
Goodwill
Passenger	$	26,449	$	27,045
Medical	13,328		13,328
Total goodwill	$	39,777	$	40,373

Geographic Information

Revenue by geography is based on where the flight’s operator is based. Long-lived assets, net includes property and equipment, net and operating right-of-use assets. Summary financial data attributable to various geographic regions for the periods indicated is as follows:


		Three Months Ended March 31,
		2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024			2024	2023

Revenue	Revenue

Revenue

Revenue
United States
United States
United States	United States	$	37,999	$	24,843

Other	Other	7,272		1,787

Other

Other
Total revenue	Total revenue	$	45,271	$	26,630

		March 31, 2023		December 31, 2022
							March 31, 2024
							March 31, 2024
							March 31, 2024	December 31, 2023
Long-lived assets	Long-lived assets
United States
United States
United States	United States	$	13,806	$	7,195
Other	Other	12,731		12,534
Total long-lived assets	Total long-lived assets	$	26,537	$	19,729

Note 6 – Income Taxes

The Company’s effective tax rate represents the Company’s estimated tax rate for the year based on projected income and the mix of income among the various foreign tax jurisdictions, adjusted for discrete transactions occurring during the period.

~~Income~~For the three monthsended March 31, 2024 and 2023, income tax benefit was ~~$196~~ $84 and ~~$0, for the three months ended March 31 2023 and 2022,~~$196, respectively. The tax benefit in the ~~2023~~2024 period is attributable to Blade ~~France net profits.~~Monaco. The difference in the tax benefit in the ~~2023~~2024 period compared to the ~~2022~~2023 period is attributable to the mix of pretax profits from foreign operations and the mix of tax rates in those jurisdictions, while no offsetting tax benefits arising from the Company’s U.S., Canada and ~~Canada~~France net operating ~~losses, which management believes the Company will not be able to utilize.~~

losses.

Note 7 – Net Loss per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted 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.

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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)

A reconciliation of net loss and common stock share amounts used in the computation of basic and diluted ~~earnings~~loss per common share is presented below.

Three Months Ended

March 31,

2023

2022

Basic and dilutive loss per common share:

Net loss attributable to Blade Air Mobility, Inc.

(10,192)

(11,012)

Total weighted-average basic common shares outstanding

71,992,771

70,774,138

Net loss per common share:

Basic and diluted loss per common share

(0.14)

(0.16)

Three Months Ended March 31,

2024

Basic and dilutive loss per common share:

Net loss attributable to Blade Air Mobility, Inc.

Total weighted-average basic common shares outstanding

Net loss per common share:

Basic and diluted loss per common share

The following table represents common stock equivalents that were excluded from the computation of diluted ~~earnings~~loss per common share for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 because the effect of their inclusion would be anti-dilutive:

Three Months Ended
March 31,
2023 2022
Warrants to purchase shares of common stock 14,166,644 14,166,666
Options to purchase shares of common stock 7,303,079 7,969,573
Restricted shares of common stock 7,459,037 2,471,923
Total potentially dilutive securities 28,928,760 24,608,162


	Three Months Ended March 31,
		2024	2023


Warrants to purchase shares of common stock		14,166,644	14,166,644
Options to purchase shares of common stock		6,708,893	7,303,079
Restricted shares of common stock		11,467,011	7,459,037
Total potentially dilutive securities		32,342,548	28,928,760

Note 8 – Related Party Transactions

The Company occasionally engages in transactions for certain air charter services with jet operators who are part of the portfolio of RedBird Capital Partners Management LLC, which is an investor in the Company. Additionally, one member of the Company’s board of directors is a Partner of an affiliated company of RedBird Capital Partners Management LLC.

During the three months ended March 31, 2024 and 2023, the Company paid these jet operators approximately $61 and $68, respectively for air charter services. These costs were recorded within Cost of revenue on the Company’s unaudited interim condensed consolidated statement of operations.

Note 89 – Commitments and Contingencies

Capacity Purchase Agreements

Blade has contractual relationships with various aircraft operators to provide aircraft service. Under these ~~Capacity Purchase Agreements (“CPAs”),~~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 the Company without any markup or directly incurred by the Company.

As of March 31, ~~2023,~~2024, the Company has a remaining unfulfilled ~~obligation for the years ending December 31, 2023, 2024, 2025, 2026, 2027, 2028 and for each of the years ending December 31, 2029 through 2032~~obligations under agreements with various aircraft operators to ~~purchase flights with an aggregate value of approximately $9,244, $24,654, $22,419, $20,727, $18,624, $18,624 and $8,124, respectively.~~provide aircraft service. The ~~above~~ remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within our capacity purchase agreements as discussed in Note 3 – Right-of-Use Asset and 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~~These future unfulfilled obligation for the years ending December 31, 2023, 2024, 2025, 2026, 2027 and 2028 with an aggregate value of approximately $184, $16,530, $14,295, $12,603, $10,500 and $10,500, respectively. In addition, obligations amounting to $11,833 and $10,500 for the years ending December 31, 2024, and for each of the years ending December 31, 2025 through 2028, respectively, could be terminated by Blade for convenience upon 30 or 60 days’ notice with the annual minimum guarantee being pro-ratedwere as ~~of the termination date.~~

~~Legal and Environmental~~

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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)


For the Year Ended December 31	Total Unfulfilled Obligation		Immediate Termination (1)		Termination for Convenience (2)
Remainder of 2024	$	16,354	$	10,201	$	1,882
2025	22,539		16,135		—
2026	20,925		14,521		—
2027	20,352		13,947		—
2028	6,405		—		—
2029 - 2032 (each year)	6,405		—		—

(1) Within total unfulfilled obligation, the following amounts are where Blade has the ability for immediate termination if a government authority enacts travel restrictions.

(2) Within total unfulfilled obligation, the following amounts are where Blade could terminate for convenience upon 30 or 60 days’ notice, with a one-year 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 have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition or cash flows. As of March 31, ~~2023,~~2024, 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 materially 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 the Company's assessments of the likelihood of their eventual disposition.

In ~~July 2022, Trinity Air Medical, LLC (“Trinity”), a wholly owned subsidiary~~February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases have been consolidated under the caption Drulias et al. v. Affeldt, et al., ~~received a federal grand jury subpoena seeking records~~C.A. No. 2024-0161-SG (Del. Ch.) (“Drulias”). Plaintiffs assert claims for breach of fiduciary duty and unjust enrichment claims against the EIC Directors, the former officers of EIC, Experience Sponsor LLC (“Sponsor”) and KSL Capital Partners, LLC (“KSL”), and aiding and an abetting breach of fiduciary duty claim against Sponsor and KSL. The Complaint alleges, amongst other things, that the Merger Proxy insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who is also our current chief executive officer. The complaints seek, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. The Company believes that all claims in the ~~provision of transplant transportation services. Trinity is cooperating~~lawsuit are without merit and intends to defend itself vigorously against them.

Non-Cancellable Commitments with Vendors

In December 2023, the ~~subpoena.~~Company entered into a technology service agreement with a vendor for cloud computing services where we are committed to spend $0.3 million, $1.1 million and $1.6 million for the years ending December 31, 2024, 2025 and 2026, respectively.

Note 910 – Warrant Liabilities

On May 7, 2021, the merger between Old Blade and EIC was consummated (the “Merger”). The warrants acquired in the Merger include (a) redeemable warrants issued by EIC and sold as part of the units in the EIC Initial Public Offering (“EIC IPO”) (whether they were purchased in the EIC IPO or thereafter in the open market), which are exercisable for an aggregate of 9,166,644 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by EIC to the Experience Sponsor LLC (“Sponsor”) in a private placement simultaneously with the closing of the EIC IPO, which are exercisable for an aggregate of 5,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”).

The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts 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)

warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited interim condensed consolidated statement of operations. See Note 11 – Fair Value Measurements for additional information.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on June 7, 2021. The Public Warrants will expire on May 7, 2026 or earlier upon redemption or liquidation.

Redemptions of Warrants for Cash — ~~Once the warrants become exercisable, the~~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 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.

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

•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 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”, as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the ~~Initial Public Offering,~~initial public offering, except that 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.~~transferees (unless the Class A common stock equals or exceed $10 per share and the Company redeem all the Public Warrants). 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.

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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)~~

Note 1011 – 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

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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)

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.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


		Level
		Level	March 31, 2023		December 31, 2022

		Level

		Level					March 31, 2024	December 31, 2023
Warrant liabilities - Public Warrants	Warrant liabilities - Public Warrants	1	$	4,217	$	4,583
Warrant liabilities - Private Warrants	Warrant liabilities - Private Warrants	2	2,300		2,500
Fair value of aggregate warrant liabilities	Fair value of aggregate warrant liabilities		$	6,517	$	7,083

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~~May 7, 2021 and thereafter, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.

Subsequent ~~measurement~~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, 2023 $ 4,583 $ 2,500 $ 7,083
Change in fair value of warrant liabilities
(366) (200) (566)
Fair value as of March 31, 2023 $ 4,217 $ 2,300 $ 6,517


	Public Warrants		Private Placement Warrants		Total Warrant Liability
Fair value as of January 1, 2024	$	3,208	$	1,750	$	4,958

Change in fair value of warrant liabilities	(2,250)		(1,228)		(3,478)
Fair value as of March 31, 2024	$	958	$	522	$	1,480

Note 12 – Stockholders' Equity

Preferred Stock

The board of directors of the Company is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the number of shares constituting such series and the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock. The powers (including voting powers), preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding. There was no preferred stock issued and outstanding as of March 31, 2024 or December 31, 2023.

Share Repurchase Program

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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)

On March 20, 2024, the Company announced that its Board of Directors has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $20.0 million of the Company's Class A common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The Company’s stock repurchase programs may be suspended, modified or discontinued by the Board at any time without prior notice at the Company's discretion. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

Note 1113 – Subsequent Events

~~The Company has~~On March 11, 2024, Blade entered into definitive agreements to acquire eight fixed-wing aircraft (the “Acquired Aircraft”) from M&N Equipment, LLC (“M&N”), Atlas Jet Inc. and Aviation Bridge, LLC for a combined purchase price of approximately $21.0 million, funded by the application of approximately $9.3 million in existing prepaid deposits under existing Capacity Purchase Agreements with M&N, and approximately $11.7 million in cash, subject to traditional closing conditions, inspections, holdbacks and adjustments. During the period from April 1, 2024 through May 2, 2024, Blade completed ~~an evaluation~~the acquisition of ~~all subsequent events through~~seven of the ~~filing~~eight aircraft, with the acquisition of ~~this Quarterly Report on Form 10-Q~~the remaining one aircraft expected to ~~ensure that these unaudited interim condensed consolidated financial statements include appropriate disclosure of events both recognized~~complete in the ~~unaudited interim condensed consolidated financial statements and events~~coming months. Blade intends to utilize the Acquired Aircraft, which ~~occurred but~~ were ~~not recognized in~~previously dedicated to Blade under existing Capacity Purchase Agreements, to support its Medical business line. The Acquired Aircraft will continue to be operated by the ~~unaudited interim condensed consolidated financial statements. The Company has concluded that no subsequent event has occurred that requires disclosure.~~same operator.

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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 December 31, ~~2022.~~2023.

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 may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, the markets in which we operate and the development of Electric Vertical Aircraft (“EVA”) technology. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Our operations and financial results are subject to various risks and uncertainties. The following are among those factors, but are not the only factors, that could adversely affect us and/or that may cause actual results to differ materially from such forward-looking statements:

•continued occurrence of significant losses, which we have experienced since inception;

•~~the impact of COVID-19 and its related effects on our results of operations, financial performance or other financial metrics;~~

•the markets in which we operate may fail to grow or may grow more slowly than expected;

•our ability to effectively market and sell air transportation as a substitute for conventional methods of transportation;

•changes in consumer preferences, discretionary spending and other economic conditions;

•reliance on certain customers which could impact our Passenger segment revenue;

•the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology;

•our ability to enter new markets and offer new routes and services;

•any adverse publicity stemming from accidents involving small aircraft, helicopters or charter flights and, in particular, any accidents involving our third-party operators;

•any change to the ownership of our aircraft and the operational and business challenges related thereto;

•effects of competition;

•our reliance on contractual relationships with certain transplant centers, hospitals and Organ Procurement Organizations;

•harm to our reputation and brand;

•our ability to provide high-quality customer support;

•our ability to maintain a high daily aircraft usage rate and to aggregate fliers on our by-the-seat flights;

•impact of natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints, geopolitical, and regulatory conditions or other circumstances on metropolitan areas and airports where we have geographic concentration;

•the effects of climate change;

•the availability of aircraft fuel;

•our ability to address system failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers;

•interruptions or security breaches of our information technology systems;

•our placements within mobile operating systems and application marketplaces;

•our ability to protect our intellectual property rights;

•our use of open source software;

•our ability to expand and maintain our infrastructure network;

•our ability to access additional funding;

•the increase of costs and risks associated with international expansion;

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•our ability to identify, complete and successfully integrate future acquisitions;

•our ability to manage our growth;

•increases in insurance costs or reductions in insurance coverage;

•the loss of key members of our management team;

•our ability to maintain our company culture;

•effects of fluctuating financial results;

•our reliance on third-party operators to provide and operate aircraft;

•the availability of third-party aircraft operators to match demand;

•disruptions to third-party operators and providers workforce;

•increases in insurance costs or reductions in insurance coverage for our third-party aircraft operators;

•the possibility that our third-party aircraft operators may illegally, improperly or otherwise inappropriately operate our branded aircraft;

•our reliance on third-party web service providers;

•changes in our regulatory environment;

•risk and impact of any litigation we may subject to;

•regulatory obstacles in local governments;

•the expansion of domestic and foreign privacy and security laws;

•the expansion of environmental regulation;

•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

•our ability to maintain effective internal controls and disclosure controls;

•changes in fair value of our warrants;

•changes to the price of our securities;

•the possibility that our warrants may expire worthless;

•our ability to redeem outstanding warrants;

•our intention to not declare any dividends in the foreseeable future;

•the possibility that we may issue additional equity securities;

•our use of ~~“emerging growth company” and~~ “smaller reporting company” exemptions from disclosure requirements;

•impact of our loss of “emerging growth company” status;

•provisions in our charter that may discourage unsolicited takeover proposals;

•provisions in our charter that designate exclusive forum; and

•the other factors described elsewhere in the Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition” or as described in the other documents and reports we file with the SEC.

Actual results, performance or achievements may differ materially, and potentially adversely, from any forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof and we disclaim any intention or obligation to update any forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

Overview

Blade ~~is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective~~Air Mobility, Inc. (“Blade” or the “Company”) provides air transportation ~~alternatives to some of~~and logistics for hospitals across 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~~United States, where it is one of the largest ~~air medical~~ transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the ~~world. Our~~Northeast United States, Southern Europe and Western Canada. Based in New York City, Blade's asset-light model, coupled with ~~our~~its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), ~~which is expected to enable~~enabling lower cost air mobility ~~to the public~~ that is both quiet and emission-free.

Blade operates in three key product lines across two segments (see Note 5 to the unaudited interim condensed consolidated financial statements included herein for further information on reportable segments):

2224

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Passenger segment

•Jet and Other – Consists principally of revenues from non-medical jet charter and 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.

Medical segment

~~Blade Europe Acquisition~~

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 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”). We refer to the three European legal entities (Blade Europe, Blade France and Blade Monaco) collectively as “Blade Europe”. These acquisitions are part of Blade’s growth strategy of leveraging its asset-light model, technology and recognized brand to aggregate the best 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. As a result of this acquisition and an Aircraft Operator Agreement Blade Europe entered into in connection with the acquisition, Blade gained the right to act as the exclusive air charter broker and/or reseller of air transportation services to be operated and provided by the operator partners at pre-negotiated fixed hourly rates and with a minimum number of annual flight hours guaranteed to the operators by Blade. The initial term of the Aircraft Operator Agreement ends on December 31, 2032 and it will automatically renew for successive three year periods.

Seats Flown

The following table reflects the key operating metric we use to evaluate the Passenger segment:

Three Months Ended
March 31,
2023 2022
Seats flown – all passenger flights 28,550 18,494


	Three Months Ended March 31,
		2024	2023
Seats flown – all passenger flights		27,708	28,550

We define “Seats flown — all passenger flights” (Seats Flown) as the total number of seats purchased by paying passengers on all flights, whether sold by-the-seat or within a charter arrangement. 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”~~Seats Flown 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~~which is captured by ~~“Seats flown — all passenger flights,” but has less impact on~~Seats Flown. Passenger revenue ~~which~~ is heavily influenced by the Jet and Other product lines where we typically fly fewer passengers over long distances at a high price. We believe the ~~“Seats flown — all passenger flights”~~Seats Flown metric is useful to investors in understanding the overall scale of our Passenger segment and trends in the number of passengers paying to use our service.

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~~Recent Developments — Impact of COVID-19~~

~~The COVID-19 Pandemic~~

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, drove the implementation 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 product line 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.

We began to see a recovery in Short Distance demand in Summer 2021 that has continued to date. However, future adverse developments related to the pandemic, such as the emergence of new viral strains that are not responsive to a vaccine, a sustained or increased reduction in business travel in favor of virtual meetings, or a decrease in demand for air travel from the public, could reduce demand for our Short Distance products and postpone our ability to launch route expansions.

Our Business Model

Blade leverages an asset-light business model: we ~~neither own nor operate aircraft. Pilots,~~primarily utilize aircraft that are owned and/or operated by third-parties on Blade’s behalf. In these arrangements, 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~~our customer 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.

WeWhen utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate 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~~provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements, which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods.

We also own a small number of fixed wing aircraft, operated and maintained by a third-party, that we utilize primarily for the Medical segment. We prioritize the use of owned aircraft and dedicated aircraft under capacity purchase agreements, which provide better economies of scale. We size our owned fleet and our commitments under capacity purchase

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agreements significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators.

Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights ~~coordinating~~with multiple operators ~~flying between terminals across our route network.~~around the world. We believe that this technology, which provides ~~us with enhanced~~(i) real-time tracking of organ transports and passenger flights; (ii) profit/loss information on a flight-by-flight basis; (iii) customized portals for all relevant parties including pilots, accounting teams, operator dispatch, transplant coordinators and Blade’s logistics ~~capabilities~~team; and ~~information from our fliers signaling their interest in new routes,~~(iv) a customer-facing app for passenger missions, 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, international expansion, 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.

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 expected 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 counteract the carbon emissions generated by our urban air mobility services.~~

Factors Affecting our Performance

Ability to attract and retain fliers in our Short Distance product line

Our success depends, in part, on our ability to cost-effectively attract new fliers, retainexistingfliers,andincreaseutilizationofourplatformbyexistingfliers.Historically,wehavemade,andexpectthatwewillneedtocontinuetomake,significantinvestmentsandimplementstrategicinitiativesinordertoattractnewfliers,suchasflieracquisitioncampaignsandthelaunchingofnewscheduledroutes.Theseinvestmentsandinitiativesmaynotbeeffectiveingeneratingsalesgrowthorprofits.Inaddition,marketingcampaignscanbeexpensiveandmaynotresultintheacquisitionofadditionalfliersinacost-effective manner, if at all. As our ~~services by current fliers. We plan to continue making significant investments and implementing strategic initiatives in order to~~brand becomes more widely known, future marketing campaigns or brand content may not attract new fliers ~~such~~at the same rate as pastcampaignsorbrandcontent.Ifweareunabletoattractnewfliers,ourbusiness,financialcondition,andresultsofoperationswillbeadverselyaffected.

Our fliers have a wide variety of options for transportation, including business aviation, commercial airlines, private aircraft operators, personal vehicles, rental cars, taxis,public transit, and ride-sharing offerings. To expand our flier ~~acquisition campaigns and the launching~~base, we must appeal to new fliers who have historically used other forms of ~~new scheduled routes. These investments and initiatives may not be effective in generating sales growth or profits. Moreover, if~~transportation. If fliers do notperceiveoururbanairmobilityservicestobereliable,safe,andcost-effective,orifwefailtooffernewandrelevantservicesandfeaturesonourplatform,wemaynotbeableto attract or retain fliers or increase their utilization of our platform.

~~Table~~ If we fail to continue to grow our flier base, retain existing fliers, or increase the overall utilization of ~~Contents~~our

platform, our business, financial condition, and results of operations could be adversely affected.

Ability to attract and retain customers in our MediMobility Organ Transport and Jet and Other product line

Our MediMobility Organ Transport product line primarily serves transplant centers, organ procurement organizations and hospitals. Transportation for the hearts, lungs and livers that make up the vast majority of this product 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 Organ Transport~~Medical Customers evaluate our performance.

The organ transportation market is highly competitive and we compete for organ transportation business primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable. We may face increased competition as our Medical Customers may prefer a streamlined logistics offering, including services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

We utilize the same aircraft and aircraft operators in the Jet and Other business line of our Passenger segment. Historically, the combination of our Passenger and MediMobility Organ Transport demand, has been enough to incentivize operators to

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provide dedicated aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. ~~Recent~~Periods of increased demand for private jets ~~has~~have historically led to increased charter costs and more limited availability in the spot jet charter ~~market, but~~market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed ~~prices.~~prices in recent periods, jet charter, which makes up the majority of our Jet and Other business line, is highly competitive and volumes and pricing have historically been significantly influenced by overall market supply and demand.

Impact of inflation to our business

We generally pay a fixed hourly rate to our third-party operators, based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. For our owned aircraft, we will be more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance.

We have historically passed through cost inflation to customers and most contracts with our MediMobility Organ Transport Customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Passenger Expansion into New Geographic Markets

Our Passenger segment growth plan is focused on dense urban areas, primarily those with existing air transportation infrastructure that are facing increasing ground congestion. Growth in our Passenger segment will depend in part on our ability to successfully enter into new markets, create and introduce new routes, and expand our existing routes byadding more frequent flights. In these areas, our 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. Significant changes to our existing routes or the introduction of new and unproven routes may require us to obtain and maintain applicablepermits, authorizations, or other regulatory approvals. 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.

If these new or expanded routes are unsuccessful or fail to attract a sufficient number of fliers to be profitable, or we are unable to bring new or expanded routes to market efficiently, our business, financial condition, and results of operations could be adversely affected. Furthermore, new third-party aircraft operator or flier demands regarding our services, including the availability of superior routes or a deterioration in the quality of our existing routes, could negatively affect the attractiveness of our platform and the economics of our business and require us to make substantial changes to and additional investments in our routes or our business model. 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.

Development, approval and acceptance of EVA for commercial service

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, EVA involves a complex set of technologies, which we rely on original equipment manufacturers ~~individual~~(“OEMs”) to develop and our third-party aircraft operators ~~that will purchase~~to adopt. However, before EVA ~~and pilots~~can fly passengers or cargo, OEMs must receive requisite approvals from federal transportation ~~authorities before EVA can fly passengers.~~authorities. No EVA aircraft are currently certified by the FAA for commercial operations in the United States, and there is no assurance that OEM research and development will result in government certified aircraft that are market-viable or commercially successful in a timely manner, or at all. In order to gain government certification, the performance, reliability, and safety of EVA must be proven, none of which can be assured. Even if EVA aircraft are certified, individual operators must conform EVA aircraft to their licenses, which requires FAA approval, and individual pilots also must be licensed and approved by the FAA to fly EVA aircraft, which could contribute to delays in any widespread use of EVA and potentially limit the number of EVA operators available to our business. 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.

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We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. In our Passenger segment, we believe our existing Short Distance routes will be compatible with EVA, which are initially expected to have a limited range, and our existing terminal space will accommodate EVA. Additionally, we believe that the last-mile transports we perform using helicopters or ground vehicles in our Medical segment may be compatible with EVA, reducing organ transport time and cost for our customers. 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

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to helicopters. Moreover, Blade’s asset-light business model and technology platform are operator and aircraft agnostic, enabling a seamless transition to EVA.

Seasonality

Passenger segment

Historically, we have experienced significant seasonality in our Short Distance product line 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).

Jet and Other revenue has historically been stronger in the first and fourth quarter (Q1 and Q4) given that our by-the-seat jet service between New York and South Florida has historically operated only between November and April. We discontinued this service in Q4 2023 and do not expect the seasonality in our Jet and Other revenue to be significant in 2024.

Medical segment

Historically, seasonality in our MediMobility Organ Transport ~~demand~~business has not been ~~seasonal.~~significant.

Key Components of the Company’s Results of Operations

Revenue

Short Distance products 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 aswhen 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 aswhen the service is completed.

Cost of Revenue

Cost of revenue consists of flight costs paid to operators of aircraft and cars, landing fees, depreciation for cars, ROU asset amortization and internal costs incurred in generating organ 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.~~and capitalized software amortization costs.

General and Administrative

General and administrative expenses principally include staff costs including stock-based compensation, depreciation and amortization, impairment of intangible assets, directors and officers insurance costs, professional fees, credit card processing fees and establishment costs.

Selling and Marketing

Selling and marketing expenses consist primarily of advertising costs, staff costs including stock-based compensation, marketing expenses, sales commissions and promotion costs. 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.

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Results of Operations

The following table presents our ~~unaudited interim condensed~~ consolidated statements of operations for the periods indicated:

Three Months Ended March 31,

Three Months Ended
March 31,

2023

2022

(in thousands)

Revenue

45,271

26,630

Operating expenses

Cost of revenue

38,107

23,707

Software development

1,123

835

Software development

General and administrative

16,257

13,978

Selling and marketing

2,611

1,800

Selling and marketing

Total operating expenses

58,098

40,320

Loss from operations

(12,827)

(13,690)

Other non-operating income (expense)

Loss from operations

Other non-operating income

Interest income, net

1,954

264

Change in fair value of warrant liabilities

566

2,550

Change in fair value of warrant liabilities

Realized loss from sales of short-term investments

(81)

(136)

Realized loss from sales of short-term investments

Total other non-operating income

2,439

2,678

Loss before income taxes

(10,388)

(11,012)

Loss before income taxes

Income tax benefit

(196)

—

Income tax benefit

Net loss

(10,192)

(11,012)

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Comparison of the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023

Revenue

Disaggregated revenue by product line was as follows:

Three Months Ended
March 31,
2023 2022 % Change
(in thousands, except percentages)
Product Line:
Short Distance $ 10,425 $ 4,203 148 %
Jet and Other(1) 8,079 9,752 (17) %
MediMobility Organ Transport(1) 26,767 12,675 111 %
Total Revenue $ 45,271 $ 26,630 70 %
~~__________~~

~~(1) Prior period amounts have been updated to conform to current period presentation.~~


	Three Months Ended March 31,
	2024		2023		% Change
	(in thousands, except percentages)
Product Line:
Short Distance	$	9,810	$	10,425	(6)	%
Jet and Other	5,678		8,079		(30)	%
MediMobility Organ Transport	36,026		26,767		35	%
Total Revenue	$	51,514	$	45,271	14	%

For the three months ended March 31, ~~2023~~2024 and ~~2022, revenue increased by $18.6 million or 70%, from $26.6 million in 2022 to $45.3 million in 2023.~~

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~~Short Distance~~2023, revenue increased by $6.2 million or 14%, from $45.3 million in 2023 ~~an increase of 148%, from $4.2~~to $51.5 million in ~~2022 to~~2024.

Short Distance revenue decreased by $0.6 million or 6% from $10.4 million in ~~2023. Growth~~2023 to $9.8 million in ~~Short Distance~~2024. The decrease was primarily driven by ~~the acquisition~~lower activity of ~~Blade~~ Europe for a $0.6 million decrease, mostly due to significant weather impacts, and lower activity in ~~September 2022 and increased passenger volumes~~Canada for ~~Blade Canada and~~a $0.4 million decrease. These were partially offset by growth in our New York ~~by-the-seat~~ airport transfer ~~products.~~products for a $0.3 million increase and a $0.1 million increase in other US Short Distance.

Jet and Other revenue decreased by ~~$1.7~~$2.4 million or 30% from $8.1 million in 2023 ~~a decrease of (17)%, from $9.8~~to $5.7 million in ~~2022 to $8.1 million in 2023.~~2024. The decrease was driven primarily by ~~lower flight volumes~~the discontinuation of our seasonal by-the-seat jet service between New York and South Florida, resulting in a ~~lower average price per trip.~~

$2.9 million decrease, partially offset by growth in Jet charters of $0.3 million and growth in brand partnership revenues of $0.2 million.

MediMobility Organ Transport revenue increased by ~~$14.1~~$9.3 million or 35% from $26.8 million in 2023 ~~an increase of 111% from $12.7~~to $36.0 million in ~~2022 to $26.8 million in 2023. Growth in MediMobility Organ Transport~~2024. The growth was driven primarily by the addition of new hospital clients ~~and growth within~~resulting in a $3.8 million increase, higher activity from existing clients, ~~both~~resulting in ~~terms of trip volume and average price per trip~~a $2.1 million increase, as hospitals accepted more organs for transplant involving longer travel ~~distances.~~

distances, increasing average flight hours per trip, higher revenue per flight hour resulting in a $1.0 million increase and an increase in ground revenue for $2.0 million (from both existing and new clients).

Cost of Revenue


		Three Months Ended March 31,
		2023			2022			% Change
		(in thousands, except percentages)
	Three Months Ended March 31,

2024
2024														2023				% Change
	(in thousands, except percentages)																		(in thousands, except percentages)
Cost of revenue	Cost of revenue	$	38,107		$	23,707		61	%	Cost of revenue	$	41,375	$		$	38,107	9			9	%
Percentage of revenue	Percentage of revenue	84		%	89		%

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, cost of revenue increased by ~~$14.4~~$3.3 million or ~~61%~~9%, from ~~$23.7~~$38.1 million during ~~2022~~2023 to ~~$38.1~~$41.4 million in ~~2023~~2024 driven by increased flight volume and an increase in the average ~~price per trip.~~

Medical flight distance.

Cost of revenue as a percentage of revenues decreased by 54 percentage points from ~~89%~~84% to ~~84%. This change is~~80%, attributable primarily to ~~(i)~~increased use of dedicated aircraft (which typically have lower costs per flight hour and enhanced economies of scale) and increased revenue per flight hour in our Medical business, these improvements were partially offset by higher passenger utilization at Blade Canada in the current year period, compared with the three months ended March 31, 2022 which was negatively impacted by the COVID-19 Omicron variant; and (ii) the acquisition of Blade Europe, which operates at a lower cost of revenue as a ~~percentage~~percent of revenue ~~compared with our Short Distance and Medical products.~~

~~Software Development~~

Three Months Ended
March 31,
2023 2022 % Change
(in thousands, except percentages)
Software development $ 1,123 835 34 %
Percentage of revenue 2 % 3 %

~~For the three months ended March 31, 2023 and 2022, software development costs increased by $0.3 million, or 34%, from $0.8 million during 2022 to $1.1 million~~ in ~~2023, attributable primarily to a $0.3 million increase in consulting costs related to improvements to our software following our expansion to~~ Europe and ~~Canada.~~Canada compared to the same period last year.

~~General and Administrative~~

Three Months Ended
March 31,
2023 2022 % Change
(in thousands, except percentages)
General and administrative $ 16,257 $ 13,978 16 %
Percentage of revenue 36 % 52 %

~~For the three months ended March 31, 2023 and 2022, general and administrative expense increased by $2.3 million, or 16%, from $14.0 million during 2022 to $16.3 million in 2023.~~

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The primary drivers of the net increase were: (i) a $1.9 million increase in staff costs attributable to new hires in order to support our significant growth, both organically and through our acquisition of Blade Europe (September 2022); (ii) a $0.9 million increase in stock-based compensation costs; (iii) a $0.6 million increase for accruals related to our short term incentive plan for the year 2023; (iv) a $0.5 million increase in intangibles amortization costs as a result of our acquisition of Blade Europe, which did not exist in the prior year period; (v) a $0.4 million increase in rent and lease costs attributable to new leases; and (vi) a $0.9 million increase across other various general and administrative items in line with the company’s growth and geographical expansion; those increases were partially offset by a $2.2 million decrease in non-recurring legal and M&A transaction fees incurred in the prior year period and a $0.8 million decrease in other recurring corporate costs.Software Development

~~Selling and Marketing~~

Three Months Ended
March 31,
2023 2022 % Change
(in thousands, except percentages)
Selling and marketing $ 2,611 $ 1,800 45 %
Percentage of revenue 6 % 7 %


	Three Months Ended March 31,
	2024			2023		% Change
	(in thousands, except percentages)
Software development	$	670		1,123		(40)	%
Percentage of revenue	1		%	2	%

For the three months ended March 31, 2024 and 2023, ~~and 2022, selling and marketing expense increased by $0.8~~software development costs decreased $0.5 million, or ~~45%~~40%, from ~~$1.8~~$1.1 million during ~~2022~~2023 to ~~$2.6~~$0.7 million in ~~2023. The increase is~~2024, attributable primarily ~~to: (i)~~to a $0.3 million increase in sales commissions attributable to MediMobility Organ Transport revenue growth from new clients, and to Blade Europe (which was acquired after prior year period) where certain hotels earn commissions for facilitating transactions; and (ii) a $0.3 million increasedecrease in staff and contractors costs ~~due~~and a decrease of $0.2 million in stock-based compensation costs (due to ~~increased headcount.~~a forfeiture).

~~Other non-operating income (expense)~~General and Administrative

Three Months Ended
March 31,
2023 2022 % Change
(in thousands, except percentages)
Interest income, net $ 1,954 $ 264
Change in fair value of warrant liabilities 566 2,550
Realized loss from sales of short-term investments (81) (136)
Total other non-operating income $ 2,439 $ 2,678 (9)%


	Three Months Ended March 31,
	2024			2023			% Change
	(in thousands, except percentages)
General and administrative	$	17,209		$	16,257		6	%
Percentage of revenue	33		%	36		%

For the three months ended March 31, 2024 and 2023, general and administrative expense increased by $1.0 million, or 6%, from $16.3 million in 2023 to $17.2 million in 2024.

The primary driver for the increase was a $2.0 million increase in staff costs, of which $1.5 million is attributable to stock-based compensation and $0.5 million is attributable to increased headcount to support growth in Medical. Those increases were partially offset by a $0.6 million decrease in legal and insurance expense and a $0.3 million decrease in intangibles amortization costs.

Selling and Marketing


	Three Months Ended March 31,
	2024			2023			% Change
	(in thousands, except percentages)
Selling and marketing	$	2,128		$	2,611		(18)	%
Percentage of revenue	4		%	6		%

For the three months ended March 31, 2024 and 2023, selling and marketing expense decreased by $0.5 million, or 18%, from $2.6 million in 2023 to $2.1 million in 2024. The decrease is attributable primarily to a $1.0 million decrease in marketing expenses, primarily driven by the discontinuation of seasonal jet service between New York and South Florida. This decrease was partially offset by a $0.5 million increase in staff costs, inclusive of stock-based compensation and sales commissions.

Other non-operating income (expense)


	Three Months Ended March 31,
	2024		2023		% Change
	(in thousands, except percentages)
Interest income, net	$	2,072	$	1,954
Change in fair value of warrant liabilities	3,478		566
Realized loss from sales of short-term investments	—		(81)
Total other non-operating income	$	5,550	$	2,439	128%

For the three months ended March 31, 2024 and 2023, other non-operating income ~~consisted of: (i) $2.0~~increased by $3.1 million, ~~interest income, net of interest expense attributable~~or 128% from $2.4 million in 2023 to ~~higher interest rates on our short-term investments and our money market funds~~$5.6 million in 2024. This increase was driven primarily by a $2.9 million decrease in the ~~current year period; (ii) $0.6 million non-cash income due to~~ fair value ~~revaluation~~ of our warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market ~~price; and (iii) $0.1 million realized loss from the sales of~~price. Interest income associated with our short-term investments ~~during the quarter.~~

and money market accounts also increased $0.1 million.

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Segment Results of Operations

We operate our business as two reportable segments - Passenger and Medical. For additional information about our segments, see Note 5 - “Segment and Geographic Information” in the notes to the unaudited interim condensed consolidated financial statements of this Quarterly Report on Form 10-Q.

Segment Revenue ~~Segment Flight Profit~~ and Segment ~~Flight Margin~~Adjusted EBITDA

The following table presents our segment results for the periods indicated (in thousands, except percentages):


		Three Months Ended March 31,
		Three Months Ended March 31,
		2023			2022			% Change
		Three Months Ended March 31,

		Three Months Ended March 31,
		2024
		2024
		2024
		(in thousands, except percentages)
		(in thousands, except percentages)
		(in thousands, except percentages)
Segment Revenue	Segment Revenue
Passenger	Passenger	$	18,504		$	13,955		33	%
Passenger
Passenger
Medical
Medical
Medical	Medical	26,767			12,675			111	%
Total revenue	Total revenue	$	45,271		$	26,630		70	%
Total revenue
Total revenue

Segment Adjusted EBITDA

Segment Adjusted EBITDA

Segment Adjusted EBITDA
Passenger
Passenger
Passenger
Medical
Medical
Medical
Adjusted unallocated corporate expenses and software development (1)
Adjusted unallocated corporate expenses and software development (1)
Adjusted unallocated corporate expenses and software development (1)
Adjusted EBITDA(2)
Adjusted EBITDA(2)
Adjusted EBITDA(2)

Segment Adjusted EBITDA Margin(3)

Segment Adjusted EBITDA Margin(3)

Segment Adjusted EBITDA Margin(3)
Passenger
Passenger
Passenger
Medical
Medical
Medical
Adjusted EBITDA Margin
Adjusted EBITDA Margin
Adjusted EBITDA Margin

Segment Flight Profit
Passenger		$	2,812		$	689		308	%
Medical		4,352			2,234			95	%
Total Flight Profit		$	7,164		$	2,923		145	%
(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations. (2) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure. (3) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Segment Adjusted EBITDA is defined as segment Adjusted EBITDA as a percentage of segment revenue.

Segment Flight Margin
Passenger		15.2		%	4.9		%
Medical		16.3		%	17.6		%
Total Flight Margin		15.8		%	11.0		%
(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations. (2) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure. (3) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Segment Adjusted EBITDA is defined as segment Adjusted EBITDA as a percentage of segment revenue.

(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations. (2) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure. (3) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Segment Adjusted EBITDA is defined as segment Adjusted EBITDA as a percentage of segment revenue.

Passenger segment

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, Passenger revenue ~~increased~~decreased by ~~$4.5~~$3.0 million or ~~33%~~16%, from ~~$14.0 million in 2022 to~~ $18.5 million in ~~2023.~~2023 to $15.5 million in 2024. The ~~increase~~decrease was attributable to a ~~$6.2~~$0.6 million ~~increase~~decrease in Short Distance ~~offset by~~and a $2.4 million decrease ~~of $1.7 million~~ in Jet and Other. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended March 31, ~~2023~~2024 and ~~2022—~~2023—Revenue” for more details.

Passenger ~~Flight Profit increased~~Adjusted EBITDA improved by ~~$2.1~~$0.4 million or ~~308%~~13% for the three months ended March 31, ~~2023,~~2024 from ~~$0.7~~$(3.1) million in the same period of ~~2022~~2023 to ~~$2.8~~$(2.7) million in ~~2023.~~ 2024.The ~~increase was~~improvement is primarily attributable ~~primarily~~ to ~~the acquisition~~a $1.0 million decrease in marketing expenses and a $0.2 million decrease in personnel costs. These were partially offset by higher effective cost of ~~Blade Europe in September 2022,~~revenue per flight attributable to difficult weather, which ~~was not included in~~drove high cancellation rates compared to the prior year period ~~and improvement at Blade Canada, partially offset by~~for a ~~lower profit contribution from our seasonal jet services.~~

Passenger Flight Margin increased from 4.9% in the three months ended March 31, 2022 to 15.2% in the same period in 2023. The increase was attributable primarily to: (i) Blade Canada moving to positive margin in 2023, due to higher passenger utilization, from negative margin in the three months ended March 31, 2022, which was negatively impacted by the COVID-19 Omicron variant; and (ii) the acquisition of Blade Europe, which operates at higher flight margins than our company average; partially offset by a negative margin impact driven by lower utilization in our seasonal jet service.

$0.7 million impact.

Medical segment

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, Medical revenue increased by ~~$14.1~~$9.3 million or ~~111%~~35%, from ~~$12.7 million in 2022 to~~ $26.8 million in ~~2023.~~2023 to $36.0 million in 2024. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended March 31, ~~2023~~2024 and ~~2022—~~2023—Revenue” for more details.

Medical ~~Flight Profit~~Adjusted EBITDA increased by ~~$2.1~~$2.5 million or ~~95%~~135%, for the three months ended March 31, ~~2023,~~2024 from ~~$2.2~~$1.9 million in the same period of ~~2022~~2023 to $4.4 million in ~~2023. The~~2024. $3.7 million of the increase ~~was~~is attributable ~~primarily to increased revenue from new~~to: (i) larger volume for both air and ~~existing clients.~~

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~~Medical Flight Margin decreased~~ground missions, from ~~17.6% in the three months ended March 31, 2022 to 16.3% in the same period in 2023. The decrease was attributable primarily to faster than expected acquisition of~~ new ~~clients~~ and ~~faster than expected growth within~~ existing clients (ii) increased average air trip distance (iii) lower effective cost of revenue per flight due to higher utilization of dedicated aircraft, which ~~necessitated greater use of non-dedicated aircraft at~~typically have lower cost per flight ~~margins.~~hour. Those increases were partially offset by a $1.2 million increase in fixed costs, primarily staff costs in order to support the higher activity.

~~Segment~~ Adjusted EBITDA, Flight Profit and Flight Margin

~~Segment~~The following table presents our consolidated Adjusted EBITDA, is defined as segment net income (loss) excluding non-cash items or certain transactions that are not indicative of ongoing Company operating performance and/or items that management does not believe are reflective of our ongoing core operations.Flight Profit and Flight Margin results:

Three Months Ended March 31,
2023 2022 % Change
Segment net income (loss)
Passenger $ (5,118) $ (5,516) 7 %
Medical 1,637 522 214 %
Total segment net loss $ (3,481) $ (4,994) 30 %
Segment Adjusted EBITDA(1)
Passenger $ (3,055) $ (2,609) (17) %
Medical 1,880 951 98 %
Total segment Adjusted EBITDA $ (1,175) $ (1,658) 29 %

~~__________~~




	Three Months Ended March 31,
	2024			2023			% Change
	(in thousands, except percentages)
Adjusted EBITDA(1)	$	(3,546)		$	(7,724)		(54)	%
Flight Profit(1)	$	10,139		7,164			42	%
Flight Margin(1)	19.7		%	15.8		%

(1) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly

comparable GAAP financial measure.

~~Passenger segment~~Comparison of the Three Months Ended March 31, 2024 and 2023

~~For~~Adjusted EBITDAimproved by $4.2 million for the three months ended March 31, 2024 from $(7.7) millionin the same period of 2023 ~~and 2022, Passenger net loss decreased by $0.4 million or 7%, from $(5.5)~~to $(3.5) million in ~~2022~~2024. The improvement is primarily attributable to ~~$(5.1)~~improvements in both Passenger and Medical Adjusted EBITDA (refer to the discussion above), coupled with a $1.2 million decrease in ~~2023. The decrease is~~Adjusted unallocated corporate costs and software development, attributable primarily to ~~a $2.1~~$0.6 million increase in Flight Profit, driven by the acquisition of Blade Europe and improved Flight Profit for Blade Canada, partially offset by increased fixed costs related to the acquisition of Blade Europe, which operated at a net loss during the quarter due to seasonably low Flight Profit that did not cover fixed costs during this period, as expected. Increase in staff costs (partially due to the 2023 short term incentive plan) and in marketing costs were fully offset by decrease in professional ~~fees (due to less legal~~services and ~~M&A fees~~insurance and $0.5 million decrease in ~~the current year period).~~staff costs;

~~Passenger Adjusted EBITDA decreased~~Flight Profit increased by ~~$0.4~~$3.0 million or ~~(17)% from $(2.6) million in 2022 to $(3.1) million in 2023.The decrease is attributable to a $2.1 million increase in Flight Profit, driven by the acquisition of Blade Europe and improved Flight Profit~~42% for Blade Canada, which was more than offset by: (i) increased fixed costs related to the acquisition of Blade Europe which operated at a net loss during the quarter due to seasonably low Flight Profit that did not cover fixed costs during this period, as expected; (ii) increased staff costs, partially due to the 2023 short term incentive plan; and (iii) increased marketing costs.

~~Medical segment~~

~~For~~ the three months ended March 31, 2024 from $7.2 millionin the same period of 2023 ~~and 2022, Medical net income increased by $1.1 million or 214%, from $0.5~~to $10.1 million in ~~2022 to $1.6 million in 2023.~~2024. The increase ~~is attributable to~~was driven by (i) higher volumes of Medical air and ground missions, from new and existing clients; (ii) increased average air trip distance for Medical flights; and (iii) a ~~$2.1 million increase in Flight Profit~~lower effective cost of revenue per flight for Medical flights, due to higher ~~revenue with the addition~~utilization of ~~new clients, growth within existing clients and organ transplant market growth,~~dedicated aircraft, which typically have lower cost per flight hour. This was partially offset by ~~a $1.0 million increase~~higher effective flight cost per hour in ~~fixed costs, primarily staff costs.~~Europe due to difficult weather, which drove high cancellation rates compared to the prior year period, and lower load factor in Canada’s by-the-seat flights compared to the prior year period.

~~Medical Adjusted EBITDA~~Flight Margin increased ~~by $0.9 million or 98%~~from 15.8%to 19.7%, ~~from $1.0 million in 2022 to $1.9 million in 2023. The increase is~~primarily attributable to ~~$2.1 million increase in Flight Profit due to~~increased use of dedicated aircraft (which are more cost efficient) for Medical flights and higher revenue ~~with the addition of new clients, growth within existing clients and organ transplant market growth,~~per Medical flight hour. This was partially offset by ~~a $1.1 million increase~~higher effective cost of revenue per flight in ~~fixed costs excluding one time transactions, amortization~~Europe due to difficult weather (which drove higher cancellation rates) and ~~shares based compensation.~~lower load factor in Canada’s by-the-seat flights.

Reconciliation of Non-GAAP Financial Measures

Certain non-GAAP measures included in this segment results of operations review have been derived from amounts calculated in accordance with GAAP but are not themselves GAAP measures. Blade believes that the non-GAAP measure discussed below,

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viewed in addition to and not in lieu of our reported U.S. GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP ~~measure~~measures presented herein may not be comparable to similarly titled measures presented by other companies. ~~This includes Segment~~These include Adjusted EBITDA, Flight Profit and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.

~~Segment~~ Adjusted EBITDA

~~Segment~~ Adjusted EBITDA is defined as ~~segment~~ net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income ~~(loss) excluding non-cash~~and expense, (5) income tax, (6) realized gains and losses on short-term investments, and (7) certain other non-recurring items ~~or certain transactions~~(shown below) that management does not believe are ~~not~~ indicative of ongoing Company operating performance and ~~/ or items that management does not believe are reflective~~would impact the comparability of ~~our ongoing core operations (as shown in the table below).~~results between periods.

Three Months Ended March 31, 2023 Three Months Ended March 31, 2022
Passenger Medical Passenger Medical
Segment net income (loss) $ (5,118) $ 1,637 $ (5,516) $ 522
Reconciling items:
Depreciation and amortization 1,134 466 734 376
Stock-based compensation 360 116 426 53
Legal and regulatory advocacy fees(1) 423 — 1,747 —
Executive severance costs 146 — — —
Contingent consideration compensation (earn-out)(2) — (339) — —
Segment Adjusted EBITDA $ (3,055) $ 1,880 $ (2,609) $ 951

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~~__________~~


	Three Months Ended March 31,
	2024			2023
	(in thousands)
Net loss	$	(4,234)		$	(10,192)
Add (deduct):
Depreciation and amortization	1,594			1,652
Stock-based compensation	4,543			3,221
Change in fair value of warrant liabilities	(3,478)			(566)
Realized loss from sales of short-term investments	—			81
Interest income, net	(2,072)			(1,954)
Income tax benefit	(84)			(196)
Legal and regulatory advocacy fees (1)(2)	123			423
Executive severance costs	—			146

Contingent consideration compensation (earn-out) (3)	—			(339)


M&A transaction costs	62			—



Adjusted EBITDA	$	(3,546)		$	(7,724)
Revenue	$	51,514		$	45,271
Adjusted EBITDA as a percentage of revenue	(7)		%	(17)		%

(1) ~~Represents certain~~For the three months ended March 31, 2024, represents legal ~~and regulatory~~ advocacy fees ~~for specific matters (primarily~~related to the ~~proposed restrictions at East Hampton Airport~~Drulias lawsuit (see “— Legal and ~~the potential operational restrictions on large jet aircraft at Westchester Airport)~~Environmental” within Note 9) that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(2) For the three months ended March 31, 2023, represents certain legal and regulatory advocacy fees for the proposed restrictions at East Hampton Airport and the potential operational restrictions on large jet aircraft at Westchester Airport, that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business. It is worth noting that we do not anticipate incurring any further legal fees related to the Westchester litigation.

(3) Represents a credit recorded in connection with the settlement of the equity-based portion of Trinity's contingent consideration that was paid in the first quarter of 2023 in respect of 2022 results. 2023 was the last year subject to an earn-out payment.

Flight Profit and Flight Margin

Flight Profit is calculated as revenue less cost of revenue. Flight Margin is calculated as Flight Profit divided by revenue.

Flight Profit and Flight Margin are measures that management uses to assess the performance of the business. Blade believes that Flight Profit and Flight Margin provide a useful measure of the profitability of the Company's flight and ground operations, as they focus solely on the direct variable costs associated with those operations.

Gross Profit

Gross Profit, which is the most directly comparable GAAP financial measure to Flight Profit, is calculated as revenue less cost of revenue and other costs directly related to revenue generating transactions which primarily includes credit card processing fees, depreciation and amortization, staff costs including stock-based compensation, commercial costs and establishment costs. The reconciliation of gross profit to Flight Profit can be found in the table below.

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	Three Months Ended March 31,
	2024			2023
	(in thousands)
Revenue	$	51,514		$	45,271
Less:
Cost of revenue (1)	41,375			38,107
Depreciation and amortization	1,240			1,471
Stock-based compensation	78			40
Other (2)	2,969			2,424
Gross Profit	$	5,852		$	3,229
Gross Margin	11.4		%	7.1		%

Gross Profit	$	5,852		$	3,229
Reconciling items:
Depreciation and amortization	1,240			1,471
Stock-based compensation	78			40
Other (2)	2,969			2,424
Flight Profit	$	10,139		$	7,164
Flight Margin	19.7		%	15.8		%

(1) Cost of revenue consists of flight costs paid to operators of aircraft and cars, landing fees, depreciation for cars, ROU asset amortization and internal costs incurred in generating organ ground transportation revenue using the Company's owned cars.

(2) Other costs include credit card processing fees, staff costs, commercial costs and establishment costs.

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~~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 March 31, 2023. These unaudited quarterly disaggregated revenue by product line have been prepared on the same basis as our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended
March 31,
2023 December 31,
2022 September 30,
2022 June 30,
2022
(in thousands)
Passenger Segment
Short Distance $ 10,425 $ 9,418 $ 20,402 $ 10,963
Jet and Other 8,079 7,081 5,101 7,421
Total $ 18,504 $ 16,499 $ 25,503 $ 18,384
Medical Segment
MediMobility Organ Transport $ 26,767 $ 21,636 $ 20,219 $ 17,249
Total $ 26,767 $ 21,636 $ 20,219 $ 17,249
Total Revenue $ 45,271 $ 38,135 $ 45,722 $ 35,633

Three Months Ended
March 31,
2022 December 31,
2021 September 30,
2021 June 30,
2021
(in thousands)
Passenger Segment
Short Distance $ 4,203 $ 6,255 $ 13,403 $ 5,798
Jet and Other(1) 9,752 8,541 4,668 5,603
Total $ 13,955 $ 14,796 $ 18,071 $ 11,401
Medical Segment
MediMobility Organ Transport(1) $ 12,675 $ 9,822 $ 2,245 $ 1,550
Total $ 12,675 $ 9,822 $ 2,245 $ 1,550
Total Revenue $ 26,630 $ 24,618 $ 20,316 $ 12,951
~~__________~~

~~(1) Prior period amounts have been updated to conform to current period presentation.~~

Liquidity and Capital Resources

Sources of Liquidity

On May 7, 2021 the Company raised $333.3 million in net proceeds upon the consummation of the merger with Experience Investment Corp. (“EIC”) and the sale of common stock through a private investment in public equity (“PIPE”) financing. As of March 31, ~~2023~~2024 and December 31, ~~2022~~2023, we had total liquidity of ~~$176.9~~$151.0 million and ~~$194.0~~$166.1 million, respectively, consisting of cash and cash equivalents of ~~$41.7~~$36.8 million and ~~$43.3~~$27.9 million, respectively, and short-term investments of ~~$135.2~~$114.2 million and ~~$150.7~~$138.3 million, respectively. In addition, as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had restricted cash of ~~$2.1~~$1.3 million and $1.1 million, respectively. As of March 31, ~~2023, $135.2~~2024, $114.2 million of short-term investments consisted of securities that are traded in highly liquid markets.

With ~~$176.9~~$151.0 million of total liquid funds as of March 31, ~~2023,~~2024, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date of filing this Quarterly Report.

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Liquidity Requirements

As of March 31, ~~2023~~2024, the Company had net working capital of ~~$186.0~~$170.8 million, zero debt, cash and cash equivalents of ~~$41.7~~$36.8 million and short-term investments of ~~$135.2~~$114.2 million. The Company had net losses of ~~$10.2~~$4.2 million and ~~$11.0~~$10.2 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, 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 March 31, ~~2023~~2024, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees of ~~$9.2~~$16.4 million and ~~$24.7~~$22.5 million for the years ending December 31, ~~2023~~2024 and ~~2024,~~2025, respectively, ~~$0.2~~$10.2 million and ~~$16.5~~$16.1 million, respectively, of which may be cancelled by us immediately if a government authority enacts travel restrictions and ~~nil~~$1.9 million and ~~$11.8~~$0.0 million, respectively, 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 89 to the ~~unaudited interim condensed~~ consolidated financial statements for additional information and for information about future periods. Additionally, the Company has operating lease obligations related to real estate ~~leases~~and vehicles with expected annual minimum lease payments of ~~$1.5~~$0.7 million and ~~$1.4~~$0.9 million for the years ending December 31, ~~2023~~2024 and ~~2024,~~2025, respectively. See Note 3 “Right-of-Use Asset and Operating Lease Liability” to the unaudited interim condensed consolidated financial statements for additional information and for information about future periods.

We have non-cancellable commitments which primarily relate to cloud services and other items in the ordinary course of business. The amounts are determined based on the non-cancellable quantities to which we are contractually obligated. In December 2023, the Company entered into a technology service agreement with a vendor for cloud computing services where we are committed to spend $0.3 million and $1.1 million for the years ending December 31, 2024 and 2025, respectively.

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. Our longer term liquidity requirement 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:

Three Months Ended March 31,

2023

2022

(in thousands, except percentages)

Three Months Ended March 31,

2024

(in thousands)

Net cash used in operating activities

(16,855)

(10,065)

Net cash provided by investing activities

16,275

10,997

Net cash (used in) / provided by financing activities

(27)

Net cash provided by investing activities

Net cash provided by / (used in) financing activities

Effect of foreign exchange rate changes on cash balances

Net increase (decrease) in cash and cash equivalents and restricted cash

(604)

951

Net increase (decrease) in cash and cash equivalents and restricted cash

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Cash Used In Operating Activities

For the three months ended March 31, 2024, net cash used in operating activities was $15.6 million, driven by a net loss of $4.2 million and $12.2 million of cash used for working capital requirements, adjusted for non-cash items consisting of stock-based compensation expense of $4.3 million, depreciation and amortization of $1.6 million, non-cash accretion of interest income on held-to-maturity securities of $1.5 million, income from change in fair value of warrant liabilities of $3.5 million, and a deferred tax benefit of $0.1 million. The $12.2 million of cash used for working capital requirements was primarily driven by a decrease in accounts payable and accrued expenses of $10.2 million, driven by the cash payment for the Trinity contingent consideration compensation and for the 2023 short term incentive plan, an increase in accounts receivable of $2.6 million (attributable to the revenue growth in the Medical segment), and an increase in prepaid expenses and other current assets of $0.4 million, driven by prepayments made to operators in connection with capacity purchase agreements; partially offset by an increase in deferred revenue of $1.2 million (driven by client prepayments).

For the three months ended March 31, 2023, net cash used in operating activities was $16.9 million, primarily driven by a net loss of $10.2 million and $9.5 million of cash used for working capital requirements, ~~and a net loss of $10.2 million,~~ adjusted for non-cash items consisting of stock-based compensation expense of $3.2 million, depreciation and amortization of $1.7 million, accretion of interest income on held-to-maturity securities of $1.4 million, income from change in fair value of warrant liabilities of $0.6 million, ~~stock-based compensation expense of $3.2 million, depreciation and amortization of $1.7 million,~~ realized loss of $0.1 million from the sale of short-term investments, ~~$1.4 million non-cash accretion of interest income on held-to-maturity securities~~ and a deferred tax benefit of $0.2 million. The $9.5 million of cash used for working capital requirements was primarily driven by an increase in accounts receivable of $5.6 million, ~~(attributable~~due to the rapid ~~revenue~~ growth in MediMobility Organ ~~Transport), an increase in prepaid expenses and other current assets of $1.6 million (driven by prepayments to operators in connection with capacity purchase agreements) and~~Transport, a decrease in accounts payable and accrued expenses of $3.4 million (driven by the payment of the Trinity contingent consideration compensation payment and the 2022 ~~short-term~~short term incentive plan), an increase in prepaid expenses and other current assets of $1.6 million, driven by prepayments to operators in connection with capacity purchase agreements, partially offset by an increase in deferred revenue of $1.1 million (driven by client prepayments).

Cash Provided by Investing Activities

For the three months ended March 31, ~~2022,~~2024, net cash provided by investing activities was $24.6 million, driven by $102.7 million of proceeds from maturities of held-to-maturity investments offset by $77.1 million in purchases of held-to-maturity investments; $0.8 million in purchases of property and equipment, consisting of leasehold improvements and furniture and fixtures for new office space in Arizona used by the Medical segment, and purchase of vehicles used in ~~operating activities was $10.1 million, primarily driven~~generating revenue by ~~a $0.1 million cash benefit from working capital requirements~~the Medical segment; and a net loss of $11.0 million, adjusted for non-cash items consisting of income from change in fair value of warrant liabilities of $2.6 million, stock-based compensation expense of $2.1 million and depreciation and amortization of $1.1 million. The cash benefit from working capital requirements was primarily driven by increases in accounts payable and accrued expenses of $2.6 million and deferred revenue of $0.3 million ~~partially offset by increases~~ in ~~accounts receivable of $0.5 million, other non-current assets of $0.6 million and prepaid expenses and other current assets of $1.7 million.~~

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~~Cash Provided by Investing Activities~~capitalized software development costs.

For the three months ended March 31, 2023, net cash provided by investing activities was $16.3 million, driven by $16.0 million of proceeds from the sales of other short-term ~~investments,~~investments; $131.2 million of proceeds from maturities of held-to-maturity investments, partially offset by $130.1 million in purchases of held-to-maturity ~~investments,~~investments; $0.1 million in purchases of other short-term ~~investments~~investments; and $0.6 million in purchases of property and equipment, ~~(consisting~~consisting of leasehold improvements and furniture and fixtures used by the Passenger segment, and ~~vehicles).~~vehicles used in generating revenue by the Medical segment.

Cash Provided by / Used In Financing Activities

For the three ~~month~~months ended March 31, ~~2022,~~2024, net cash provided by ~~investing~~financing activities was ~~$11.0 million, driven by $11.7 million~~$54.0 thousand, reflecting $91.0 thousand of proceeds from the ~~sales~~exercise of ~~other short-term investments,~~stock options, partially offset by ~~$0.4 million~~$37.0 thousand cash paid for payroll tax payments on behalf of employees in ~~purchases of property and equipment and $0.3 million in purchases of other short-term investments.~~exchange for shares withheld by the Company (“net share settlement”).

~~Cash (Used In) Provided by Financing Activities~~

For the three months ended March 31, 2023, net cash used in financing activities was $27.0 thousand, primarily reflecting ~~$0.1 million~~$81.0 thousand cash paid for payroll tax payments made on behalf of employees in exchange for shares withheld by the Company (“net share settlement”), partially offset by $54.0 thousand of ~~proceeds from the exercise of stock options.~~

~~For the three months ended March 31, 2022, net cash provided by financing activities was $16.0 thousand, primarily reflecting~~ proceeds from the exercise of stock options.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us 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 the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions

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the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

For information on the Company’s significant accounting policies and estimates refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. There have been no material changes to these policies and estimates as of March 31, ~~2023.~~2024.

Item 3. Quantitative and qualitative disclosures about market risk

There have been no material changes in market risk from the information provided in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~

2023.

Item 4. Controls and Procedures

As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, ~~2023,~~2024, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

We determined that our internal control over financial reporting had the following material weaknesses:

We identified material weaknesses relating to:

•~~Management’s evaluation~~The lack of effective IT General Controls in relation to:

◦user access controls that adequately restrict user access to financial applications, programs and data affecting underlying accounting records, and

◦the ~~design effectiveness of internal~~change management controls ~~to prevent or detect material misstatements or omissions has~~for certain operational applications that ensure IT program and data changes are identified, ~~a large~~tested, authorized and implemented properly.

•A number of control deficiencies ~~across all business processes~~

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~~including information technology (“IT”) general controls related~~in relation to ~~financially relevant IT applications. Although these deficiencies are~~the revenue process that, although not individually material in nature, in aggregate ~~they~~ constitute a material ~~weakness; and~~

•The Company has not developed a formal framework that enables management to assess the operating effectiveness of internal controls over financial reporting including IT general controls related to financially relevant IT applications, ~~specifically lacking evidential matter to support:~~

•~~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 controls tests were appropriately considered.~~weakness.

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 weaknesses in its internal control over financial reporting.

Notwithstanding these material weaknesses, 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 these material weaknesses as efficiently~~We have identified and ~~effectively as possible, with~~implemented, and continue to implement, certain remediation efforts to improve the ~~implementation in Q4 2022 of SOX compliance software to assist in the overall evaluation and documentation of the design and operating~~ effectiveness of our internal ~~controls~~control over financial reporting. ~~This software is being used:~~These remediation efforts are ongoing and include the following measures to address the material weaknesses identified:

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•~~To document specific remediation plans~~ We have completed controls testing to ~~address all identified key control design gaps and / or weaknesses and track implementation progress of these remediation plans; and~~

•~~To help ensure appropriate evidential matter is available~~enable management to ~~support management’s conclusion that controls tests were appropriately planned and performed to adequately~~ assess the operating effectiveness of the change management controls for the Company’s main operational IT application and ~~that~~we are in the ~~results~~process of implementing those same change management controls for our other operational IT applications.

•We are re-enforcing procedures on proper user access administration and the need for timely documentation of associated requests and approvals.

•We have designed additional controls ~~tests were appropriately considered.~~to supplement the existing business process controls in relation to revenues, with these controls being implemented by the end of Q2 2024.

~~These plans~~We expect the above actions will be completed before the end of the fiscal year ending December 31, 2024. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are ~~subject to ongoing review by senior management with Audit Committee oversight.~~operating effectively. As we continue to evaluate and ~~work to~~ improve ~~our internal control over financial reporting,~~the applicable controls, management may ~~implement~~take additional remedial measures ~~to address the material weaknesses~~ 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 2023.above.

Changes in Internal Control over Financial Reporting

Other than the specific remediation steps discussed above, there were no other 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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in the fiscal quarter ending March 31, ~~2023.~~2024.

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

~~There have been no material changes~~See “—Legal and Environmental” within Note 9 to ~~our~~the unaudited interim condensed consolidated financial statements in Part I, Item 1 for information on legal ~~proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.~~

proceedings.

Item 1A. Risk Factors

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. 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 on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities

On March ~~28, 2023,~~8, 2024, pursuant to the terms of a Purchase and Sale Agreement (the “Purchase Agreement”), dated as of September 2, 2021, by and among Blade Urban Air Mobility, Inc. (“BUAM”), our wholly owned subsidiary, and the other parties thereto, pursuant to which BUAM acquired Trinity Air Medical, Inc., and a related letter agreement, dated February ~~23, 2023,~~13, 2024 by and among BUAM and certain of the other parties to the Purchase Agreement, we issued an aggregate of ~~384,756~~1,008,998 shares in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 4(a)(2) thereunder. The shares were issued to two former stockholders of Trinity Air Medical, Inc. in settlement of the equity-based portion of contingent consideration that was owed to them pursuant to the Purchase Agreement in respect of certain fiscal year ~~2022~~2023 results. 2023 is the last year subject to an earn-out payment.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other information

None.

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Item 6. Exhibits


Exhibit No.						Description

2.1(1)						Share Purchase Agreement, dated as of May 18, 2022, by and among Blade Urban Air Mobility, Inc. and the Sellers party thereto
3.1(2)						Second Amended and Restated Certificate of Incorporation of Blade Air Mobility, Inc.
3.2(3)						Amended and Restated Bylaws of Blade Air Mobility, Inc.

~~10.1~~10.1*~~(4)~~						~~Nomination Rights~~Aircraft Purchase Agreement, ~~dated~~entered into as of March ~~27, 2023,~~11, 2024, by and between Atlas Jet, Inc and N84UP LLC+
10.2*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by and between N125XP LLC and M&N Equipment, LLC+
10.3*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by b et ween N154RR LL and Aviation Bridge, LLC+
10.4*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by and between N240V LLC and M&N Equipment, LLC+
10.5*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by and between Atlas Jet, Inc., and N682D LLC+
10.6*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by and between N717KV LLC and M&N Equipment, LLC+
10.7*						Aircraft Purchase Agreement, entered in to as of March 11, 2024, by and between N800TL LLC and Aviation Bridge, LLC+
10.8*						Aircraft Purchase Agreement, entered into as of March 11, 2024, by and between N818LX LLC and M&N Equipment LLC+
10.9*						Joint Addendum to the ~~Company and RB Lift LLC~~Aircraft Purchase Agreements, dated March 11, 2024
10.10*						Second Joint Addendum to the Aircraft Purchase Agreements, dated April 9, 2024 +
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*						Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- 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- Oxley Act of 2002
101.INS*						Interactive 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
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith

+ Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

(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.

~~(4)Incorporated by reference to Exhibit 10.1 of our Form 8-K (file number 001-39046) filed on March 30, 2023.~~

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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.


	BLADE AIR MOBILITY, INC.

Date: May ~~11, 2023~~7, 2024	By:	/s/ Robert S. Wiesenthal
	Name:	Robert S. Wiesenthal
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May ~~11, 2023~~7, 2024	By:	/s/ William A. Heyburn
	Name:	William A. Heyburn
	Title:	Chief Financial Officer (Principal Financial Officer)

Date: May ~~11, 2023~~7, 2024	By:	/s/ Amir M. Cohen
	Name:	Amir M. Cohen
	Title:	Chief Accounting Officer (Principal Accounting Officer)

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	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balances as of January 1,2023		71,660,617	$	7		$	375,873	$	2,287	$	(103,678)	$	274,489
Issuance of common stock upon exercise of stock options		300,785	—			54		—		—		54
Issuance of common stock upon settlement of restricted stock units		159,875	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			3,221		—		—		3,221

Shares withheld related to net share settlement		(7,211)	—			(81)		—		—		(81)
Issuance of common stock for settlement of contingent consideration (earn-out)		384,756	—			1,785		—		—		1,785



Other comprehensive income		—	—			—		925		—		925
Net loss		—	—			—		—		(10,192)		(10,192)
Balances as of March 31, 2023		72,498,822	$	7		$	380,852	$	3,212	$	(113,870)	$	270,201

Balances as of January 1,2022		70,667,381	$	7		$	368,680	$	(898)	$	(76,418)	$	291,371
Issuance of common stock upon exercise of stock options		115,103	—			21		—		—		21
Issuance of common stock upon settlement of restricted stock units		65,965	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			2,098		—		—		2,098

Shares withheld related to net share settlement		(2,813)	—			(5)		—		—		(5)




Other comprehensive loss		—	—			—		(1,003)		—		(1,003)
Net loss		—	—			—		—		(11,012)		(11,012)
Balances as of March 31, 2022		70,845,636	$	7		$	370,794	$	(1,901)	$	(87,430)	$	281,470


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2023	7,466,636	$	5.52
Granted	177,389	3.26
Vested	(160,237)	8.09
Forfeited	(24,751)	6.49
Non-vested – March 31, 2023	7,459,037	$	5.41




	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Passenger		Medical			Passenger		Medical
Segment net income (loss)	$	(5,118)	$	1,637		$	(5,516)	$	522

Reconciling items:
Depreciation and amortization	1,134		466			734		376
Stock-based compensation	360		116			426		53

Legal and regulatory advocacy fees(1)	423		—			1,747		—
Executive severance costs	146		—			—		—
Contingent consideration compensation (earn-out)(2)	—		(339)			—		—

Segment Adjusted EBITDA	$	(3,055)	$	1,880		$	(2,609)	$	951


	Three Months Ended
	March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021
	(in thousands)
Passenger Segment
Short Distance	$	4,203	$	6,255	$	13,403	$	5,798
Jet and Other(1)	9,752		8,541		4,668		5,603
Total	$	13,955	$	14,796	$	18,071	$	11,401

Medical Segment
MediMobility Organ Transport(1)	$	12,675	$	9,822	$	2,245	$	1,550
Total	$	12,675	$	9,822	$	2,245	$	1,550

Total Revenue	$	26,630	$	24,618	$	20,316	$	12,951