Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2021 | May 21, 2021 | |
| Entity Registrant Name | Blade Air Mobility, Inc. | |
| Entity Central Index Key | 0001779128 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2021 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 69,213,195 | |
| Entity Ex Transition Period | false | |
| Common Stock | ||
| Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
| Trading Symbol | BLDE | |
| Security Exchange Name | NASDAQ | |
| Warrants, each exercisable for one share of Class A common | ||
| Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
| Trading Symbol | BLDEW | |
| Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
| CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
| Current Assets: | ||
| Cash | $ 485,220 | $ 846,068 |
| Prepaid expenses | 123,500 | 50,000 |
| Total current assets | 608,720 | 896,068 |
| Deferred offering costs | 1,200,000 | |
| Marketable securities held in Trust Account | 276,947,475 | 276,943,339 |
| Total assets | 278,756,195 | 277,839,407 |
| Current liabilities: | ||
| Accounts payable and accrued liabilities | 1,306,711 | 158,947 |
| Accrued offering costs | 26,000 | 26,000 |
| Income taxes payable | 205,844 | 205,844 |
| Total current liabilities | 1,538,555 | 390,791 |
| Deferred underwriting fee payable | 9,625,000 | 9,625,000 |
| Warrant liabilities | 37,616,668 | 36,766,667 |
| Total liabilities | 48,780,223 | 46,782,458 |
| Commitments and contingencies (Note 6) | ||
| Temporary Equity | ||
| Class A common stock subject to possible redemption 224, 975, 969 and 22,480,341 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | 224,975,969 | 226,056,939 |
| Stockholders' Equity | ||
| Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
| Additional paid-in capital | 24,270,617 | 23,189,660 |
| Accumulated deficit | (19,271,818) | (18,190,840) |
| Total stockholders' equity | 5,000,003 | 5,000,010 |
| Total liabilities, temporary equity, and stockholders' equity | 278,756,195 | 277,839,407 |
| Class A Common stock | ||
| Stockholders' Equity | ||
| Common stock | 516 | 502 |
| Class B Common stock | ||
| Stockholders' Equity | ||
| Common stock | $ 688 | $ 688 |
CONDENSED CONSOLIDATED BALANC_2
| CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Class A Common stock | ||
| Common stock subject to possible redemption, shares at redemption value | 22,339,729 | 22,480,341 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 5,160,271 | 5,019,659 |
| Common stock, shares outstanding | 5,160,271 | 5,019,659 |
| Class B Common stock | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 10,000,000 | 10,000,000 |
| Common stock, shares issued | 6,875,000 | 6,875,000 |
| Common stock, shares outstanding | 6,875,000 | 6,875,000 |
CONDENSED CONSOLIDATED STATEMEN
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
| Operating costs | $ 235,113 | $ 145,130 |
| Loss from operations | (235,113) | (145,130) |
| Other income (expense) | ||
| Interest income on marketable securities held in Trust Account | 4,136 | 869,270 |
| Change in fair value of warrant liabilities | (850,001) | 5,125,000 |
| Total other income (expense) | (845,865) | 5,994,270 |
| (Loss) income before provision for income taxes | (1,080,978) | 5,849,140 |
| Provision for income taxes | (152,069) | |
| Net (loss) income | $ (1,080,978) | $ 5,697,071 |
| Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 22,480,341 | 25,070,806 |
| Basic and diluted net income per share, common stock subject to possible redemption | $ 0.02 | |
| Weighted average shares outstanding, basic and diluted, common stock | 11,894,659 | 8,194,073 |
| Net loss (income) per share basic and diluted, common stock | $ (0.09) | $ 0.62 |
CONDENSED CONSOLIDATED STATEM_2
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common StockClass A Common stock | Common StockClass B Common stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
| Balance at the beginning at Dec. 31, 2019 | $ 293 | $ 688 | $ 2,667,585 | $ 2,331,442 | $ 5,000,008 |
| Balance at the beginning (in shares) at Dec. 31, 2019 | 2,925,300 | 6,875,000 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
| Change in common stock subject to redemption | $ (50) | (5,697,021) | (5,697,071) | ||
| Change in common stock subject to redemption (in shares) | (496,106) | ||||
| Net (loss) income | 5,697,071 | 5,697,071 | |||
| Balance at the end at Mar. 31, 2020 | $ 243 | $ 688 | (3,029,436) | 8,028,513 | 5,000,008 |
| Balance at the end (in shares) at Mar. 31, 2020 | 2,429,194 | 6,875,000 | |||
| Balance at the beginning at Dec. 31, 2020 | $ 502 | $ 688 | 23,189,660 | (18,190,840) | 5,000,010 |
| Balance at the beginning (in shares) at Dec. 31, 2020 | 5,019,659 | 6,875,000 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
| Change in common stock subject to redemption | $ (14) | (1,080,957) | (1,080,971) | ||
| Change in common stock subject to redemption (in shares) | 140,612 | ||||
| Net (loss) income | (1,080,978) | (1,080,978) | |||
| Balance at the end at Mar. 31, 2021 | $ 516 | $ 688 | $ 24,270,617 | $ (19,271,818) | $ 5,000,003 |
| Balance at the end (in shares) at Mar. 31, 2021 | 5,160,271 | 6,875,000 |
CONDENSED CONSOLIDATED STATEM_3
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| Cash Flows From Operating Activities: | ||
| Net (loss) income | $ (1,080,978) | $ 5,697,071 |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
| Interest earned on Trust Account | (4,136) | (869,270) |
| Change in fair value of warrant liabilities | 850,001 | (5,125,000) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | (73,500) | (23,625) |
| Accounts payable and accrued expenses | (52,236) | (43,518) |
| Income taxes payable | 152,069 | |
| Net cash used in operating activities | (360,848) | (212,273) |
| Cash Flows from Financing Activities: | ||
| Net decrease in cash | (360,848) | (212,273) |
| Cash - beginning of period | 846,068 | 1,305,608 |
| Cash - end of period | 485,220 | 1,093,335 |
| Supplemental non-cash financing activities: | ||
| Deferred offering costs | 1,200,000 | |
| Change in common stock subject to redemption | $ (1,080,971) | $ 5,697,071 |
DESCRIPTION OF ORGANIZATION AND
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
| Mar. 31, 2021 | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Experience Investment Corp. (the “Company” or “EIC”), our predecessor, was incorporated in Delaware on May 24, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Merger and PIPE Investment On May 7, 2021 (the “Closing Date”), the registrant consummated the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among EIC, Experience Merger Sub, Inc., a wholly owned subsidiary of EIC (“Merger Sub”), and Blade Urban Air Mobility, Inc., a Delaware corporation (“Blade”). The Merger Agreement provided for the acquisition of Blade by EIC pursuant to the merger of Merger Sub with and into Blade (the “Merger”), with Blade continuing as the surviving entity and a wholly owned subsidiary of EIC. See Note 6 for a description of the Merger and PIPE investment. Business Prior to the Business Combination Prior to the Business Combination, the Company had one subsidiary, Merger Sub, a direct wholly-owned subsidiary of the Company incorporated in Delaware on December 8, 2020. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with comsummating the business combination with Blade (see Note 6). The registration statement for the Company’s Initial Public Offering was declared effective on September 12, 2019. On September 17, 2019, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $275,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4. Liquidity As of March 31, 2021, the Company had $485,220 in its operating bank accounts, $276,947,475 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and current liabilities, net of $929,835. Until the consummation of a Business Combination, the company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. As noted above (Merger and PIPE Investment) on May 7 2021 the Company consummated the Merger and the PIPE investment. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 7, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. 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 including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of 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, which is neither an emerging growth company nor an emerging growth company which 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates include the fair value of the Company’s warrant liability, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (loss) per Common Share Net income(loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,166,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Three Months Ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 634,775 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ — $ 634,775 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,480,341 25,070,806 Basic and diluted net income per share $ — $ 0.02 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income (loss) $ (1,080,978) $ 5,697,071 Net Income allocable to Common stock subject to possible redemption — (634,775) Non-Redeemable Net Loss $ (1,080,978) $ 5,062,296 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 11,894,659 8,194,073 Basic and diluted net income (loss) per share $ (0.09) $ 0.62 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
PUBLIC OFFERING
| PUBLIC OFFERING | 3 Months Ended |
| Mar. 31, 2021 | |
| PUBLIC OFFERING | |
| PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Notes 7 and 8). |
PRIVATE PLACEMENT
| PRIVATE PLACEMENT | 3 Months Ended |
| Mar. 31, 2021 | |
| PRIVATE PLACEMENT | |
| PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS
| RELATED PARTY TRANSACTIONS | 3 Months Ended |
| Mar. 31, 2021 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2019, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. Upon completion of the Business Combination, the Founder Shares were converted, on a one-for-one basis, into New Blade Common Stock (See Note 6) The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
COMMITMENTS
| COMMITMENTS | 3 Months Ended |
| Mar. 31, 2021 | |
| COMMITMENTS | |
| COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 12, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45‑day option to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. On September 17, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 1,250,000 Units. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate. On May 7, 2021, the deferred fee was paid to the underwriters from the amounts held in the Trust Account. Merger Agreement On May 7, 2021 (the “Closing Date”), the registrant consummated the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among Experience Investment Corp., a Delaware corporation (“EIC”), Experience Merger Sub, Inc., a wholly owned subsidiary of EIC (“Merger Sub”), and Blade Urban Air Mobility, Inc., a Delaware corporation (“Blade”). The Merger Agreement provided for the acquisition of Blade by the registrant pursuant to the merger of Merger Sub with and into Blade (the “Merger”), with Blade continuing as the surviving entity and a wholly owned subsidiary of the registrant. At the effective time of the Merger (the “Effective Time”), among other things, (a) each of the then issued and outstanding Class A common stock, par value $0.0001 per share, of EIC (the “EIC Class A Common Stock”), and Class B common stock, par value $0.0001 per share, of EIC (the “EIC Class B Common Stock” and, together with the EIC Class A Common Stock, the “EIC Common Stock”), automatically converted, on a one-for-one basis, into a share of Class A Common Stock, par value $0.0001 per share, of New Blade (the “New Blade Class A Common Stock”); (b) each then issued and outstanding warrant of EIC (the “EIC warrants”) automatically converted into a warrant to acquire one share of New Blade Class A Common Stock (the “New Blade Warrants”); and (c) each of the then issued and outstanding units of EIC that had not been previously separated into the underlying EIC Class A Common Stock and underlying EIC warrants separated into to one share of New Blade Class A Common Stock and one-third of one New Blade Warrant. No fractional shares of New Blade Class A Common Stock will be issued upon exercise of the New Blade Warrants. At the Effective Time, each stockholder or option holder of Blade received, as applicable: (a) 10,024,296 shares of New Blade Class A Common Stock for each outstanding share of Blade common stock, par value $0.00001 per share, (including shares that were subject to vesting conditions) outstanding as of the Effective Time (the “Blade Common Stock”), (b) 16,101,172 shares of New Blade Class A Common Stock for each outstanding share of Blade Series Seed Preferred Stock, Blade Series A Preferred Stock and Blade Series B Preferred Stock, each par value $0.00001 per share, outstanding as of the Effective Time (collectively, the “Blade Preferred Stock” and together with the Blade Common Stock, the “Blade Stock”) and/or (c) 9,689,826 options to purchase a number of shares of New Blade Class A Common Stock at an exercise price calculated pursuant to the Merger Agreement for each option to acquire Blade Common Stock outstanding as of the Effective Time (each, a “Blade Option”), as calculated pursuant to the Merger Agreement. In connection with the Merger Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of Experience Sponsor LLC (the “Sponsor”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors agreed to purchase 12,500,000 shares (the “PIPE Shares”) of New Blade Class A Common Stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing. Immediately after giving effect to the Merger and the PIPE Investment, there were 78,903,021 shares of New Blade Class A Common Stock (assuming exercise of all vested Blade Options) and 14,166,667 New Blade Warrants outstanding. New Blade’s Class A Common Stock and New Blade’s Warrants trade on The Nasdaq Stock Market (“Nasdaq”) under the symbols “BLDE” and “BLDEW,” respectively. |
STOCKHOLDERS' EQUITY
| STOCKHOLDERS' EQUITY | 3 Months Ended |
| Mar. 31, 2021 | |
| STOCKHOLDERS' EQUITY | |
| STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,160,271 and 5,019,659 shares of Class A common stock issued and outstanding, excluding 22,339,729 and 22,480,341 shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 6,875,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
WARRANT LIABILITIES
| WARRANT LIABILITIES | 3 Months Ended |
| Mar. 31, 2021 | |
| WARRANT LIABILITIES | |
| WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash —Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Class A Common Stock —Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: · in whole and not in part; · at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; · if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and · if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given. 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 Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price (“Newly Issued Price”) of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price and the $18.00 redemption trigger price will be adjusted to 180% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
| FAIR VALUE MEASUREMENTS | 3 Months Ended |
| Mar. 31, 2021 | |
| FAIR VALUE MEASUREMENTS | |
| FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 276,947,475 $ 276,943,339 Liabilities: Warrant Liability - Public Warrants 1 22,916,668 22,366,667 Warrant Liability - Private Placement Warrants 3 14,700,000 14,400,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of Janaury 1, 2021 $ 14,400,000 $ 22,366,667 $ 36,766,667 Change in fair value of warrant liabilities 300,000 550,001 850,001 Fair value as of March 31, 2021 $ 14,700,000 $ 22,916,668 $ 37,616,668 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at the balance sheet date: Input March 31, 2021 December 31, 2020 Risk-free interest rate 0.96 % 0.42 % Risky Drift 5 % 5 % Expected term (years) 5 5 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 On March 31, 2021, the Private Placement Warrants and Public Warrants were determined to be $2.94 and $2.50 per warrant. |
SUBSEQUENT EVENTS
| SUBSEQUENT EVENTS | 3 Months Ended |
| Mar. 31, 2021 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after March 31, 2021, the balance sheet date, up to the date that the condensed financial statements were issued. On May 7, 2021 the Company completed the Business Combination and PIPE Investment as described in Note 6. |
SUMMARY OF SIGNIFICANT ACCOUN_2
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 7, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
| Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
| Emerging Growth Company | 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 including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of 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, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates include the fair value of the Company’s warrant liability, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 or December 31, 2020. |
| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. |
| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. |
| Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. |
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
| Net Income (loss) per Common Share | Net Income (loss) per Common Share Net income(loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,166,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Three Months Ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 634,775 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ — $ 634,775 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,480,341 25,070,806 Basic and diluted net income per share $ — $ 0.02 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income (loss) $ (1,080,978) $ 5,697,071 Net Income allocable to Common stock subject to possible redemption — (634,775) Non-Redeemable Net Loss $ (1,080,978) $ 5,062,296 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 11,894,659 8,194,073 Basic and diluted net income (loss) per share $ (0.09) $ 0.62 |
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
| Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Summary of basic and diluted loss per common share | For the Three Months Ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 634,775 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ — $ 634,775 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,480,341 25,070,806 Basic and diluted net income per share $ — $ 0.02 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income (loss) $ (1,080,978) $ 5,697,071 Net Income allocable to Common stock subject to possible redemption — (634,775) Non-Redeemable Net Loss $ (1,080,978) $ 5,062,296 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 11,894,659 8,194,073 Basic and diluted net income (loss) per share $ (0.09) $ 0.62 |
FAIR VALUE MEASUREMENTS (Tables
| FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
| Mar. 31, 2021 | |
| FAIR VALUE MEASUREMENTS | |
| Summary of assets that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 276,947,475 $ 276,943,339 Liabilities: Warrant Liability - Public Warrants 1 22,916,668 22,366,667 Warrant Liability - Private Placement Warrants 3 14,700,000 14,400,000 |
| Schedule of changes in the fair value of warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of Janaury 1, 2021 $ 14,400,000 $ 22,366,667 $ 36,766,667 Change in fair value of warrant liabilities 300,000 550,001 850,001 Fair value as of March 31, 2021 $ 14,700,000 $ 22,916,668 $ 37,616,668 |
| Schedule of the key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants | Input March 31, 2021 December 31, 2020 Risk-free interest rate 0.96 % 0.42 % Risky Drift 5 % 5 % Expected term (years) 5 5 Expected volatility 40.0 % 40.0 % Exercise price $ 11.50 $ 11.50 |
DESCRIPTION OF ORGANIZATION A_2
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Sep. 17, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
| Operating bank accounts | $ 485,220 | $ 846,068 | |
| Marketable securities held in Trust Account | 276,947,475 | $ 276,943,339 | |
| Ordinary shares in connection therewith and current liabilities | $ 929,835 | ||
| Initial Public Offering | |||
| Number of units issued | 27,500,000 | ||
| Purchase price | $ 10 | ||
| Proceeds from sale of Units, net of underwriting discounts paid | $ 275,000,000 | ||
| Over-allotment option | |||
| Number of units issued | 2,500,000 | ||
| Purchase price | $ 10 | ||
| New Blade Warrants | Private Placement | |||
| Purchase price | $ 1.50 | ||
| Warrants to purchase shares of common stock | 5,000,000 | ||
| Proceeds from sale of Private Placement Warrants | $ 7,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| Numerator: Earnings allocable to Common stock subject to possible redemption | ||
| Interest earned on marketable securities held in Trust Account | $ 634,775 | |
| Net Income allocable to shares subject to possible redemption | $ 634,775 | |
| Denominator: Weighted Average Common stock subject to possible redemption | ||
| Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 22,480,341 | 25,070,806 |
| Basic and diluted net income per share, common stock subject to possible redemption | $ 0.02 | |
| Numerator: Net Loss minus Net Earnings | ||
| Net Income (loss) | $ (1,080,978) | $ 5,697,071 |
| Net Income allocable to Common stock subject to possible redemption | (634,775) | |
| Non-Redeemable Net Loss | $ (1,080,978) | $ 5,062,296 |
| Denominator: Weighted Average Non-Redeemable Common Stock | ||
| Basic and diluted weighted average shares outstanding | 11,894,659 | 8,194,073 |
| Basic and diluted net income (loss) per share | $ (0.09) | $ 0.62 |
SUMMARY OF SIGNIFICANT ACCOUN_5
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Dec. 31, 2020 | |
| Income Taxes | ||
| Unrecognized tax benefits | $ 0 | $ 0 |
| Amounts accrued for interest and penalties | $ 0 | $ 0 |
| Net Income (loss) per Common Share | ||
| Exclusion of shares in calculation of diluted loss per share | 14,166,667 | |
| Concentrations of credit risk | $ 250,000 |
PUBLIC OFFERING (Details)
| PUBLIC OFFERING (Details) | Sep. 17, 2019$ / sharesshares |
| Initial Public Offering | |
| Number of units issued | 27,500,000 |
| Price per unit | $ / shares | $ 10 |
| Number of common stock in each unit | 1 |
| Number of redeemable warrant in each unit | 0.33 |
| Number of shares per warrant | 1 |
| Exercise price of warrants | $ / shares | $ 11.50 |
| Over-allotment option | |
| Number of units issued | 2,500,000 |
| Price per unit | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
| PRIVATE PLACEMENT (Details) - New Blade Warrants - Private Placement | Sep. 17, 2019USD ($)$ / sharesshares |
| Warrants to purchase shares of common stock | shares | 5,000,000 |
| Purchase price | $ / shares | $ 1.50 |
| Proceeds from sale of Private Placement Warrants | $ | $ 7,500,000 |
| Number of shares per warrant | shares | 1 |
| Exercise price of warrants | $ / shares | $ 11.50 |
| Redemption rights or liquidating distributions | $ | $ 0 |
RELATED PARTY TRANSACTIONS (Det
| RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 3 Months Ended |
| May 31, 2019USD ($)shares | Mar. 31, 2021 | |
| Related Party Transaction [Line Items] | ||
| Issuance of Founder Shares to Sponsor (in shares) | shares | 7,187,500 | |
| Issuance of Founder Shares to Sponsor | $ | $ 25,000 | |
| Conversion of stock, ratio | 1 | |
| Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 180 days | |
| New Blade Common Stock | ||
| Related Party Transaction [Line Items] | ||
| Conversion of stock, ratio | 1 |
COMMITMENTS (Details)
| COMMITMENTS (Details) | Dec. 14, 2020USD ($)$ / sharesshares | Sep. 17, 2019USD ($)$ / sharesshares | May 31, 2019shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
| Conversion of stock, ratio | 1 | ||||
| Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
| Number of shares issued and sold | 7,187,500 | ||||
| New Blade Warrants | |||||
| Warrants outstanding | 14,166,667 | ||||
| Merger Agreement | |||||
| Number of shares issued per warrant | 0.33 | ||||
| Merger Agreement | Blade Stockholders [Member] | |||||
| Consideration in shares, number of shares issued | 9,689,826 | ||||
| Preferred stock, par value | $ / shares | $ 0.00001 | ||||
| Class A Common stock | |||||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
| Common stock, shares outstanding | 5,160,271 | 5,019,659 | |||
| Class A Common stock | Merger Agreement | |||||
| Common stock, par value | $ / shares | 0.0001 | ||||
| Class B Common stock | |||||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
| Conversion of stock, ratio | 1 | ||||
| Common stock, shares outstanding | 6,875,000 | 6,875,000 | |||
| Class B Common stock | Merger Agreement | |||||
| Common stock, par value | $ / shares | $ 0.0001 | ||||
| New Blade Common Stock | |||||
| Conversion of stock, ratio | 1 | ||||
| Common stock, shares outstanding | 78,903,021 | ||||
| New Blade Common Stock | Merger Agreement | |||||
| Common stock, par value | $ / shares | $ 0.0001 | ||||
| Conversion of stock, ratio | 1 | ||||
| Common Stock | Merger Agreement | Blade Stockholders [Member] | |||||
| Common stock, par value | $ / shares | $ 0.00001 | ||||
| Consideration in shares, number of shares issued | 10,024,296 | ||||
| Preferred stock | Merger Agreement | Blade Stockholders [Member] | |||||
| Consideration in shares, number of shares issued | 16,101,172 | ||||
| Over-allotment option | |||||
| Term for underwriters to purchase units to cover overallotments | 45 days | ||||
| Maximum number of shares that may be issued to underwriters | 3,750,000 | ||||
| Number of units issued | 2,500,000 | ||||
| Purchase price | $ / shares | $ 10 | ||||
| Forfeiture of option to exercise the remaining units | 1,250,000 | ||||
| Cash underwriting discount per unit | $ / shares | $ 0.20 | ||||
| Cash underwriting discount | $ | $ 5,500,000 | ||||
| Deferred fee per unit | $ / shares | $ 0.35 | ||||
| Deferred fee | $ | $ 9,625,000 | ||||
| Pipe investment | New Blade Common Stock | Merger Agreement | |||||
| Number of shares issued and sold | 12,500,000 | ||||
| Issue price per share | $ / shares | $ 10 | ||||
| Aggregate purchase price | $ | $ 125,000,000 |
STOCKHOLDERS' EQUITY - Preferre
| STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
| STOCKHOLDERS' EQUITY - Common Stock (Details) | 1 Months Ended | 3 Months Ended | |
| May 31, 2019 | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
| Class of Stock | |||
| Conversion of stock, ratio | 1 | ||
| Class A Common stock | |||
| Class of Stock | |||
| Common stock, shares authorized | 100,000,000 | 100,000,000 | |
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
| Number of votes per share | Vote | 1 | ||
| Common stock, shares issued | 5,160,271 | 5,019,659 | |
| Common stock, shares outstanding | 5,160,271 | 5,019,659 | |
| Common stock subject to possible redemption, shares at redemption value | 22,339,729 | 22,480,341 | |
| Class B Common stock | |||
| Class of Stock | |||
| Common stock, shares authorized | 10,000,000 | 10,000,000 | |
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
| Number of votes per share | Vote | 1 | ||
| Common stock, shares issued | 6,875,000 | 6,875,000 | |
| Common stock, shares outstanding | 6,875,000 | 6,875,000 | |
| Conversion of stock, ratio | 1 |
WARRANT LIABILITIES (Details)
| WARRANT LIABILITIES (Details) | 3 Months Ended |
| Mar. 31, 2021shares | |
| Fractional warrants issued | 0 |
| Warrants exercisable based on number of days after the completion of a Business Combination | 30 days |
| Warrants exercisable based on number of months from the closing of the Initial Public Offering | 12 months |
| Warrants expiration term | 5 years |
| Minimum | |
| Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act | 15 days |
| Maximum | |
| Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act | 60 days |
WARRANT LIABILITIES - Redemptio
| WARRANT LIABILITIES - Redemption of Warrants (Details) | 3 Months Ended |
| Mar. 31, 2021USD ($)$ / shares | |
| Class of Stock | |
| Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 180 days |
| Public Warrants | |
| Class of Stock | |
| Price per warrant for redemption | $ 0.01 |
| Period of prior written notice for redemption of warrant for cash | 30 days |
| Period of prior written notice for redemption of warrant for shares | 30 days |
| Minimum stock price for redemption of warrant for cash | $ 18 |
| Minimum stock price for redemption of warrant for shares | $ 10 |
| Number of trading days within a 30-trading day period when the common stock equals or exceeds $18.00 per share | $ | 30 |
| Number of consecutive trading days where in any 20 days the common stock equals or exceeds $18.00 per share | $ | 20 |
| Adjustment percentage on the exercise price of the warrants | 115.00% |
| Adjustment percentage on the newly issued price | 180.00% |
| Public Warrants | Class A Common stock | |
| Class of Stock | |
| Purchase price | $ 9.20 |
| Private Placement Warrants | Class A Common stock | |
| Class of Stock | |
| Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 30 days |
FAIR VALUE MEASUREMENTS (Detail
| FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
| Liabilities: | ||
| Warrant Liability | $ 37,616,668 | $ 36,766,667 |
| Measured on a recurring basis | Level 1 | ||
| Assets: | ||
| Marketable securities held in Trust Account | 276,947,475 | 276,943,339 |
| Measured on a recurring basis | Level 1 | Public Warrants | ||
| Liabilities: | ||
| Warrant Liability | 22,916,668 | 22,366,667 |
| Measured on a recurring basis | Level 3 | Private Placement Warrants | ||
| Liabilities: | ||
| Warrant Liability | $ 14,700,000 | $ 14,400,000 |
FAIR VALUE MEASUREMENTS - Chang
| FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Fair value as of beginning | $ 36,766,667 | |
| Change in fair value of warrant liabilities | (850,001) | $ 5,125,000 |
| Fair value as of ending | 37,616,668 | |
| Public Warrants | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Fair value as of beginning | 22,366,667 | |
| Change in fair value of warrant liabilities | (550,001) | |
| Fair value as of ending | 22,916,668 | |
| Private Placement Warrants | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Fair value as of beginning | 14,400,000 | |
| Change in fair value of warrant liabilities | (300,000) | |
| Fair value as of ending | $ 14,700,000 | |
FAIR VALUE MEASUREMENTS - Key i
| FAIR VALUE MEASUREMENTS - Key inputs (Details) | Mar. 31, 2021Y$ / shares | Dec. 31, 2020Y |
| Private Placement Warrants | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Price per warrant | $ 2.94 | |
| Public Warrants | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Price per warrant | $ 2.50 | |
| Risk-free interest rate | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Input | 0.96 | 0.42 |
| Risky Drift | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Input | 5 | 5 |
| Expected term (years) | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Input | Y | 5 | 5 |
| Expected volatility | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Input | 40 | 40 |
| Exercise price | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Input | 11.50 | 11.50 |