Exhibit 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE BLADE AIR MOBILITY, INC. | C.A. No. 2023-____-_____ |
VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205
Petitioner Blade Air Mobility, Inc. (“Blade” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205 (the “Petition”), seeking to have this Court validate potentially defective corporate acts described below as follows:
NATURE OF THE ACTION
1. This Petition asks the Court to validate its Second Amended and Restated Certificate of Incorporation (Exhibit A, the “New Certificate of Incorporation”) adopted in connection with its business combination with BLADE Urban Air Mobility, Inc., which, among other things, increased the aggregate number of authorized shares of Class A Common Stock of the Company (the “Class A Increase Amendment”). While the proposal to adopt the New Certificate of Incorporation received votes from a majority of the then-outstanding shares of Common Stock, it did not receive votes from a majority of Class A Common Stock. This Court’s decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022) creates uncertainty as to the validity of the New Certificate of Incorporation, and thus the Class A Increase Amendment, threatening the Company with irreparable harm as described more fully herein.
2. Increasing the number of authorized shares of a corporation requires an amendment to the certificate of incorporation under Section 242 of the Delaware General Corporation Law (the “DGCL”). Section 242(b)(2) provides that separate classes—but not separate series—are entitled to vote separately as a class on certificate of incorporation amendments increasing the authorized share count. Section 242(b)(2) provides in relevant part:
The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class . . . . The number of authorized shares of any such class or classes of stock may be increased or decreased . . . by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the . . . certificate of incorporation . . . .
8 Del. C. § 242(b)(2).
3. Section 242(b)(2) thus provides that an amendment to change the number of authorized shares of a class of stock requires a separate vote of such class unless the certificate of incorporation contains a so-called “Section 242(b)(2) opt- out” provision specifically denying the class that entitlement. Many special purpose acquisition companies’ (“SPAC”) certificates of incorporation, including the Company’s September 12, 2019 Amended and Restated Certificate of Incorporation (Exhibit B, the “Old Certificate of Incorporation”), did not contain a Section 242(b)(2) opt-out provision. Despite not having a “Section 242(b)(2) opt-out” provision, the Company has held the good-faith belief that the Class A Increase Amendment was legally and validly adopted under the terms of the Old Certificate of Incorporation because under the language of the Old Certificate of Incorporation, the Class A Common Stock was not a separate class of Common Stock, but instead, a series of the class of Common Stock.
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4. However, this Court’s decision in Boxed cast doubt on this good faith belief. There, in a decision on a mootness fee application in the context of a SPAC that had amended its merger agreement and public disclosures to seek a separate vote of the Class A Common Stock after receiving a demand letter, the Court indicated that it agreed with the plaintiff’s interpretation that the Class A Common Stock was a class rather than a series and was therefore entitled to a separate class vote under Section 242.
5. As a result of the Boxed decision, the capital structures of many SPACs, including the Company, which did not seek separate votes of the Class A Common Stock in connection with their de-SPAC transactions have been thrown into doubt, inhibiting their ability to perform basic, fundamental corporate functions, such as issuing stock or undertaking any of the numerous transactions customarily requiring the Company to make representations regarding its capital structure. Moreover, the New Certificate of Incorporation itself is potentially invalid on the basis of the improperly effected Class A Increase Amendment, jeopardizing other material amendments the Company made to the Old Certificate of Incorporation.
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6. Relief is needed to re-establish the validity of the New Certificate of Incorporation so that the Company may issue stock in reliance on the Class A Increase Amendment and ensure stockholders receive securities under the terms set forth in the New Certificate of Incorporation. As such, this Petition seeks entry of an order under 8 Del. C. § 205 validating the New Certificate of Incorporation and the Class A Increase Amendment.
FACTUAL ALLEGATIONS
A. | The Company is Incorporated and Goes Public |
7. The Company is a Delaware corporation originally incorporated on May 24, 2019, as a SPAC under the name Experience Investment Corp. (“EIC”).
8. The Company consummated its IPO on September 17, 2019. In connection with its IPO, the Company amended and restated its certificate of incorporation to read in its entirety as set forth in the Old Certificate of Incorporation. The Old Certificate of Incorporation set forth the Company’s capitalization structure as follows:
The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
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Ex. B at Art. IV, § 4.1 (emphasis in original).
B. | The Company Acquires Blade |
9. On December 14, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which BLADE Urban Air Mobility Inc. would become a wholly owned subsidiary of the Company (the “Merger”). Following the Merger, the Company, now named Blade Air Mobility Inc., is in the business of providing urban air mobility as a cost-effective and time-efficient alternative to ground transportation for passengers and last-mile critical cargo.
10. On April 6, 2021, the Company filed a proxy statement (Exhibit C, the “2021 Proxy”), identifying seven proposals to be voted on at a special meeting of stockholders scheduled for May 5, 2021 (the “Special Meeting”). Among them was a proposal to amend and restate the Old Certificate of Incorporation to read in its entirety as set forth in the New Certificate of Incorporation (the “Certificate of Incorporation Proposal”). The New Certificate of Incorporation would affect several changes to the Old Certificate of Incorporation, including, among others:
· | an increase in the number of the Company’s authorized shares, including the Class A Increase Amendment, which increased the number of authorized Class A Common Stock from 100,000,000 shares to 400,000,000 shares; |
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· | providing that certain transactions are not “corporate opportunities” and that certain “Identified Persons,” including non-employee directors and their affiliates as defined in the New Certificate of Incorporation, are not subject to the doctrine of corporate opportunity and do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its subsidiaries; and |
· | amending Article X to opt out of Section 203 of the DGCL, which places certain restrictions on a corporation’s ability to engage in business combinations with interested stockholders, and to instead include a provision in the New Certificate of Incorporation substantially similar to, but different from, Section 203. |
Ex. C at 132.
11. The Company set forth in detail the rationale for each proposed amendment. The purpose of the increase in the number of authorized shares was to:
provide[] for the issuance of 48,125,000 shares of EIC Class A common stock necessary to consummate the [Merger and related agreements] including, without limitation, the PIPE Investment, and also provide[] shares of EIC Class A common stock to reserve for issuance upon exercise of the EIC Options and necessary to allow future equity awards to be made under the Incentive Plan after the closing of the [Merger and related agreements], as well as flexibility for future issuances of common stock determined by the Board to be in the best interests of EIC without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.
Id. at 132. The rationale behind providing that certain transactions are not “corporate opportunities” was “because each Identified Person should not be restricted from investing in or operating similar businesses and such parties would be unwilling or unable to enter into the [Merger and related agreements] without such assurances due to their activities as investors in a wide range of companies.” Id. at 132-33. Finally, the amended Article X, opting out of Section 203, would “help to prevent a third party from acquiring ‘creeping control’ of EIC without paying a fair premium to all stockholders” and thus serve “the best interests of EIC and its stockholders.”
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Id. at 133.
12. The 2021 Proxy stated that the Certificate of Incorporation Proposal would “require the affirmative vote of the holders of a majority of the outstanding shares of EIC common stock.” Ex. C at 133.
C. | The de-SPAC is Approved and Consummated |
13. | The Special Meeting to approve the de-SPAC and New Certificate of Incorporation was held on May 5, 2021. |
14. As of the record date of the Special Meeting, there were 34,375,000 shares of the Company’s common stock outstanding and entitled to vote consisting of 27,500,000 shares of Class A Common Stock and 6,875,000 shares of Class B Common Stock. As disclosed in the Company’s May 6, 2021 Form 8-K (Exhibit D, the “Voting Results Form 8-K”), the Certificate of Incorporation Proposal received the affirmative vote of 19,418,816 shares, a majority of the 34,375,000 shares outstanding and entitled to vote. As such, the Company believed the Certificate of Incorporation Proposal had received the requisite stockholder vote and disclosed in the Voting Results Form 8-K that the Certificate of Incorporation Proposal had been approved.
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15. The Certificate of Incorporation Proposal was not approved by a majority of the outstanding shares of Class A Common Stock. Of the 27,500,000 shares of Class A Common Stock then outstanding and entitled to vote, only 12,543,816 voted in favor.
16. As disclosed in the Company’s May 13, 2021 Form 8-K (Exhibit E, the “Merger Closing Form 8-K”), the Company proceeded to file the New Certificate of Incorporation with the Delaware Secretary of State and to consummate its acquisition of Blade on May 7, 2021. At the effective time of the acquisition, each of the then issued and outstanding Class A Common Stock and Class B Common Stock of EIC automatically converted on a one-for-one basis into a share of Class A Common Stock of the combined company – i.e., Blade. As a result, immediately following the Merger, the Company’s outstanding capital stock consisted of 78,903,021 shares of outstanding Class A Common Stock and warrants to purchase approximately 14,166,667 shares of Common Stock. As of February 7, 2023, 71,975,045 shares of Common Stock were issued and outstanding and 21,606,594 shares of Common Stock were reserved for issuance upon exercise of warrants, options and other securities. The number of shares of Class A Common Stock issued and outstanding or reserved for issuance immediately following the Merger was and at all times through the date hereof has remained less than the 100,000,000 authorized shares of Class A Common Stock originally provided for under the Old Certificate of Incorporation. The Class A Common Stock now trades on the Nasdaq Stock Market under the symbol “BLDE.”
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D. | The Boxed Decision |
17. The Boxed decision calls into question the validity of the New Certificate of Incorporation and the Class A Increase Amendment. The defendant corporation in Boxed had sought stockholder approval to amend its certificate of incorporation to increase the number of authorized shares of Class A common stock in connection with a de-SPAC transaction. 2022 WL 17959766, at *1. Before the stockholder vote, the plaintiff wrote a letter to the company’s board asserting that the voting standard provided for that amendment violated the Class A common stockholders’ voting rights under Section 242(b). Id. The company amended its merger agreement and supplemented its proxy statement to require the separate vote of the holders of its Class A common stock. Id. The plaintiff filed an action in this Court seeking attorneys’ fees and expenses for the benefits he allegedly conferred on the company and its stockholders by facilitating this change. Id. In determining whether the plaintiff had conferred a corporate benefit that would warrant a fee award, the Court considered whether the plaintiff’s demand was meritorious, which in turn required evaluating whether the voting standard complied with Section 242(b)(2). Id. at *4. The Court ultimately concluded the company’s Class A common stock and Class B common stock were classes for several reasons. Id. at *9. First, the Court pointed to the fact that the certificate of incorporation only used the word “class” and not “series” to describe the authorized common shares. Id. at *8. Second, the Court observed that Section 102(a)(4) of the DGCL requires the certificate of incorporation to set forth the number of shares of all classes and of each class and whether the shares are par or no-par, whereas no similar recitation is required for series. Id. Because the certificate of incorporation listed the number of authorized shares and the par values for each of the Class A common stock, the Class B common stock, and the preferred stock, the Court reasoned that Section 102(a)(4) suggested each was a class. Id. at *9. Third and finally, the Court reasoned that the charter provision governing preferred stock empowered the board to “fix series by resolution” in keeping with Section 102(a)(4), which empowers companies to include such provisions in their charters. Id. Because, the Court continued, the charter provision governing common stock did not similarly empower the board to create series of common stock, that suggested to the Court that the common stock were classes. The Court thus held, under the “meritorious when filed” standard applicable under the corporate benefit doctrine, that “Class A and Class B are each a class of common stock, not series.” Id.
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18. Like the certificate of incorporation in Boxed, (i) the Old Certificate of Incorporation refers to the authorized common shares as classes, (ii) Section 4.1 of the Old Certificate of Incorporation sets forth the number of shares and par value of Class A Common Stock, Class B Common Stock, and Preferred Stock, and (iii) Section 4.2 of the Old Certificate of Incorporation vests the Board with authority to provide for “one or more series of Preferred Stock” and establish “the number of shares to be included in each such series” by resolution, whereas no such prescription exists for Common Stock. While the Court’s merits discussion in Boxed is not a final ruling on the merits and the Company believes that the conclusion in Boxed that the Class A Common Stock was a separate class and not a series of the class of Common Stock is incorrect, the decision suggests that the Court would view the Company’s Class A Common Stock as a separate class of capital stock. Under that view, the Class A Increase Amendment required a separate vote of the Class A Common Stock, which was not received. Moreover, the Court could potentially view the New Certificate of Incorporation as invalid altogether, not just the Class A Increase Amendment, thereby invalidating other material amendments to the Old Certificate of Incorporation.
19. As a result of the uncertainty regarding this issue raised by the Boxed decision, the validity of the New Certificate of Incorporation, and any shares of Class A Common Stock to be issued in reliance thereon, will be uncertain.
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E. | The Court’s Authority to Validate Defective Corporate Acts Under Section 205(a) |
20. Under Section 205(a)(3), this Court may “[d]etermine the validity and effectiveness of any defective corporate act not ratified .. . . pursuant to § 204” and under Section 205(a)(4), this Court may “[d]etermine the validity of any corporate act or transaction and any stock, rights or options to acquire stock.” 8 Del. C. § 205(a)(3), (4). A “defective corporate act” is defined, in pertinent part, as “any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time such act or transaction was purportedly taken would have been, within the power of a corporation . . . but is void or voidable due to a failure of authorization.” 8 Del. C. § 204(h)(1). Finally, a “failure of authorization” is defined, in pertinent part, as “the failure to authorize or effect an act or transaction in compliance with (A) the provisions of this title, (B) the certificate of incorporation or bylaws of the corporation, or (C) any plan or agreement to which the corporation is a party or the disclosure set forth in any proxy or consent solicitation statement, if and to the extent such failure would render such act or transaction void or voidable.” 8 Del. C. § 204(h)(2).
21. Here, if a separate vote of the Class A Common Stock was required to approve the Class A Increase Amendment under Section 242(b)(2), it was not obtained, which would constitute a “failure of authorization” for purposes of Sections 204 and 205. As a result of this failure of authorization, the filing of the New Certificate of Incorporation (which effected the Class A Increase Amendment) and any shares of the Company’s Class A Common Stock to be issued in reliance on the effectiveness thereof may be invalid and would constitute “defective corporate acts” and/or “putative stock” under Sections 204 and 205.
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22. Thus, the Court has the power under Section 205 to ratify and validate the New Certificate of Incorporation.
F. | Consideration of Statutory Validation Factors under Section 205(d) |
23. Section 205(d) sets forth certain factors that the Court may consider when determining whether to ratify and validate a defective corporate act:
In connection with the resolution of matters pursuant to subsections (a) and (b) of this section, the Court of Chancery may consider the following:
(1) Whether the defective corporate act was originally approved or effectuated with the belief that the approval or effectuation was in compliance with the provisions of this title, the certificate of incorporation or bylaws of the corporation;
(2) Whether the corporation and board of directors has treated the defective corporate act as a valid act or transaction and whether any person has acted in reliance on the public record that such defective corporate act was valid;
(3) Whether any person will be or was harmed by the ratification or validation of the defective corporate act, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;
(4) Whether any person will be harmed by the failure to ratify or validate the defective corporate act; and
(5) Any other factors or considerations the Court deems just and equitable.
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8 Del. C. § 205(d).
24. Belief in the Amendment’s Validity. With respect to the factor set forth in Section 205(d)(1), the Company demonstrated its good faith belief that the Class A Increase Amendment had been properly approved through its actions taken in connection with the closing of the Merger. In the Voting Results Form 8-K, the Company disclosed that the Class A Increase Amendment had been approved by the stockholders. The New Certificate of Incorporation and a certificate of merger with respect to the closing of the Merger were filed with the Delaware Secretary of State based on the belief that the Class A Increase Amendment was validly approved.
25. Treatment of the Amendment as Valid. With respect to the factor set forth in Section 205(d)(2), the Company represented to its public stockholders in the Voting Results Form 8-K that the Certificate of Incorporation Proposal was validly approved and in the Merger Closing Form 8-K that the shares of Class A Common Stock had been issued to the Company’s stockholders in connection with the closing of the Merger. In numerous public filings since the closing of the Merger, the Company has disclosed to its stockholders that it is currently authorized to issue 400,000,000 shares of Class A Common Stock.
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26. Harm Arising from Validation. With respect to the factor set forth in Section 205(d)(3), the Company does not believe that any person would be harmed by the ratification and validation of the Company’s capital structure that would be obtained if this Petition is granted. Indeed, unlike other SPACs, the Company never received a single demand letter alleging that a separate vote of the Class A Common Stock was necessary to approve the Class A Increase Amendment. The purpose of the ratification is to provide certainty to the capital structure of the Company by ensuring that the New Certificate of Incorporation that the Company and its stockholders have been operating under since May 2021 is valid and effective.
27. Harm Arising from Failure to Validate. Indeed, with respect to the factor set forth in Section 205(d)(4), there are many parties that would be harmed if the Company’s capital structure is not ratified and validated by this Court.
28. Blade stockholders relied on the validity of the New Certificate of Incorporation because it set forth the terms of the securities they received as a result of the Merger. These terms include (i) the headroom for the Company to issue up to 400 million shares of Class A Common Stock, (ii) that certain persons, as defined in the New Certificate of Incorporation, are not subject to the doctrine of corporate opportunity, (iii) that the Company has opted out of DGCL Section 203, and (iv) other terms arising out of amendments to the Old Certificate of Incorporation approved by the Company’s stockholders and effected by the New Certificate of Incorporation. In the absence of validation of the New Certificate of Incorporation, it is unclear whether these provisions are currently effective. Third parties who purchased Class A Common Stock or options, warrants or other securities convertible or exercisable for Class A Common Stock will not have certainty with respect to the rights of those securities. If securityholders seek to rescind or pursue damages as a result, the Company’s stockholders will suffer a diminution in the value of the Company.
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29. Furthermore, the uncertainty regarding the Company’s capital structure created by the Boxed decision is causing (and will continue to cause) the Company harm. The Company proposed the Class A Increase Amendment in anticipation of issuing additional shares of Class A Common Stock to support its ongoing business operations after the Merger. Uncertainty as to the validity of outstanding shares will potentially cause market disruption, disturb the Company’s corporate relationships, result in claims from holders of such shares, and lead to consequent loss of value for the Company’s stockholders and loss of eligibility to remain listed on the Nasdaq Stock Market.
30. The uncertainty regarding the Company’s capital structure also threatens to jeopardize the Company’s current and potential financing arrangements and operational matters. The Company may need to raise additional capital to execute its business plan and continue ongoing operations. The uncertainty regarding the validity of the Company’s stock would likely prevent the Company from raising that additional capital through other sales of securities. Moreover, the Company is required to file its Annual Report on Form 10-K by March 31, 2023. Because there now exists uncertainty regarding the validity of the New Certificate of Incorporation and the Class A Increase Amendment, there is likewise uncertainty as to the statements and representations the Company is required to make in its Form 10-K, which could in turn impact the ability of the Company’s auditors to provide their required consent for the filing of such Form 10-K. The Company also has an upcoming annual meeting that is expected to be held in May 2023 and needs confirmation of the validity of the Class A Increase Amendment to determine which proposals need to be presented to the Company’s stockholders at the meeting. Absent clarity and the ability to take these necessary actions, the Company’s ability to maintain its listing on the Nasdaq Stock Market could be jeopardized.
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31. Other Factors. With respect to the factor set forth in Section 205(d)(5), at least two “other factors” support granting the relief requested in this Petition.
32. First, “self-help” ratification by the Company’s stockholders under Section 204 may not be an effective alternative available to the Company. The Company would need to incur significant costs and expenses in connection with preparing and filing a proxy statement and calling a meeting of stockholders to approve the ratification, a process that could take several months. In addition, under the self-help method of Section 204, whether approved solely by the Board or by the stockholders as well, the Company would need to file a certificate of validation with the Delaware Secretary of State to effectively ratify the New Certificate of Incorporation. 8 Del. C. § 204(e)(3) (requiring the filing of a certificate of validation in circumstances where the defective act ratified relates to a certificate previously filed with the Delaware Secretary of State). The Company understands that processing times for certificates of validation can take as long as 3-4 months, and that while a certificate of validation is being processed by the Delaware Secretary of State, the Company would not be able to obtain certificates of good standing, pay its annual franchise taxes or make any other filings with the Delaware Secretary of State. These additional costs and expenses and the additional months of uncertainty regarding the Company’s capital structure could be avoided if the Court grants the current relief requested by the Company.
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33. Second, the Court should provide direction as to whether stockholders can rely on a SPAC’s capital structure. This is a problem that affects more than just the Company and its stockholders. Numerous publicly traded Delaware corporations who accessed public markets via de-SPAC transactions in the past several years face the same post-Boxed cloud of uncertainty over their capital structures and related dilemma as to how to proceed in light of the issues discussed above. See In re Lordstown, C.A. No. 2023-0083-LWW (Del. Ch.), In re Lucid Group Inc, C.A. No. 2023-0116-LWW (Del. Ch.); In re ChargePoint Hldgs. Inc., C.A. No. 2023-0113-LWW; In re Fisker Inc., C.A. No. 2023-0119-LWW (Del. Ch.); In re EVgo Inc., C.A. No. 2023-0132-LWW (Del. Ch.). Granting these petitions offers other SPAC’s a solution to a widespread problem. Crafting a sensible, equitable, and prompt solution would be in keeping with both this Court’s and the State of Delaware’s reputations as the United States’ preeminent caretakers of corporate law and governance.
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34. The Company respectfully seeks this Court’s assistance to validate the New Certificate of Incorporation to prevent significant harm to the Company, its business prospects, and its stockholders.
COUNT ONE
(Validation of Defective Corporate Act and Putative Stock
Under 8 Del. C. § 205)
35. | The Company repeats and reiterates the allegations above as if fully set forth herein. |
36. The Company is authorized to bring this petition under 8 Del. C. § 205(a), which provides that this Court may determine the validity and effectiveness of any defective corporate act.
37. The Company filed the New Certificate of Incorporation and effectuated the Class A Increase Amendment in the good faith belief they were adopted in compliance with Delaware law.
38. The Company has treated the New Certificate of Incorporation as valid and treated all acts in reliance on the New Certificate of Incorporation as valid.
39. Third parties, including financing sources, key business partners, stockholders, employees and directors, have relied on the validity of the New Certificate of Incorporation and treated all acts in reliance on the New Certificate of Incorporation as valid.
40. On information and belief, no persons would be harmed by the validation of the New Certificate of Incorporation and Class A Increase Amendment. The results of the Special Meeting and the filing of the New Certificate of Incorporation, including the Class A Increase Amendment, were all disclosed publicly, and actions have been taken in reliance thereon.
41. As previously noted, the Company, its prospects and its stockholders may be irreparably and significantly harmed absent relief from this Court.
PRAYER FOR RELIEF
WHEREFORE, the Company respectfully requests that this Court enter an order as follows:
A. Validating and declaring effective the New Certificate of Incorporation, including the filing and effectiveness thereof;
B. Granting such other and further relief as this Court deems proper.
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/s/ Kevin M. Gallagher | |
Kevin M. Gallagher (#5337) | |
Edmond S. Kim (#6835) | |
Richards, Layton & Finger, P.A. | |
920 North King Street | |
Wilmington, Delaware 19801 | |
(302) 651-7700 | |
Attorneys for Petitioner Blade Air | |
Mobility, Inc. | |
Dated: February 8, 2023 |
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Exhibit A
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
Experience Investment Corp.
* * * * *
The present name of the corporation is Experience Investment Corp. (the “Corporation”). The Corporation was incorporated by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 24, 2019. This Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which restates and integrates and also further amends the provisions of the Corporation’s Certificate of Incorporation, as amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.
The Certificate of Incorporation is being amended and restated in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 14, 2020, by and among the Corporation, Experience Merger Sub, Inc. and BLADE Urban Air Mobility, Inc. (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”). As part of the transactions contemplated by the Merger Agreement, all shares of the Class B Common Stock of the Corporation were converted on a 1-for-1 basis into shares of Class A Common Stock of the Corporation such that, at the effectiveness of this Certificate of Incorporation, only Class A Common Stock remains outstanding. All Class A Common Stock issued and outstanding prior to the effectiveness of this Certificate of Incorporation and all Class A Common Stock issued as part of the Merger Agreement and the Subscription Agreements contemplated by the Merger Agreement shall be Common Stock for all purposes of this Certificate of Incorporation.
The Certificate of Incorporation of the Corporation, as amended and restated, is hereby amended, integrated and restated to read in its entirety as follows:
Article I
NAME
The name of the Corporation is Blade Air Mobility, Inc.
Article II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.
Article III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
Article IV
CAPITAL STOCK
The total number of shares of all classes of stock that the Corporation shall have authority to issue is 402,000,000, which shall be divided into two classes as follows:
(i) | 400,000,000 shares of Class A common stock, par value $0.0001 per share (“Common Stock”); and |
(ii) | 2,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). |
A. Capital Stock.
1. | The board of directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, 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. |
2. | Each holder of record of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. |
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3. | Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any certificate of designation relating to such series of Preferred Stock). |
4. | Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Common Stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretion shall determine. |
5. | Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them. |
6. | The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock). |
Article V
AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
A. The Board of Directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware, this Certificate of Incorporation or the Investor Rights Agreement.
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Article VI
BOARD OF DIRECTORS
A. Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the Investor Rights Agreement or any certificate of designation with respect to any series of Preferred Stock, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring immediately following the Company’s annual meeting of stockholders for the calendar year ended December 31, 2021, Class II directors shall initially serve for a term expiring immediately following the Company’s annual meeting of stockholders for the calendar year ended December 31, 2022 and Class III directors shall initially serve for a term expiring immediately following the Company’s annual meeting of stockholders for the calendar year ended December 31, 2023. Commencing with the annual meeting of stockholders for the calendar year ended December 31, 2021, the directors of the class to be elected at each annual meeting shall be elected for a three year term. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective class.
B. Without limiting the rights of any party to the Investor Rights Agreement, any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director or by the stockholders. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
C. Without limiting the rights of any party to the Investor Rights Agreement, any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.
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D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.
E. During any period when the holders of any series of Preferred Stock have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such director’s earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.
F. As used in this Article VI only, the term “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person, and the term “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.
Article VII
LIMITATION OF DIRECTOR LIABILITY
A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.
Article VIII
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS
A. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.
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B. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors.
C. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.
Article IX
COMPETITION AND CORPORATE OPPORTUNITIES
A. In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of the Original Sponsor and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) the Original Sponsor and its Affiliates, including (I) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (II) any of their respective limited partners, non-managing members or other similar direct or indirect investors may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board of Directors who are not employees of the Corporation (“Non-Employee Directors”) and their respective Affiliates, including (I) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (II) any of their respective limited partners, non-managing members or other similar direct or indirect investors may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Original Sponsor, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
B. None of (i) the Original Sponsor or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which the Corporation or any of its subsidiaries now engages or proposes to engage or (2) competing with the Corporation or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted from time to time by the laws of the State of Delaware, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section (C) of this Article IX. Subject to said Section (C) of this Article IX, in the event that any Identified Person acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for such Identified Person or any of such Identified Person’s Affiliates, and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty (fiduciary, contractual or otherwise) to communicate or present such transaction or matter to the Corporation or any of its subsidiaries, as the case may be and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any subsidiary of the Corporation for breach of any duty (fiduciary, contractual or otherwise) as a stockholder, director or officer of the Corporation by reason of the fact that such Identified Person, directly or indirectly, pursues or acquires such opportunity for itself, herself or himself, directs such opportunity to another Person or does not present such opportunity to the Corporation or any of its subsidiaries.
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C. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section (B) of this Article IX shall not apply to any such corporate opportunity.
D. In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.
E. For purposes of this Article IX, (i) “Affiliate” shall mean (a) in respect of the Original Sponsor, any Person that, directly or indirectly, is controlled by the Original Sponsor (as applicable), controls the Original Sponsor (as applicable) or is under common control with (as applicable) and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.
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F. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.
Article X
DGCL SECTION 203 AND BUSINESS COMBINATIONS
A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.
B. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:
1. | prior to such time, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, or |
2. | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or |
3. | at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation that is not owned by the interested stockholder, or |
4. | the stockholder became an interested stockholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (ii) was not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership. |
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C. For purposes of this Article X, references to:
1. | “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person. |
2. | “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person. |
3. | “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means: |
(i) | any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (B) of this Article X is not applicable to the surviving entity; |
(ii) | any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority- owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; |
(iii) | any transaction that results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); |
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(iv) | any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or |
(v) | any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)-(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary. |
4. | “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity. |
5. | “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, (ii) is an affiliate or associate of the Corporation and was the wner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder or (iii) the affiliates and associates of any such person described in clauses (i) and (ii); provided, however, that “interested stockholder” shall not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, that such person specified in this clause (b) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of (x) further corporate action not caused, directly or indirectly, by such person or (y) an acquisition of a de minimis number of such additional shares. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. |
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6. | “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates: |
(i) | beneficially owns such stock, directly or indirectly; or |
(ii) | has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or |
(iii) | has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. |
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7. | “person” means any individual, corporation, partnership, unincorporated association or other entity. |
8. | “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest. |
9. | “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference in this Article X to a percentage of voting stock shall refer to such percentage of the votes of such voting stock. |
Article XI
MISCELLANEOUS
A. Forum.
1. | Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time); (iv) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation governed by the internal affairs doctrine; or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. For the avoidance of doubt, this Article XI(A)(1) shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act. |
2. | Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. |
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B. Consent to Jurisdiction. If any action the subject matter of which is within the scope of Article XI(A) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Article XI(A) above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
C. Severability. If any provision or provisions in the Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision or provisions in any other circumstance and of the remaining provisions in the Certificate of Incorporation and the application of such provision or provisions to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
D. Any person (as defined in Article X) purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and provided consent to this Article XI.
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IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 7th day of May, 2021.
Experience Investment Corp. |
By: |
Name: | Charlie Martin |
Title: | Chief Financial Officer |
Exhibit B
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EXPERIENCE INVESTMENT CORP.
September 12, 2019
Experience Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Experience Investment Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 24, 2019 (the “Original Certificate”).
2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both restates and amends the provisions of the Original Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
3. This Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State of Delaware.
4. The text of the Original Certificate is hereby restated and amended in its entirety to read as follows:
ARTICLE I
NAME
The name of the corporation is Experience Investment Corp. (the “Corporation”).
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”).
ARTICLE III
REGISTERED AGENT
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.
ARTICLE IV
CAPITALIZATION
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
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Section 4.2 Preferred Stock. Subject to Article IX of this Amended and Restated Certificate, the Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
Section 4.3 Common Stock.
(a) Voting.
(i) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the shares of Common Stock shall exclusively possess all voting power with respect to the Corporation.
(ii) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders of the Corporation on which the holders of the Common Stock are entitled to vote.
(iii) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.
(b) Class B Common Stock.
(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the closing of the Business Combination.
(ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock, or Equity-linked Securities (as defined below), are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”) and related to the closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:
· | the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any Equity-linked Securities or otherwise) by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any securities issued or |
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issuable to any seller in the initial Business Combination ) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and
· | the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination. |
As used herein, the term “Equity-linked Securities” means any securities of the Corporation which are convertible into or exchangeable or exercisable for Common Stock.
Notwithstanding anything to the contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or Equity-linked Securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.
Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3(b). The pro rata share for each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion.
(iii) Voting. Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class B Common Stock shall, to the extent required by law, be given to those holders of Class B Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class B Common Stock to take the action were delivered to the Corporation.
(c) Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the
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Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(d) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them.
Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and any Bylaws adopted by the stockholders of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
Section 5.2 Number, Election and Term.
(a) The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.
(b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors that constitute the Board is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined. Directors shall be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to
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the aforesaid classes at the time this Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.
(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. The holders of shares of Common Stock shall not have cumulative voting rights.
Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Section 5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Section 5.5 Preferred Stock - Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws by the affirmative vote of a majority of the total number of directors present at a regular or special meeting of the Board at which there is a quorum or by unanimous written consent. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
ARTICLE VII
SPECIAL MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
Section 7.1 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of the Corporation to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of the Corporation may not be called by another person or persons.
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Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B Common Stock with respect to which action may be taken by written consent.
ARTICLE VIII
LIMITED LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless a director violated his or her duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
Section 8.2 Indemnification and Advancement of Expenses.
(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.
(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
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(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.
ARTICLE IX
BUSINESS COMBINATION REQUIREMENTS; EXISTENCE
Section 9.1 General.
(a) The provisions of this Article IX shall apply during the period commencing upon the effectiveness of this Amended and Restated Certificate and terminating upon the consummation of the Corporation’s initial Business Combination and no amendment to this Article IX shall be effective prior to the consummation of the initial Business Combination unless approved by the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on August 23, 2019, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 24 months from the closing of the Offering or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation does not complete the initial Business Combination within 24 months from the closing of the Offering or (b) relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Experience Sponsor LLC or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
Section 9.2 Redemption Rights.
(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); provided, however, that the Corporation will only redeem or repurchase Offering Shares so long as (after such redemption) the Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)), will be at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination either immediately prior to or upon consummation of the initial Business Combination and after payment of underwriters’ fees and commissions (such
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limitation hereinafter called the “Redemption Limitation”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
(b) If the Corporation offers to redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the Securities and Exchange Commission (the “SEC”), the Corporation shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Tender Offer Rules”) which it shall commence prior to the consummation of the initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of the initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by law to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to the stockholders for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering Shares, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price calculated in accordance with the following provisions of this Section 9.2(b). In the event that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation to pay its taxes by (ii) the total number of then outstanding Offering Shares. If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to a proxy solicitation, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation to pay taxes by (b) the total number of then outstanding Offering Shares.
(c) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the Offering Shares without the prior consent of the Corporation.
(d) In the event that the Corporation has not consummated an initial Business Combination within 24 months from the closing of the Offering, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination
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only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination and (ii) the Redemption Limitation is not exceeded.
(f) If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption Limitation is not exceeded.
Section 9.3 Distributions from the Trust Account.
(a) A Public Stockholder shall be entitled to receive funds from the Trust Account only as provided in Sections 9.2(a), 9.2(b), 9.2(d) or 9.7 hereof. In no other circumstances shall a Public Stockholder have any right or interest of any kind in or to distributions from the Trust Account, and no stockholder other than a Public Stockholder shall have any interest in or to the Trust Account.
(b) Each Public Stockholder that does not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising their Redemption Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Stockholder of the Redemption Rights shall be conditioned on such Public Stockholder following the specific procedures for redemptions set forth by the Corporation in any applicable tender offer or proxy materials sent to the Public Stockholders relating to the proposed initial Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall be made as promptly as practical after the consummation of the initial Business Combination.
Section 9.4 Share Issuances. Prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business Combination or on any amendment to this Article IX.
Section 9.5 Transactions with Affiliates. In the event the Corporation enters into an initial Business Combination with a target business that is affiliated with the Sponsor, or the directors or officers of the Corporation, the Corporation, or a committee of the independent directors of the Corporation, shall obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or an independent accounting firm that such Business Combination is fair to the Corporation from a financial point of view.
Section 9.6 No Transactions with Other Blank Check Companies. The Corporation shall not enter into an initial Business Combination with another blank check company or a similar company with nominal operations.
Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or timing of the Corporation’s obligation to redeem (i) 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing of the Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares, The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
Section 9.8 Minimum Value of Target. The Corporation’s initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions, and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.
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ARTICLE X
CORPORATE OPPORTUNITY
Prior to the consummation of the Corporation’s initial Business Combination, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, prior to the consummation of the Corporation’s initial Business Combination, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.
ARTICLE XI
AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI; provided, however, that Article IX of this Amended and Restated Certificate may be amended only as provided therein.
ARTICLE XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS
Section 12.1 Forum. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or the By-Laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Section 12.1 will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 immediately above (an “FSC Enforcement Action”) and
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(ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
ARTICLE XIII
SEVERABILITY
If any provision or provisions (or any part thereof) of this Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby, and (ii) the provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their faith service or for the benefit of the Corporation to the fullest extent permitted by law.
[Signature page follows]
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IN WITNESS WHEREOF, Experience Investment Corp. has caused this Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.
Experience Investment Corp. | ||
By: | /s/ Eric Affeldt | |
Name: | Eric Affeldt | |
Title: | Chief Executive Officer |
[Signature Page to Amended and Restated Certificate of Incorporation]
12
Exhibit C
EXPERIENCE INVESTMENT CORP.
35,625,000 SHARES OF CLASS A COMMON STOCK
BLADE URBAN AIR MOBILITY, INC.
| | | Assuming No Redemptions(1) | | | Assuming Maximum Redemptions(1)(2) | | ||||||
EIC’s public stockholders (other than the PIPE Investors) | | | | | 33.3% | | | | | | —% | | |
PIPE Investors (other than the Sponsor and its affiliates) | | | | | 12.7% | | | | | | 19.1% | | |
Sponsor (and its affiliates) | | | | | 10.8% | | | | | | 16.1% | | |
Current holders of Blade Stock and Blade Options(3) | | | | | 43.2% | | | | | | 64.8% | | |
Chairman of the Board of Directors
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: EXPC.info@investor.morrowsodali.com
100 St. Paul St., Suite 800
Denver, CO 80206
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2021
Chairman of the Board of Directors
499 East 34th Street
New York, NY 10016
Robert S. Wiesenthal
Chief Executive Officer
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Experts | | | | | 250 | | |
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| | | | F-1 | | | |
Annexes | | | |||||
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | |
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: EXPC.info@investor.morrowsodali.com
6201 15th Avenue
Brooklyn, NY 11219
Attention: AST Shareholder Services
(800) 937 5449
Email: Info@astfinancial.com
| | | Assuming No Redemptions(1) | | | Assuming Maximum Redemptions(1)(2) | | ||||||
EIC’s public stockholders (other than the PIPE Investors) | | | | | 33.3% | | | | | | —% | | |
PIPE Investors (other than the Sponsor and its affiliates) | | | | | 12.7% | | | | | | 19.1% | | |
Sponsor (and its affiliates) | | | | | 10.8% | | | | | | 16.1% | | |
Current holders of Blade Stock and Blade Options(3) | | | | | 43.2% | | | | | | 64.8% | | |
Statement of Operations Data: | | | Year Ended December 31, 2020 | | | Period from May 24, 2019 (inception) through December 31, 2019 | | ||||||
| | | (in thousands, except share and per share data) | | |||||||||
Formation and operating costs | | | | $ | 678 | | | | | $ | 268 | | |
Loss from operations | | | | | (678) | | | | | | (268) | | |
Other income: | | | | | | | | | | | | | |
Interest on marketable securities held in trust account | | | | | 1,017 | | | | | | 1,262 | | |
Income before income taxes | | | | | 338 | | | | | | 993 | | |
Benefit (provision) for income taxes | | | | | (210) | | | | | | (209) | | |
Net income | | | | $ | 128 | | | | | $ | 785 | | |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | | | | | 26,160,492 | | | | | | 26,187,830 | | |
Basic and diluted net income per share, common stock subject to possible redemption | | | | $ | 0.02 | | | | | $ | 0.03 | | |
Basic and diluted weighted average shares outstanding, common stock | | | | | 8,214,508 | | | | | | 7,170,375 | | |
Basic and diluted net loss per common share, common stock | | | | $ | (0.05) | | | | | $ | (0.01) | | |
| | | As of December 31, | | |||||||||
Balance Sheet Data: | | | 2020 | | | 2019 | | ||||||
| | | (in thousands, except share data) | | |||||||||
Cash and cash equivalents | | | | $ | 846 | | | | | $ | 1,306 | | |
Marketable securities held in trust account | | | | $ | 276,943 | | | | | $ | 276,262 | | |
Total assets | | | | $ | 277,839 | | | | | $ | 277,692 | | |
Total liabilities | | | | $ | 10,016 | | | | | $ | 9,996 | | |
Class A common stock subject to possible redemption, 26,136,620 and 26,180,927 shares at redemption value as of December 31, 2020 and December 31, 2019, respectively | | | | $ | 262,824 | | | | | $ | 262,696 | | |
Total stockholders’ equity | | | | $ | 5,000 | | | | | $ | 5,000 | | |
Total liabilities and stockholders’ equity | | | | $ | 277,839 | | | | | $ | 277,692 | | |
| | | For the Three Months Ended December 31, | | | Year Ended September 30, | | ||||||||||||||||||
Statement of Operations Data: | | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ||||||||||||
| | | (unaudited) | | | (unaudited) | | | | | | | | | | | | | | ||||||
| | | (in thousands, except share and per share data) | | |||||||||||||||||||||
Revenue | | | | $ | 7,986 | | | | | $ | 5,223 | | | | | $ | 23,434 | | | | | $ | 31,196 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 6,322 | | | | | | 5,757 | | | | | | 21,107 | | | | | | 26,497 | | |
Software development | | | | | 186 | | | | | | 230 | | | | | | 861 | | | | | | 751 | | |
General and administrative | | | | | 3,411 | | | | | | 3,008 | | | | | | 9,292 | | | | | | 10,476 | | |
Selling and marketing | | | | | 435 | | | | | | 1,032 | | | | | | 2,533 | | | | | | 5,013 | | |
Total operating expenses | | | | | 10,354 | | | | | | 10,027 | | | | | | 33,793 | | | | | | 42,737 | | |
Loss from operations | | | | | (2,368) | | | | | | (4,804) | | | | | | (10,359) | | | | | | (11,541) | | |
Other non-operating income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 7 | | | | | | 91 | | | | | | 200 | | | | | | 718 | | |
Interest expense | | | | | — | | | | | | — | | | | | | (1) | | | | | | (15) | | |
Total other income | | | | | 7 | | | | | | 91 | | | | | | 199 | | | | | | 703 | | |
Net loss | | | | $ | (2,361) | | | | | $ | (4,713) | | | | | $ | (10,160) | | | | | $ | (10,838) | | |
Weighted average shares outstanding, basic and diluted(1) | | | | | 12,616,039 | | | | | | 12,508,608 | | | | | | 12,512,567 | | | | | | 12,409,010 | | |
Basic and diluted net loss per common share(2) | | | | $ | (0.19) | | | | | $ | (0.38) | | | | | $ | (0.81) | | | | | $ | (0.87) | | |
| | | As of December 31 2020 | | | As of September 30 | | ||||||||||||
Balance Sheet Data: | | | 2020 | | | 2019 | | ||||||||||||
| | | (unaudited) | | | | | | | | | | | | | | |||
| | | (in thousands) | | |||||||||||||||
Total assets | | | | $ | 18,332 | | | | | $ | 17,715 | | | | | $ | 26,619 | | |
Total liabilities | | | | $ | 8,336 | | | | | $ | 6,635 | | | | | $ | 5,884 | | |
Total stockholders’ equity | | | | $ | 9,996 | | | | | $ | 11,080 | | | | | $ | 20,735 | | |
| | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||
| | | (in thousands, except share and per share data) | | |||||||||
Summary Unaudited Pro Forma Condensed Combined Statements of Operations Data for the Three Months Ended December 31, 2020 | | | | | | | | | | | | | |
Net loss | | | | $ | (2,703) | | | | | $ | (2,703) | | |
Weighted average shares of Class A common stock outstanding, basic and diluted | | | | | 82,500,000 | | | | | | 55,000,000 | | |
Net loss per share of Class A common stock, basic and diluted | | | | $ | (0.03) | | | | | $ | (0.05) | | |
Summary Unaudited Pro Forma Condensed Combined Statements of Operations Data for the Twelve Months Ended September 30, 2020 | | | | | | | | | | | | | |
Net loss | | | | $ | (11,607) | | | | | $ | (11,607) | | |
Weighted average shares of Class A common stock outstanding, basic and diluted | | | | | 82,500,000 | | | | | | 55,000,000 | | |
Net loss per share of Class A common stock, basic and diluted | | | | $ | (0.14) | | | | | $ | (0.21) | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2020 | | | | | | | | | | | | | |
Total current assets | | | | $ | 384,345 | | | | | $ | 107,402 | | |
Total assets | | | | $ | 388,006 | | | | | $ | 111,063 | | |
Total current liabilities | | | | $ | 7,325 | | | | | $ | 7,325 | | |
Total liabilities | | | | $ | 7,536 | | | | | $ | 7,536 | | |
Total stockholders’ equity | | | | $ | 380,470 | | | | | $ | 103,527 | | |
| | | Historical Blade(1) | | | Historical EIC(1) | | | Pro Forma Combined | | |||||||||||||||||||||
| | | As of and for the Three Months Ended December 31, 2020 | | | As of and for the Nine Months Ended September 30, 2020 | | | As of and for the Year Ended December 31, 2020 | | | As of and for the Three Months Ended December 31, 2020 | | ||||||||||||||||||
| Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||||||||||
Book value per share(2) | | | | $ | 0.28 | | | | | $ | 0.61 | | | | | $ | 0.61 | | | | | $ | 4.61 | | | | | $ | 1.88 | | |
Weighted average shares of EIC Class A common stock outstanding, basic and diluted | | | | | | | | | | | 8,208,043 | | | | | | 8,214,508 | | | | | | 82,500,000 | | | | | | 55,000,000 | | |
Net loss per share of EIC Class A common stock, basic and diluted | | | | | | | | | | $ | (0.03) | | | | | $ | (0.05) | | | | | $ | (0.03) | | | | | $ | (0.05) | | |
Weighted average shares of Blade Common Stock outstanding, basic and diluted | | | | | 12,616,039 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Blade Common Stock, basic and diluted | | | | $ | (0.19) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Historical Blade(1) | | | Historical EIC(1) | | | Pro Forma Combined | | |||||||||||||||||||||
| | | As of and for the Year Ended September 30, 2020 | | | As of and for the Nine Months Ended September 30, 2020 | | | As of and for the period from May 24, 2019 (inception) through December 31, 2019 | | | As of and for the Year Ended September 30, 2020 | | ||||||||||||||||||
| Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||||||||||
Weighted average shares of EIC Class A common stock outstanding, basic and diluted | | | | | | | | | | | 8,208,043 | | | | | | 7,170,375 | | | | | | 82,500,000 | | | | | | 55,000,000 | | |
Net loss per share of EIC Class A common stock, basic and diluted | | | | | | | | | | $ | (0.03) | | | | | $ | (0.01) | | | | | $ | (0.14) | | | | | $ | (0.21) | | |
Weighted average shares of Blade Common Stock outstanding, basic and diluted | | | | | 12,512,567 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Blade Common Stock, basic and diluted | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Ownership Percentage(1) | | |||
EIC’s public stockholders (other than the PIPE Investors) | | | | | 33.3% | | |
PIPE Investors (other than the Sponsor and its affiliates) | | | | | 12.7% | | |
Sponsor (and its affiliates) | | | | | 10.8% | | |
Current holders of Blade Stock and Blade Options(2) | | | | | 43.2% | | |
| | | Assuming No Redemptions(1) | | | Assuming Maximum Redemptions(1)(2) | | ||||||
EIC’s public stockholders (other than the PIPE Investors) | | | | | 33.3% | | | | | | —% | | |
PIPE Investors (other than the Sponsor and its affiliates) | | | | | 12.7% | | | | | | 19.1% | | |
Sponsor (and its affiliates) | | | | | 10.8% | | | | | | 16.1% | | |
Current holders of Blade Stock and Blade Options(3) | | | | | 43.2% | | | | | | 64.8% | | |
| | | Calendar Year Ending December 31, | | |||||||||||||||||||||||||||||||||||||||
| | | 2020E | | | 2021E | | | 2022E | | | 2023E | | | 2024E | | | 2025E | | | 2026E | | |||||||||||||||||||||
(in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | | $ | 25 | | | | | $ | 52 | | | | | $ | 85 | | | | | $ | 181 | | | | | $ | 402 | | | | | $ | 601 | | | | | $ | 875 | | |
Adjusted EBITDA | | | | $ | (6) | | | | | $ | (12) | | | | | $ | (20) | | | | | $ | (13) | | | | | $ | 81 | | | | | $ | 179 | | | | | $ | 326 | | |
Selected Public Company | | | Enterprise Value / CY 2021E Adjusted EBITDA | |
Disruptive technology platform sector | | | | |
Tesla, Inc. | | | N/A | |
Peloton Interactive, Inc. | | | N/A | |
Netflix, Inc. | | | 38.2 | |
Uber Technologies, Inc. | | | N/A | |
Lyft, Inc. | | | N/A | |
Average for disruptive technology platform sector | | | 38.2 | |
Luxury brands sector | | | | |
Hermès International S.A. | | | 30.5 | |
Ferrari N.V. | | | 23.5 | |
Moncler S.p.A. | | | 18.3 | |
Kering S.A. | | | 14.6 | |
Brunello Cucinelli S.p.A. | | | 18.8 | |
Average for luxury brands sector | | | 21.2 | |
Asset-light logistics and transportation sector | | | | |
DSV Panalpina A/S | | | 15.7 | |
Kuehne + Nagel International AG | | | 13.4 | |
C.H. Robinson Worldwide, Inc. | | | 15.8 | |
Average for asset-light logistics and transportation sector | | | 14.9 | |
Recent Electric Transportation and Mobility SPAC Transactions | | | Enterprise Value / CY 2024E Adjusted EBITDA | |
ChargePoint Holdings, Inc. | | | 27.3 | |
Hyliion Inc. | | | 3.6 | |
Nikola Corporation | | | 28.0 | |
Velodyne Lidar, Inc. | | | 20.3 | |
Virgin Galactic Holdings, Inc. | | | 32.3 | |
Average for recent electric transportation and mobility SPAC transactions | | | 22.3 | |
Selected Public Company | | | Enterprise Value /CY 2021E Revenue | |
Disruptive technology platform sector | | | | |
Tesla, Inc. | | | 15.1 | |
Peloton Interactive, Inc. | | | 8.4 | |
Netflix, Inc. | | | 8.1 | |
Uber Technologies, Inc. | | | 5.4 | |
Selected Public Company | | | Enterprise Value /CY 2021E Revenue | |
Lyft, Inc. | | | 4.0 | |
Average for disruptive technology platform sector | | | 8.2 | |
Luxury brands sector | | | | |
Hermès International S.A. | | | 11.7 | |
Ferrari N.V. | | | 8.4 | |
Moncler S.p.A. | | | 7.4 | |
Kering S.A. | | | 5.2 | |
Brunello Cucinelli S.p.A. | | | 4.9 | |
Average for luxury brands sector | | | 7.5 | |
Asset-light logistics and transportation sector | | | | |
DSV Panalpina A/S | | | 2.0 | |
Kuehne + Nagel International AG | | | 1.2 | |
C.H. Robinson Worldwide, Inc. | | | 0.8 | |
Average for asset-light logistics and transportation sector | | | 1.3 | |
Recent Electric Transportation and Mobility SPAC Transactions | | | Enterprise Value /CY 2024E Revenue | |
ChargePoint Holdings, Inc. | | | 11.1 | |
Hyliion Inc. | | | 1.0 | |
Nikola Corporation | | | 1.9 | |
Velodyne Lidar, Inc. | | | 4.4 | |
Virgin Galactic Holdings, Inc. | | | 13.6 | |
Average for recent electric transportation and mobility SPAC transactions | | | 6.4 | |
Name | | | Office | |
Robert S. Wiesenthal | | | Chief Executive Officer and Director | |
William A. Heyburn | | | Chief Financial Officer and Head of Corporate Development | |
Melissa M. Tomkiel | | | President and General Counsel | |
Brandon Keene | | | Chief Technology Officer | |
Sean Grennan | | | Chief Accounting Officer | |
| | | As of September 30, 2020 | | |||||||||
| | | Vested Blade Options | | | Unvested Blade Options | | ||||||
Named Executive Officers | | | | | | | | | | | | | |
Robert S. Wiesenthal | | | | | 5,317,049 | | | | | | 1,807,051 | | |
William A. Heyburn | | | | | 161,086 | | | | | | 823,914 | | |
Melissa M. Tomkiel | | | | | 768,238 | | | | | | 981,762 | | |
All Other Executive Officers as a Group | | | | | 580,209 | | | | | | 319,791 | | |
| Sources | | | Uses | | ||||||||||||
| Equity issued to existing holders of Blade Stock and Blade Options(1) | | | | $ | 356.3 | | | | Blade Stock and Blade Options purchase price(1) | | | | $ | 356.3 | | |
| Cash available in EIC trust account(2) | | | | $ | 275.0 | | | | Estimated fees, issuance and other expenses(4) | | | | $ | 32.0 | | |
| PIPE Investment proceeds(3) | | | | $ | 125.0 | | | | Net cash to balance sheet(5) | | | | $ | 368.0 | | |
| Total sources: | | | | $ | 756.3 | | | | Total uses: | | | | $ | 756.3 | | |
Statement of Operations Data: | | | Year Ended December 31, 2020 | | | Period from May 24, 2019 (inception) through December 31, 2019 | | ||||||
| | | (in thousands, except share and per share data) | | |||||||||
Formation and operating costs | | | | $ | 678 | | | | | $ | 268 | | |
Loss from operations | | | | | (678) | | | | | | (268) | | |
Other income: | | | | | | | | | | | | | |
Interest on marketable securities held in Trust Account | | | | | 1,017 | | | | | | 1,262 | | |
Income before income taxes | | | | | 338 | | | | | | 993 | | |
Benefit (provision) for income taxes | | | | | (210) | | | | | | (209) | | |
Net income | | | | $ | 128 | | | | | $ | 785 | | |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | | | | | 26,160,492 | | | | | | 26,187,830 | | |
Basic and diluted net income per share, common stock subject to possible redemption | | | | $ | 0.02 | | | | | $ | 0.03 | | |
Basic and diluted weighted average shares outstanding, common stock | | | | | 8,214,508 | | | | | | 7,170,375 | | |
Basic and diluted net loss per common share, common stock | | | | $ | (0.05) | | | | | $ | (0.01) | | |
| | | As of December 31, | | |||||||||
Balance Sheet Data: | | | 2020 | | | 2019 | | ||||||
| | | (in thousands, except share data) | | |||||||||
Cash and cash equivalents | | | | $ | 846 | | | | | $ | 1,306 | | |
Marketable securities held in trust account | | | | $ | 276,943 | | | | | $ | 276,262 | | |
Total assets | | | | $ | 277,839 | | | | | $ | 277,692 | | |
Total liabilities | | | | $ | 10,016 | | | | | $ | 9,996 | | |
Class A common stock subject to possible redemption, 26,136,620 and 26,180,927 shares at redemption value as of December 31, 2020 and December 31, 2019, respectively | | | | $ | 262,824 | | | | | $ | 262,696 | | |
| | | For the Three Months Ended December 31, | | | Year Ended September 30, | | ||||||||||||||||||
Statement of Operations Data: | | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ||||||||||||
| | | (unaudited) | | | (unaudited) | | | | ||||||||||||||||
| | | (in thousands, except share and per share data) | | |||||||||||||||||||||
Revenue | | | | $ | 7,986 | | | | | $ | 5,223 | | | | | $ | 23,434 | | | | | $ | 31,196 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 6,322 | | | | | | 5,757 | | | | | | 21,107 | | | | | | 26,497 | | |
Software development | | | | | 186 | | | | | | 230 | | | | | | 861 | | | | | | 751 | | |
General and administrative | | | | | 3,411 | | | | | | 3,008 | | | | | | 9,292 | | | | | | 10,476 | | |
Selling and marketing | | | | | 435 | | | | | | 1,032 | | | | | | 2,533 | | | | | | 5,013 | | |
Total operating expenses | | | | | 10,354 | | | | | | 10,027 | | | | | | 33,793 | | | | | | 42,737 | | |
Loss from operations | | | | | (2,368) | | | | | | (4,804) | | | | | | (10,359) | | | | | | (11,541) | | |
Other non-operating income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 7 | | | | | | 91 | | | | | | 200 | | | | | | 718 | | |
Interest expense | | | | | — | | | | | | — | | | | | | (1) | | | | | | (15) | | |
Total other income | | | | | 7 | | | | | | 91 | | | | | | 199 | | | | | | 703 | | |
Net loss | | | | $ | (2,361) | | | | | $ | (4,713) | | | | | $ | (10,160) | | | | | $ | (10,838) | | |
Weighted average shares outstanding, basic and diluted(1) | | | | | 12,616,039 | | | | | | 12,508,608 | | | | | | 12,512,567 | | | | | | 12,409,010 | | |
Basic and diluted net loss per common share(2) | | | | $ | (0.19) | | | | | $ | (0.38) | | | | | $ | (0.81) | | | | | $ | (0.87) | | |
| | | As of December 31 2020 | | | As of September 30, | | ||||||||||||
Balance Sheet Data: | | | 2020 | | | 2019 | | ||||||||||||
| | | (unaudited) | | | | | | | | | | | | | | |||
| | | (in thousands) | | |||||||||||||||
Total assets | | | | $ | 18,332 | | | | | $ | 17,715 | | | | | $ | 26,619 | | |
Total liabilities | | | | $ | 8,336 | | | | | $ | 6,635 | | | | | $ | 5,884 | | |
Total stockholders’ equity | | | | $ | 9,996 | | | | | $ | 11,080 | | | | | $ | 20,735 | | |
| | | Pro Forma Combined | | |||||||||||||||||||||
| | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||
| | | Shares (millions) | | | Percentage(1) | | | Shares (millions) | | | Percentage(1) | | ||||||||||||
EIC’s public stockholders (other than the PIPE Investors) | | | | | 27.5 | | | | | | 33.3% | | | | | | — | | | | | | —% | | |
PIPE Investors (other than the Sponsor and its affiliates) | | | | | 10.5 | | | | | | 12.7% | | | | | | 10.5 | | | | | | 19.1% | | |
Sponsor (and its affiliates) | | | | | 8.9 | | | | | | 10.8% | | | | | | 8.9 | | | | | | 16.1% | | |
Current holders of Blade Stock and Blade Options(2) | | | | | 35.6 | | | | | | 43.2% | | | | | | 35.6 | | | | | | 64.8% | | |
Total EIC Class A common stock outstanding | | | | | 82.5 | | | | | | 100.0% | | | | | | 55.0 | | | | | | 100.0% | | |
As of December 31, 2020
| | | | | | | | | | | | | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||
(In thousands) | | | Historical Blade | | | Historical EIC | | | Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | | Additional Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | ||||||||||||||||||
| | | (a) | | | (b) | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Assets | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Current assets | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash and cash equivalents | | | | $ | 10,216 | | | | | $ | 846 | | | | | $ | 276,943(c) | | | | | $ | 381,243 | | | | | $ | (276,943)(h) | | | | | $ | 104,300 | | |
— | | | | | — | | | | | | — | | | | | | 125,000(d) | | | | | | — | | | | | | — | | | | | | — | | |
— | | | | | — | | | | | | — | | | | | | (30,597)(e) | | | | | | — | | | | | | — | | | | | | — | | |
— | | | | | — | | | | | | — | | | | | | (1,165)(k) | | | | | | — | | | | | | — | | | | | | — | | |
Restricted cash | | | | | 121 | | | | | | — | | | | | | — | | | | | | 121 | | | | | | — | | | | | | 121 | | |
Prepaid expenses and other current assets | | | | | 1,386 | | | | | | 50 | | | | | | — | | | | | | 1,436 | | | | | | — | | | | | | 1,436 | | |
Accounts receivable | | | | | 1,545 | | | | | | — | | | | | | — | | | | | | 1,545 | | | | | | — | | | | | | 1,545 | | |
Total current assets | | | | | 13,268 | | | | | | 896 | | | | | | 370,181 | | | | | | 384,345 | | | | | | (276,943) | | | | | | 107,402 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account | | | | | — | | | | | | 276,943 | | | | | | (276,943)(c) | | | | | | — | | | | | | — | | | | | | — | | |
Deferred recapitalization costs | | | | | 1,403 | | | | | | — | | | | | | (1,403)(e) | | | | | | — | | | | | | — | | | | | | — | | |
Investment in joint venture | | | | | 200 | | | | | | — | | | | | | — | | | | | | 200 | | | | | | — | | | | | | 200 | | |
Other non-current assets . | | | | | 110 | | | | | | — | | | | | | — | | | | | | 110 | | | | | | — | | | | | | 110 | | |
Intangible assets, net | | | | | 989 | | | | | | — | | | | | | — | | | | | | 989 | | | | | | — | | | | | | 989 | | |
Operating right-of-use asset . | | | | | 662 | | | | | | — | | | | | | — | | | | | | 662 | | | | | | — | | | | | | 662 | | |
Property and equipment, net . | | | | | 1,700 | | | | | | — | | | | | | — | | | | | | 1,700 | | | | | | — | | | | | | 1,700 | | |
Total assets | | | | $ | 18,332 | | | | | $ | 277,839 | | | | | $ | 91,835 | | | | | $ | 388,006 | | | | | $ | (276,943) | | | | | $ | 111,063 | | |
As of December 31, 2020
| | | | | | | | | | | | | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||
(In thousands) | | | Historical Blade | | | Historical EIC | | | Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | | Additional Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | ||||||||||||||||||
| | | (a) | | | (b) | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | $ | 2,139 | | | | | $ | 159 | | | | | $ | — | | | | | $ | 2,298 | | | | | $ | — | | | | | $ | 2,298 | | |
Accrued offering costs | | | | | — | | | | | | 26 | | | | | | (26)(e) | | | | | | — | | | | | | — | | | | | | — | | |
Income taxes payable | | | | | — | | | | | | 206 | | | | | | — | | | | | | 206 | | | | | | — | | | | | | 206 | | |
Deferred revenue | | | | | 4,418 | | | | | | — | | | | | | — | | | | | | 4,418 | | | | | | — | | | | | | 4,418 | | |
Operating lease liability, current | | | | | 403 | | | | | | — | | | | | | — | | | | | | 403 | | | | | | — | | | | | | 403 | | |
Note payable | | | | | 1,165 | | | | | | — | | | | | | (1,165)(k) | | | | | | — | | | | | | — | | | | | | — | | |
Total current liabilities | | | | | 8,125 | | | | | | 391 | | | | | | (1,191) | | | | | | 7,325 | | | | | | — | | | | | | 7,325 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred underwriting fee payable | | | | | — | | | | | | 9,625 | | | | | | (9,625)(e) | | | | | | — | | | | | | — | | | | | | — | | |
Operating lease liability, long-term | | | | | 211 | | | | | | — | | | | | | — | | | | | | 211 | | | | | | — | | | | | | 211 | | |
Total liabilities | | | | | 8,336 | | | | | | 10,016 | | | | | | (10,816) | | | | | | 7,536 | | | | | | — | | | | | | 7,536 | | |
Commitments and contingencies: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock subject to possible redemption | | | | | — | | | | | | 262,823 | | | | | | (262,823)(f) | | | | | | — | | | | | | — | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Common stock, $0.0001 par value | | | | | — | | | | | | — | | | | | | 4(g) | | | | | | 9 | | | | | | (3)(h) | | | | | | 6 | | |
| | | | | — | | | | | | — | | | | | | 3(f) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 1(d) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 1(j) | | | | | | — | | | | | | — | | | | | | — | | |
Class B Common stock, $0.0001 par value | | | | | — | | | | | | 1 | | | | | | (1)(j) | | | | | | — | | | | | | — | | | | | | — | | |
Preferred stock – Series Seed, $0.00001 par value | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred stock – Series A, $0.00001 par value | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred stock – Series B, $0.00001 par value | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Common stock, $0.00001 par value | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Additional paid in capital | | | | | 49,495 | | | | | | 4,087 | | | | | | 124,999(d) | | | | | | 420,519 | | | | | | (276,940)(h) | | | | | | 143,579 | | |
| | | | | — | | | | | | — | | | | | | (4)(g) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | (22,349)(e) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 262,820(f) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 912(i) | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 559(l) | | | | | | — | | | | | | — | | | | | | — | | |
Retained earnings (Accumulated deficit) | | | | | (39,499) | | | | | | 912 | | | | | | (912)(i) | | | | | | (40,058) | | | | | | — | | | | | | (40,058) | | |
| | | | | — | | | | | | — | | | | | | (559)(l) | | | | | | — | | | | | | — | | | | | | — | | |
Total stockholders’ equity | | | | | 9,996 | | | | | | 5,000 | | | | | | 365,474 | | | | | | 380,470 | | | | | | (276,943) | | | | | | 103,527 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 18,332 | | | | | $ | 277,839 | | | | | $ | 91,835 | | | | | $ | 388,006 | | | | | $ | (276,943) | | | | | $ | 111,063 | | |
For the Three Months Ended December 31, 2020
| | | | | | | | | | | | | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||
(in thousands, except share data) | | | Historical Blade | | | Historical EIC | | | Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | | Additional Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | ||||||||||||||||||
| | | (aa) | | | (bb) | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Revenue | | | | $ | 7,986 | | | | | $ | — | | | | | $ | — | | | | | $ | 7,986 | | | | | $ | — | | | | | $ | 7,986 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 6,322 | | | | | | — | | | | | | — | | | | | | 6,322 | | | | | | — | | | | | | 6,322 | | |
Software development | | | | | 186 | | | | | | — | | | | | | — | | | | | | 186 | | | | | | — | | | | | | 186 | | |
General and administrative | | | | | 3,411 | | | | | | 257 | | | | | | — | | | | | | 3,668 | | | | | | — | | | | | | 3,668 | | |
Selling and marketing | | | | | 435 | | | | | | — | | | | | | — | | | | | | 435 | | | | | | — | | | | | | 435 | | |
Total operating expenses | | | | | 10,354 | | | | | | 257 | | | | | | — | | | | | | 10,611 | | | | | | — | | | | | | 10,611 | | |
Loss from operations | | | | | (2,368) | | | | | | (257) | | | | | | — | | | | | | (2,625) | | | | | | — | | | | | | (2,625) | | |
Other non-operating income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 7 | | | | | | 5 | | | | | | (5)(cc) | | | | | | 7 | | | | | | — | | | | | | 7 | | |
Interest expense | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total other income (expense) | | | | | 7 | | | | | | 5 | | | | | | (5) | | | | | | 7 | | | | | | — | | | | | | 7 | | |
Income (loss) before income taxes | | | | | (2,361) | | | | | | (252) | | | | | | (5) | | | | | | (2,618) | | | | | | — | | | | | | (2,618) | | |
Benefit (provision) for income taxes | | | | | — | | | | | | (86) | | | | | | 1(cc) | | | | | | (85) | | | | | | — | | | | | | (85) | | |
Net income (loss) | | | | $ | (2,361) | | | | | $ | (338) | | | | | $ | (4) | | | | | $ | (2,703) | | | | | $ | — | | | | | $ | (2,703) | | |
Weighted average shares of Class A Common Stock outstanding, basic and diluted | | | | | | | | | | | 8,214,508 | | | | | | | | | | | | 82,500,000 | | | | | | | | | | | | 55,000,000 | | |
Net loss per share of Class A Common Stock, basic and diluted | | | | | | | | | | $ | (0.05) | | | | | | | | | | | $ | (0.03) | | | | | | | | | | | $ | (0.05) | | |
Weighted average shares of Blade Common Stock outstanding, basic and diluted | | | | | 12,616,039 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Blade Common Stock, basic and diluted | | | | $ | (0.19) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Twelve Months Ended September 30, 2020
| | | | | | | | | | | | | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | ||||||||||||||||||
(in thousands, except share data) | | | Historical Blade | | | Historical EIC | | | Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | | Additional Pro Forma Transaction Accounting Adjustments | | | Pro Forma Combined | | ||||||||||||||||||
| | | (aa) | | | (bb) | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Revenue | | | | $ | 23,434 | | | | | $ | — | | | | | $ | — | | | | | $ | 23,434 | | | | | $ | — | | | | | $ | 23,434 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 21,107 | | | | | | — | | | | | | — | | | | | | 21,107 | | | | | | — | | | | | | 21,107 | | |
Software development | | | | | 861 | | | | | | — | | | | | | — | | | | | | 861 | | | | | | — | | | | | | 861 | | |
General and administrative | | | | | 9,292 | | | | | | 646 | | | | | | 559(ddd) | | | | | | 10,497 | | | | | | — | | | | | | 10,497 | | |
Selling and marketing | | | | | 2,533 | | | | | | — | | | | | | — | | | | | | 2,533 | | | | | | — | | | | | | 2,533 | | |
Total operating expenses | | | | | 33,793 | | | | | | 646 | | | | | | 559 | | | | | | 34,998 | | | | | | — | | | | | | 34,998 | | |
Loss from operations | | | | | (10,359) | | | | | | (646) | | | | | | (559) | | | | | | (11,564) | | | | | | — | | | | | | (11,564) | | |
Other non-operating income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 200 | | | | | | 2,104 | | | | | | (2,104)(ccc) | | | | | | 200 | | | | | | — | | | | | | 200 | | |
Interest expense | | | | | (1) | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |
Total other income (expense) | | | | | 199 | | | | | | 2,104 | | | | | | (2,104) | | | | | | 199 | | | | | | — | | | | | | 199 | | |
Income (loss) before income taxes | | | | | (10,160) | | | | | | 1,459 | | | | | | (2,663) | | | | | | (11,365) | | | | | | — | | | | | | (11,365) | | |
Benefit (provision) for income taxes | | | | | — | | | | | | (306) | | | | | | 64(ccc) | | | | | | (242) | | | | | | — | | | | | | (242) | | |
Net income (loss) | | | | $ | (10,160) | | | | | $ | 1,153 | | | | | $ | (2,599) | | | | | $ | (11,607) | | | | | $ | — | | | | | $ | (11,607) | | |
Weighted average shares of Class A Common Stock outstanding, basic and diluted | | | | | | | | | | | 8,208,043 | | | | | | | | | | | | 82,500,000 | | | | | | | | | | | | 55,000,000 | | |
Net loss per share of Class A Common Stock, basic and diluted | | | | | | | | | | $ | (0.03) | | | | | | | | | | | $ | (0.14) | | | | | | | | | | | $ | (0.21) | | |
Weighted average shares of Blade Common Stock outstanding, basic and diluted | | | | | 12,512,567 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Blade Common Stock, basic and diluted | | | | $ | (0.81) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | | Year Ended December 31, 2020 | | | Nine Months Ended September 30, 2020 | | | Three Months Ended December 31, 2020 | | |||||||||
Formation and operating costs | | | | $ | 678 | | | | | $ | 421 | | | | | $ | 257 | | |
Loss from operations | | | | | (678) | | | | | | (421) | | | | | | (257) | | |
Other income: | | | | | | | | | | | | | | | | | | | |
Interest income on marketable securities held in Trust Account | | | | | 1,016 | | | | | | 1,011 | | | | | | 5 | | |
Income before income taxes | | | | | 338 | | | | | | 590 | | | | | | (252) | | |
Benefit (provision) for income taxes . . . . . | | | | | (210) | | | | | | (124) | | | | | | (86) | | |
Net income | | | | $ | 128 | | | | | $ | 466 | | | | | $ | (338) | | |
(in thousands) | | | Nine Months Ended September 30, 2020 | | | For the Period from May 24, 2019 (inception) through December 31, 2019 | | | For the Period from May 24, 2019 (inception) through September 30, 2019 | | | Twelve Months Ended September 30, 2020 | | ||||||||||||
Formation and operating costs | | | | $ | 421 | | | | | $ | 269 | | | | | $ | 44 | | | | | $ | 646 | | |
Loss from operations | | | | | (421) | | | | | | (269) | | | | | | (44) | | | | | | (646) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income on marketable securities held in Trust Account | | | | | 1,011 | | | | | | 1,262 | | | | | | 169 | | | | | | 2,104 | | |
Income before income taxes | | | | | 590 | | | | | | 993 | | | | | | 125 | | | | | | 1,458 | | |
Benefit (provision) for income taxes | | | | | (124) | | | | | | (209) | | | | | | (28) | | | | | | (305) | | |
Net income . . . . . . . . . . . . . | | | | $ | 466 | | | | | $ | 784 | | | | | $ | 97 | | | | | $ | 1,153 | | |
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Name | | | Age | | | Title | |
Eric Affeldt | | | 63 | | | Chairman and Chief Executive Officer | |
Charlie Martin | | | 50 | | | Chief Financial Officer and Treasurer | |
Michael Mohapp | | | 34 | | | Chief Investment Officer and Secretary | |
Martin J. Newburger | | | 48 | | | Director | |
Brian C. Witherow | | | 54 | | | Director | |
Rafael Pastor | | | 70 | | | Director | |
Edward Philip | | | 55 | | | Director | |
| Individual(1) | | | Entity | | | Entity’s Business | | | Affiliation | |
| Eric Affeldt | | | Vail Health System | | | Healthcare | | | Director | |
| Charlie Martin | | | KSL Capital Partners | | | Investing | | | Officer | |
| Michael Mohapp(2) | | | KSL Capital Partners | | | Investing | | | Principal | |
| Martin J. Newburger(3) | | | KSL Capital Partners | | | Investing | | | Partner | |
| Brian C. Witherow | | | Cedar Fair Entertainment | | | Entertainment | | | Officer | |
| Rafael Pastor | | | KUEHG Corp. | | | Education | | | Director | |
| | | | eDisability, LLC | | | Software | | | Director | |
| | | | RosettaBooks, LLC | | | E-books | | | Director | |
| Edward Philip | | | United Airlines | | | Airline | | | Director | |
| | | | Hasbro, Inc. | | | Toy and Entertainment | | | Director | |
| | | | BRP, Inc. | | | Vehicle Manufacturer | | | Director | |
Name | | | Age | | | Title | |
Robert S. Wiesenthal | | | 54 | | | Chief Executive Officer and Director | |
William A. Heyburn | | | 32 | | | Chief Financial Officer and Head of Corporate Development | |
Melissa M. Tomkiel | | | 40 | | | President and General Counsel | |
Brandon Keene | | | 35 | | | Chief Technology Officer | |
Sean Grennan | | | 51 | | | Chief Accounting Officer | |
Eric Affeldt | | | 63 | | | Chairman of the Board | |
Jane Garvey | | | 77 | | | Director | |
Kenneth Lerer | | | 69 | | | Director | |
Susan Lyne | | | 70 | | | Director | |
Edward Philip | | | 55 | | | Director | |
David Zaslav | | | 61 | | | Director | |
Name and Principal Position | | | Year | | | Salary | | | Option awards(1) | | | All other compensation(2) | | | Total compensation | | |||||||||||||||
Robert S. Wiesenthal | | | | | 2020 | | | | | | 350,000 | | | | | | 202,021 | | | | | | 3,137 | | | | | | 555,157 | | |
Chief Executive Officer | | | | | 2019 | | | | | | 350,000 | | | | | | 853,673 | | | | | | — | | | | | | 1,203,673 | | |
Melissa M. Tomkiel | | | | | 2020 | | | | | | 275,000 | | | | | | 86,107 | | | | | | — | | | | | | 361,107 | | |
President and General Counsel | | | | | 2019 | | | | | | 256,251 | | | | | | 55,939 | | | | | | — | | | | | | 312,190 | | |
William A. Heyburn | | | | | 2020 | | | | | | 200,000 | | | | | | 57,756 | | | | | | 60 | | | | | | 257,815 | | |
Chief Financial Officer and Head of Corporate Development | | | | | 2019 | | | | | | 153,125 | | | | | | 101,096 | | | | | | — | | | | | | 254,221 | | |
| | | | | | | | | Option Awards(11) | | |||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||||||||
Robert S. Wiesenthal | | | | | 4/10/2015 | | | | | | 3,400,000 | | | | | | 0 | | | | | | 0.13 | | | | | | 4/10/2025 | | |
| | | | | 9/1/2015 | | | | | | 388,005 | | | | | | 0 | | | | | | 0.13 | | | | | | 9/1/2025 | | |
| | | | | 11/16/2018 | | | | | | 1,529,044 | | | | | | 1,807,051(1) | | | | | | 0.13 | | | | | | 11/16/2028 | | |
Melissa M. Tomkiel | | | | | 4/10/2015 | | | | | | 430,171 | | | | | | 0 | | | | | | 0.13 | | | | | | 4/10/2025 | | |
| | | | | 6/27/2017 | | | | | | 218,656 | | | | | | 37,331(2) | | | | | | 0.13 | | | | | | 6/27/2027 | | |
| | | | | 11/16/2018 | | | | | | 102,223 | | | | | | 57,777(3) | | | | | | 0.13 | | | | | | 11/16/2028 | | |
| | | | | 7/11/2019 | | | | | | 17,188 | | | | | | 37,812(4) | | | | | | 0.13 | | | | | | 7/11/2029 | | |
| | | | | 7/28/2020 | | | | | | 0 | | | | | | 208,842(5) | | | | | | 0.13 | | | | | | 7/28/2030 | | |
| | | | | 7/28/2020 | | | | | | 0 | | | | | | 640,000(6) | | | | | | 0.13 | | | | | | 7/28/2030 | | |
William A. Heyburn | | | | | 11/16/2018 | | | | | | 77,752 | | | | | | 50,940(7) | | | | | | 0.13 | | | | | | 11/16/2028 | | |
| | | | | 7/11/2019 | | | | | | 83,334 | | | | | | 166,666(8) | | | | | | 0.13 | | | | | | 7/11/2029 | | |
| | | | | 7/28/2020 | | | | | | 0 | | | | | | 46,308(9) | | | | | | 0.13 | | | | | | 7/28/2030 | | |
| | | | | 7/28/2020 | | | | | | 0 | | | | | | 560,000(10) | | | | | | 0.13 | | | | | | 7/28/2030 | | |
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| | | Three Months Ended December 31, | | | Years Ended September 30, | | ||||||||||||||||||
| | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ||||||||||||
Seats flown – all flights | | | | | 2,946 | | | | | | 7,290 | | | | | | 17,346 | | | | | | 32,845 | | |
| | | For the Three Months Ended December 31, | | | | | |||||||||
Product Line | | | 2020 | | | 2019 | | | ||||||||
| | | (in thousands) | | | |||||||||||
Short distance flight services | | | | $ | 2,186 | | | | | $ | 3,167 | | | | ||
MediMobility organ transplant and jet | | | | | 5,229 | | | | | | 1,893 | | | | ||
Other | | | | | 571 | | | | | | 163 | | | | ||
Total Revenue | | | | $ | 7,986 | | | | | $ | 5,223 | | | |
| | | Three Months Ended December 31, | | |||||||||||||||||||||
| | | 2020 | | | 2019 | | ||||||||||||||||||
($ in thousands) | | | $ | | | % of 2020 Revenue | | | $ | | | % of 2019 Revenue | | ||||||||||||
Revenue | | | | | 7,986 | | | | | | 100 | | | | | | 5,223 | | | | | | 100 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 6,322 | | | | | | 79 | | | | | | 5,757 | | | | | | 110 | | |
Development costs | | | | | 186 | | | | | | 2 | | | | | | 230 | | | | | | 4 | | |
General and administrative | | | | | 3,411 | | | | | | 43 | | | | | | 3,008 | | | | | | 58 | | |
Selling and marketing | | | | | 435 | | | | | | 5 | | | | | | 1,032 | | | | | | 20 | | |
Total operating expenses | | | | | 10,354 | | | | | | 130 | | | | | | 10,027 | | | | | | 192 | | |
Loss from operations | | | | | (2,368) | | | | | | | | | | | | (4,804) | | | | | | | | |
Other non-operating income | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 7 | | | | | | | | | | | | 91 | | | | | | | | |
Total other income | | | | | 7 | | | | | | | | | | | | 91 | | | | | | | | |
Net loss | | | | | (2,361) | | | | | | | | | | | | (4,713) | | | | | | | | |
| | | Years Ended September 30, | | |||||||||||||||||||||
| | | 2020 | | | 2019 | | ||||||||||||||||||
($ in thousands) | | | $ | | | % of 2020 Revenue | | | $ | | | % of 2019 Revenue | | ||||||||||||
Revenue | | | | | 23,434 | | | | | | 100 | | | | | | 31,196 | | | | | | 100 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | 21,107 | | | | | | 90 | | | | | | 26,497 | | | | | | 85 | | |
Development costs | | | | | 861 | | | | | | 4 | | | | | | 751 | | | | | | 2 | | |
General and administrative | | | | | 9,292 | | | | | | 40 | | | | | | 10,476 | | | | | | 34 | | |
Selling and marketing | | | | | 2,533 | | | | | | 11 | | | | | | 5,013 | | | | | | 16 | | |
Total operating expenses | | | | | 33,793 | | | | | | 144 | | | | | | 42,737 | | | | | | 137 | | |
Loss from operations | | | | | (10,359) | | | | | | | | | | | | (11,541) | | | | | | | | |
Other non-operating income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | 200 | | | | | | | | | | | | 718 | | | | | | | | |
Interest expense | | | | | (1) | | | | | | | | | | | | (15) | | | | | | | | |
Total other income | | | | | 199 | | | | | | | | | | | | 703 | | | | | | | | |
Net loss | | | | | (10,160) | | | | | | | | | | | | (10,838) | | | | | | | | |
| | | Three Months Ended December 31, | | |||||||||||||||||||||
($ in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change | | ||||||||||||
Net cash used in operating activities | | | | $ | (2) | | | | | $ | (4,570) | | | | | | 3,008 | | | | | | (66) | | |
Net cash used in investing activities | | | | | (536) | | | | | | (358) | | | | | | (178) | | | | | | 50 | | |
Net cash provided by financing activities | | | | | (1,401) | | | | | | 5 | | | | | | (1,406) | | | | | | (28,120) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | | | $ | (1,939) | | | | | $ | (4,923) | | | | | | 1,424 | | | | | | (28,136) | | |
| | | Years Ended September 30 | | |||||||||||||||||||||
($ in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change | | ||||||||||||
Net cash used in operating activities | | | | $ | (10,818) | | | | | $ | (10,302) | | | | | | (516) | | | | | | 5.0 | | |
Net cash used in investing activities | | | | | (377) | | | | | | (1,054) | | | | | | 677 | | | | | | (64.2) | | |
Net cash provided by financing activities | | | | | 1,180 | | | | | | 116 | | | | | | 1,064 | | | | | | 917.2 | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | | | $ | (10,015) | | | | | $ | (11,240) | | | | | | 1,225 | | | | | | (10.9) | | |
| | | Fair Market Value of EIC Class A Common Stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (Period to Expiration of Public Warrants) | | | $10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00 | | |||||||||||||||||||||||||||
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Blade | | | EIC (as of and following the Merger) | |
Authorized Capital Stock | | |||
Blade is currently authorized to issue 50,300,000 shares of common stock, par value $0.00001 per share. As of March 26, 2021, there were 13,706,294 shares of Blade common stock outstanding. Blade is currently authorized to issue 2,817,000 shares of Series Seed preferred stock, 6,734,526 shares of Series A preferred stock and 12,660,000 shares of Series B preferred stock, each par value $0.00001 per share. As of March 26, 2021, there were 22,116,811 shares of Blade preferred stock outstanding. | | | EIC will be authorized to issue 402,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of Class A common stock, par value $0.0001 per share, and (ii) 2,000,000 shares of preferred stock, par value $0.0001 per share. As of March 22, 2021, we expect there will be 82,500,000 shares of EIC common stock outstanding following consummation of the Merger, assuming no redemptions by holders of EIC public shares, no exercise of warrants by any holders of EIC warrants and all EIC Options being net exercised. Following consummation of the Merger, EIC is not expected to have any preferred stock outstanding | |
Number of Directors | | |||
Blade’s board of directors consists of 5 directors. | | | Subject to the rights of holders of any series of preferred stock to elect directors and the terms of the Investor Rights Agreement, the number of directors is fixed from time to time by resolution of the EIC board of directors. | |
Classified Board of Directors | | |||
All directors are elected annually. | | | A three-class classified board of directors, with directors split as evenly as possible across the three classes. | |
Blade | | | EIC (as of and following the Merger) | |
Nomination Rights | | |||
Subject to Blade’s Amended and Restated Voting Agreement, dated January 30, 2018 (the “Blade Voting Agreement”), by and among Blade and certain Blade stockholders, holders of Blade Series Seed and Series A preferred stock, as a class, are entitled to elect one director, holders of Blade Series B preferred stock, as a class, are entitled to elect one director, holders of Blade common stock, as a class, are entitled to elect three directors and holders of Blade common stock and preferred stock, as a class, are entitled to elect one director. | | | Pursuant to the Investor Rights Agreement, the Sponsor has the right to nominate up to two directors, depending on the Sponsor’s beneficial ownership of EIC common stock. | |
Filling Vacancies on the Board of Directors | | |||
Subject to the rights granted to certain stockholders pursuant to the Voting Agreement, a vacancy in any seat filled by the holders of a class or series may only be filled by the remaining director or directors elected by that class or series of directors. | | | Subject to the rights granted to certain stockholders pursuant to the Investor Rights Agreement, vacancies may be filled only by the affirmative vote of a majority of the directors then in office, even if less than quorum, or by a sole remaining director. | |
Removal of Directors | | |||
Subject to the rights granted to certain stockholders pursuant to the Blade Voting Agreement, directors can be removed, with or without cause, by the affirmative vote of the majority of the holders of the shares of the class or series of capital stock entitled to elect such director or directors. | | | Subject to the rights granted to certain stockholders pursuant to the Investor Rights Agreement, directors (other than the directors elected by holders of any series of preferred stock, voting separately as a series or together with one or more other such series) may be removed with or without cause by the affirmative majority vote of outstanding shares. | |
Calling a Special Meeting of Stockholders | | |||
Stockholders holding at least 10% of shares in the aggregate, the board of directors, chairperson, the Chief Executive Officer or president can call a special meeting of stockholders. | | | Subject to the rights of holders of any series of preferred stock, special meetings may only be called by or at the direction of the board of directors or the chairperson. | |
Advance Notice of Stockholder Proposal or Nomination | | |||
None. | | | Advance notice required not less than 90 nor more 120 days prior to annual meeting. Highly detailed disclosure required, including disclosure of derivatives, options, short positions, and the requirement that the stockholder nominee and nominator submit a questionnaire with the nomination and make various representations, agreements and warranties to EIC. | |
Restrictions on Outside Compensation of Directors | | |||
No restrictions on outside compensation of directors. | | | There are no restrictions on outside compensation of directors, however director nominees nominated pursuant to the advance notice bylaw must represent that he or she does not have any undisclosed direct or indirect compensation in connection with service as a director from a third party. | |
Blade | | | EIC (as of and following the Merger) | |
Stockholder Action by Written Consent | | |||
Blade bylaws provide stockholders can take action by written consent, subject to signature and delivery requirements. | | | No action may be taken by stockholders via written consent, except to the extent expressly provided by the applicable certificate of designation relating to a series of preferred stock. | |
Voting Requirements for Amendments to Charter | | |||
The existing Blade charter is silent regarding mechanics of amending the existing Blade charter, except that Blade reserves the right to amend the charter as permitted by existing or future statute. The existing Blade charter does not allow for an amendment, alteration or repeal of provisions of the existing Blade charter if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, Blade preferred stockholders without the written consent or affirmative vote of holders of a majority of the preferred stock. Any amendment, repeal or modification of Article Ten (Indemnification) of the existing Blade charter shall not affect any right or protection of any person for any act or omission occurring prior to such amendment, repeal or modification and shall not adversely affect any right or protection of any director, officer or other agent of Blade existing at the time of such amendment, repeal or modification. | | | The EIC charter requires a majority threshold to amend most charter provisions. Holders of common stock are not entitled to vote on any amendment to the EIC charter that relates solely to the terms of one or more outstanding series of Blade preferred stock if holders of such affected series are entitled, either separately or together with holders of one or more other such series, to vote thereon. | |
Voting Requirements for Amendments to Bylaws | | |||
The board of directors has the power to adopt, amend or repeal the Blade bylaws. Stockholders are entitled to vote to adopt, amend or repeal the Blade bylaws. Stockholders cannot amend, alter or repeal any provision of bylaws that adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, Blade preferred stockholders without the written consent or affirmative vote of holders of a majority of Blade preferred stock. The Blade bylaws do not provide for special mechanics to amend the bylaws, so the general voting mechanics applicable to stockholder voting at stockholder meetings (majority of the votes present in person or represented by proxy) apply. | | | The board of directors has the power to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the EIC bylaws. Majority threshold required to amend the EIC bylaws. | |
Blank Check Preferred Stock | | |||
No blank check. The board of directors has authorized 22,211,526 shares of Blade preferred stock, of which 22,116,811 shares are outstanding. | | | The board of directors is authorized to issue preferred stock. | |
Blade | | | EIC (as of and following the Merger) | |
Delaware Forum Selection Provision | | |||
Not included. | | | The Court of Chancery of the State of Delaware (or the federal district court for the District of Delaware) shall be the sole and exclusive forum for specified actions, unless EIC consents in writing to an alternative forum. The federal district courts are the exclusive forum for claims arising under the Securities Act. | |
Waiver of Corporate Opportunity | | |||
The Existing Blade charter renounces opportunities offered to any member of the board of directors (who is not an employee of Blade) who is a partner, member or employee of an entity that is a holder of Blade preferred stock and that is primarily in the business of investing in other entities or managing such an entity. | | | EIC recognizes that the Sponsor and non-employee directors and their affiliates may engage in a similar line of business, and has waived the obligation of those parties and their affiliates to refrain from engaging in and possessing interests in any other business venture or from competing with EIC. EIC has also waived the obligation of those parties and their affiliates to bring potential business opportunities to EIC, except for opportunities expressly offered to such party solely in his or her capacity as a director or officer of EIC. | |
| | | EIC Class A common stock | | | Public Warrants | | | Units | | |||||||||||||||||||||||||||
Period | | | High | | | Low | | | High | | | Low | | | High | | | Low | | ||||||||||||||||||
2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Third Quarter(1) | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 10.07 | | | | | $ | 10.00 | | |
Fourth Quarter(2) | | | | $ | 9.85 | | | | | $ | 9.65 | | | | | $ | 1.15 | | | | | $ | 0.80 | | | | | $ | 10.10 | | | | | $ | 10.00 | | |
2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 10.29 | | | | | $ | 9.28 | | | | | $ | 1.50 | | | | | $ | 0.60 | | | | | $ | 11.50 | | | | | $ | 9.70 | | |
Second Quarter | | | | $ | 10.05 | | | | | $ | 9.70 | | | | | $ | 0.90 | | | | | $ | 0.48 | | | | | $ | 10.26 | | | | | $ | 9.80 | | |
Third Quarter | | | | $ | 10.47 | | | | | $ | 9.95 | | | | | $ | 1.42 | | | | | $ | 0.77 | | | | | $ | 10.50 | | | | | $ | 10.20 | | |
Fourth Quarter | | | | $ | 12.05 | | | | | $ | 9.90 | | | | | $ | 3.05 | | | | | $ | 0.90 | | | | | $ | 12.92 | | | | | $ | 9.35 | | |
2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter(3) | | | | $ | 19.88 | | | | | $ | 10.20 | | | | | $ | 6.20 | | | | | $ | 2.13 | | | | | $ | 22.98 | | | | | $ | 11.00 | | |
| | | | | | | | | | | | | | | | | | | | | Securities Beneficially Owned After the Transactions(2) | | |||||||||||||||||||||
| | | Securities Beneficially Owned Prior to the Transactions(1) | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | |||||||||||||||||||||||||||||||||
Name of Beneficial Owner | | | Shares of common stock(3) | | | % of Total(4) | | | % of Class A common stock | | | Shares of Class A common stock(3) | | | % of Total(4) | | | Shares of Class A common stock(3) | | | % of Total(4) | | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EIC Five Percent Holders Prior to the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Experience Sponsor LLC(5) | | | | | 6,875,000 | | | | | | 20.0% | | | | | | —% | | | | | | 13,925,000 | | | | | | 17.9% | | | | | | 13,925,000 | | | | | | 27.6% | | |
HG Vora Capital Management, LLC(6) | | | | | 2,000,000 | | | | | | 5.8% | | | | | | 7.3% | | | | | | 7,376,471 | | | | | | 10.1% | | | | | | 5,376,471 | | | | | | 11.8% | | |
Fidelity(7) | | | | | 1,788,503 | | | | | | 5.2% | | | | | | 6.5% | | | | | | 1,788,503 | | | | | | 2.5% | | | | | | — | | | | | | *% | | |
Magnetar Funds(8) | | | | | 1,717,061 | | | | | | 5.0% | | | | | | 6.2% | | | | | | 1,717,061 | | | | | | 2.4% | | | | | | — | | | | | | *% | | |
Millennium Group Management LLC(9) | | | | | 1,282,663 | | | | | | 3.7% | | | | | | 4.7% | | | | | | 1,282,663 | | | | | | 1.7% | | | | | | — | | | | | | *% | | |
EIC Directors and Executive Officers Prior to the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eric Affeldt(10) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Charlie Martin | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | �� | | | | | —% | | |
Michael Mohapp | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Martin Newburger | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Brain C. Witherow(10) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Rafael Pastor(10) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Edward Philip(10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All directors and executive officers as a group (7 individuals)(11) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Blade Five Percent Holders Prior to the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ColPE Blade Investor, LLC(12) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 6,233,498 | | | | | | 8.6% | | | | | | 6,233,498 | | | | | | 13.7% | | |
David Zaslav(13) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 3,082,428 | | | | | | 4.2% | | | | | | 3,082,428 | | | | | | 6.8% | | |
JumpTen LLC(14) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 1,878,753 | | | | | | 2.6% | | | | | | 1,878,753 | | | | | | 4.1% | | |
Blade Directors and Executive Officers Prior to the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Robert S. Wiesenthal(15) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 10,109,546 | | | | | | 12.9% | | | | | | 10,109,546 | | | | | | 20.0% | | |
John Borthwick(16) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 104,394 | | | | | | *% | | | | | | 104,394 | | | | | | *% | | |
Justin Chang | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Kenneth Lerer(17) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 1,235,418 | | | | | | 1.7% | | | | | | 1,235,418 | | | | | | 2.7% | | |
William A. Heyburn(18) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 935,540 | | | | | | 1.3% | | | | | | 935,540 | | | | | | 2.0% | | |
Melissa M. Tomkiel(19) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 1,496,021 | | | | | | 2.0% | | | | | | 1,496,021 | | | | | | 3.2% | | |
Brandon Keene(20) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 520,553 | | | | | | *% | | | | | | 520,553 | | | | | | 1.1% | | |
| | | | | | | | | | | | | | | | | | | | | Securities Beneficially Owned After the Transactions(2) | | |||||||||||||||||||||
| | | Securities Beneficially Owned Prior to the Transactions(1) | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | | |||||||||||||||||||||||||||||||||
Name of Beneficial Owner | | | Shares of common stock(3) | | | % of Total(4) | | | % of Class A common stock | | | Shares of Class A common stock(3) | | | % of Total(4) | | | Shares of Class A common stock(3) | | | % of Total(4) | | |||||||||||||||||||||
Sean Grennan(21) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 163,810 | | | | | | *% | | | | | | 163,810 | | | | | | *% | | |
EIC Five Percent Holders After the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Experience Sponsor LLC(5) | | | | | 6,875,000 | | | | | | 20.0% | | | | | | —% | | | | | | 13,925,000 | | | | | | 17.9% | | | | | | 13,925,000 | | | | | | 27.6% | | |
Colony Capital, Inc.(22) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 6,794,512 | | | | | | 9.3% | | | | | | 6,794,512 | | | | | | 15.0% | | |
ColPE Blade Investor, LLC(12) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 6,233,498 | | | | | | 8.6% | | | | | | 6,233,498 | | | | | | 13.7% | | |
HG Vora Capital Management, LLC(6) | | | | | 2,000,000 | | | | | | 5.8% | | | | | | 7.3% | | | | | | 7,376,471 | | | | | | 10.1% | | | | | | 5,376,471 | | | | | | 11.8% | | |
David Zaslav(13) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 3,082,428 | | | | | | 4.2% | | | | | | 3,082,428 | | | | | | 6.8% | | |
EIC Directors and Executive Officers After the Transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eric Affeldt(10) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Jane Garvey | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Kenneth Lerer | | | | | — | | | | | | —% | | | | | | —% | | | | | | 1,235,418 | | | | | | 1.7% | | | | | | 1,235,418 | | | | | | 2.7% | | |
Susan Lyne | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Edward Philip(10) | | | | | — | | | | | | —% | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
David Zaslav(13) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 3,082,428 | | | | | | 4.2% | | | | | | 3,082,428 | | | | | | 6.8% | | |
Robert S. Wiesenthal(15) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 10,109,546 | | | | | | 12.9% | | | | | | 10,109,546 | | | | | | 20.0% | | |
William A. Heyburn(18) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 935,540 | | | | | | 1.3% | | | | | | 935,540 | | | | | | 2.0% | | |
Melissa M. Tomkiel(19) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 1,496,021 | | | | | | 2.0% | | | | | | 1,496,021 | | | | | | 3.2% | | |
Brandon Keene(20) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 520,553 | | | | | | *% | | | | | | 520,553 | | | | | | 1.1% | | |
Sean Grennan(21) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 163,810 | | | | | | *% | | | | | | 163,810 | | | | | | *% | | |
All directors and executive officers as a group (11 individuals)(23) | | | | | — | | | | | | —% | | | | | | —% | | | | | | 17,543,316 | | | | | | 24.1% | | | | | | 17,543,316 | | | | | | 38.6% | | |
| | | Founder Shares | | | Private Placement Warrants | | ||||||
Eric Affeldt | | | | | 605,250 | | | | | | 350,000 | | |
Brian C. Witherow | | | | | 50,000(a) | | | | | | — | | |
Rafael Pastor | | | | | 50,000(a) | | | | | | — | | |
Edward Philip | | | | | 50,000(a) | | | | | | — | | |
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: EXPC.info@investor.morrowsodali.com
AUDITED FINANCIAL STATEMENTS
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| | | | F-6 | | | |
| | | | F-7 | | |
AUDITED FINANCIAL STATEMENTS
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| | | | | F-21 | | | |
| | | | | F-22 | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | |
UNAUDITED FINANCIAL STATEMENTS
| | | | | F-47 | | | |
| | | | | F-48 | | | |
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| | | | | F-50 | | | |
| | | | | F-51 | | |
Experience Investment Corp.
March 10, 2021
| | | December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash | | | | $ | 846,068 | | | | | $ | 1,305,608 | | |
Prepaid expenses | | | | | 50,000 | | | | | | 125,000 | | |
Total Current Assets | | | | | 896,068 | | | | | | 1,430,608 | | |
Marketable securities held in Trust Account | | | | | 276,943,339 | | | | | | 276,261,596 | | |
TOTAL ASSETS | | | | $ | 277,839,407 | | | | | $ | 277,692,204 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | $ | 158,947 | | | | | $ | 136,694 | | |
Accrued offering costs | | | | | 26,000 | | | | | | 26,000 | | |
Income taxes payable | | | | | 205,844 | | | | | | 208,612 | | |
Total Current Liabilities | | | | | 390,791 | | | | | | 371,306 | | |
Deferred underwriting fee payable | | | | | 9,625,000 | | | | | | 9,625,000 | | |
Total Liabilities | | | | | 10,015,791 | | | | | | 9,996,306 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Class A common stock subject to possible redemption 26,136,620 and 26,180,927 shares at redemption value as of December 31, 2020 and 2019, respectively | | | | | 262,823,607 | | | | | | 262,695,890 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,363,380 and 1,319,073 shares issued and outstanding (excluding 26,136,620 and 26,180,927 shares subject to possible redemption) as of December 31, 2020 and 2019, respectively | | | | | 136 | | | | | | 132 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,875,000 shares issued and outstanding as of December 31, 2020 and 2019 | | | | | 688 | | | | | | 688 | | |
Additional paid-in capital | | | | | 4,086,689 | | | | | | 4,214,410 | | |
Retained earnings | | | | | 912,496 | | | | | | 784,778 | | |
Total Stockholders’ Equity | | | | | 5,000,009 | | | | | | 5,000,008 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 277,839,407 | | | | | $ | 277,692,204 | | |
| | | Year Ended December 31, 2020 | | | For the Period from May 24, 2019 (Inception) through December 31, 2019 | | ||||||
Operating costs | | | | $ | 678,487 | | | | | $ | 268,206 | | |
Loss from operations | | | | | (678,487) | | | | | | (268,206) | | |
Other income: | | | | | | | | | | | | | |
Interest income on marketable securities held in Trust Account | | | | | 1,016,670 | | | | | | 1,261,596 | | |
Income before income taxes | | | | | 338,183 | | | | | | 993,390 | | |
Provision for income taxes | | | | | (210,465) | | | | | | (208,612) | | |
Net income | | | | $ | 127,718 | | | | | $ | 784,778 | | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | | | | | 26,160,492 | | | | | | 26,187,830 | | |
Basic and diluted net income per share, Common stock subject to possible redemption | | | | $ | 0.02 | | | | | $ | 0.03 | | |
Basic and diluted weighted average shares outstanding, Common stock | | | | | 8,214,508 | | | | | | 7,170,375 | | |
Basic and diluted net loss per common share, common stock | | | | $ | (0.05) | | | | | $ | (0.01) | | |
| | | Class A Common Stock | | | Class B Common Stock | | | Additional Paid-in Capital | | | Retained Earnings | | | Total Stockholders’ Equity | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – May 24, 2019 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Founder Shares to Sponsor | | | | | — | | | | | | — | | | | | | 7,187,500 | | | | | | 719 | | | | | | 24,281 | | | | | | — | | | | | | 25,000 | | |
Forfeiture of Founder Shares | | | | | — | | | | | | — | | | | | | (312,500) | | | | | | (31) | | | | | | 31 | | | | | | — | | | | | | — | | |
Sale of 27,500,000 Units, net of underwriting discount and offering expenses | | | | | 27,500,000 | | | | | | 2,750 | | | | | | — | | | | | | — | | | | | | 259,383,370 | | | | | | — | | | | | | 259,386,120 | | |
Sale of 5,000,000 Private Placement Warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,500,000 | | | | | | — | | | | | | 7,500,000 | | |
Class A common stock subject to possible redemption | | | | | (26,180,927) | | | | | | (2,618) | | | | | | — | | | | | | — | | | | | | (262,693,272) | | | | | | — | | | | | | (262,695,890) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 784,778 | | | | | | 784,778 | | |
Balance – December 31, 2019 | | | | | 1,319,073 | | | | | | 132 | | | | | | 6,875,000 | | | | | | 688 | | | | | | 4,214,410 | | | | | | 784,778 | | | | | | 5,000,008 | | |
Change in value of Class A common stock subject to possible redemption | | | | | 44,307 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | (127,721) | | | | | | — | | | | | | (127,717) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,718 | | | | | | 127,718 | | |
Balance – December 31, 2020 | | | | | 1,363,380 | | | | | $ | 136 | | | | | | 6,875,500 | | | | | $ | 688 | | | | | $ | 4,086,689 | | | | | $ | 912,496 | | | | | $ | 5,000,009 | | |
| | | Year Ended December 31, 2020 | | | For the Period from May 24, 2019 (Inception) Through December 31, 2019 | | ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income | | | | $ | 127,718 | | | | | $ | 784,778 | | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account | | | | | (1,016,670) | | | | | | (1,261,596) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses | | | | | 75,000 | | | | | | (125,000) | | |
Accounts payable and accrued expenses | | | | | 22,253 | | | | | | 136,694 | | |
Income taxes payable | | | | | (2,768) | | | | | | 208,612 | | |
Net cash used in operating activities | | | | | (794,467) | | | | | | (256,512) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account | | | | | — | | | | | | (275,000,000) | | |
Cash withdrawn from Trust Account to pay franchise and income taxes | | | | | 334,927 | | | | | | — | | |
Net cash provided by (used in) investing activities | | | | | 334,927 | | | | | | (275,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid | | | | | — | | | | | | 269,500,000 | | |
Proceeds from sale of Private Placement Warrants | | | | | — | | | | | | 7,500,000 | | |
Proceeds from promissory notes – related party | | | | | — | | | | | | 231,366 | | |
Repayment of promissory notes – related party | | | | | — | | | | | | (231,366) | | |
Payment of offering costs | | | | | — | | | | | | (437,880) | | |
Net cash provided by financing activities | | | | | — | | | | | | 276,562,120 | | |
Net Change in Cash | | | | | (459,540) | | | | | | 1,305,608 | | |
Cash – Beginning | | | | | 1,305,608 | | | | | | — | | |
Cash – Ending | | | | $ | 846,068 | | | | | $ | 1,305,608 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes | | | | $ | 213,233 | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of Class A common stock subject to redemption | | | | $ | — | | | | | $ | 261,909,820 | | |
Change in value of Class A common stock subject to possible redemption | | | | $ | 127,717 | | | | | $ | 786,070 | | |
Deferred underwriting fee payable | | | | $ | — | | | | | $ | 9,625,000 | | |
Offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock to Sponsor | | | | $ | — | | | | | $ | 25,000 | | |
| | | Year Ended December 31, 2020 | | | For the Period from May 24, 2019 (inception) through December 31, 2019 | | ||||||
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 | | | | $ | 572,275 | | | | | $ | 886,588 | | |
Unrealized loss on marketable securities held in Trust Account | | | | | — | | | | | | — | | |
Net Income allocable to shares subject to possible redemption | | | | $ | 572,275 | | | | | $ | 886,588 | | |
Denominator: Weighted Average Common stock subject to possible redemption | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding | | | | | 26,160,492 | | | | | | 26,187,830 | | |
Basic and diluted net income per share | | | | $ | 0.02 | | | | | $ | 0.03 | | |
Non-Redeemable Common Stock | | | | | | | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | | | | | | | |
Net Income | | | | $ | 127,718 | | | | | $ | 784,778 | | |
Net Income allocable to Common stock subject to possible redemption | | | | | (572,275) | | | | | | (886,588) | | |
Non-Redeemable Net Loss | | | | $ | (444,557) | | | | | $ | 101,810) | | |
Denominator: Weighted Average Non-Redeemable Common Stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding | | | | | 8,214,508 | | | | | | 7,170,375 | | |
Basic and diluted net loss per share | | | | $ | (0.05) | | | | | $ | (0.01) | | |
| | | As of December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Deferred tax asset | | | | ||||||||||
Organizational costs/Startup expenses | | | | $ | 122,876 | | | | | $ | — | | |
Total deferred tax asset | | | | | 122,876 | | | | | | — | | |
Valuation allowance | | | | | (122,876) | | | | | | — | | |
Deferred tax asset, net of allowance | | | | $ | — | | | | | $ | — | | |
| | | As of December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Federal | | | | | | | | | | | | | |
Current | | | | $ | 170,647 | | | | | $ | 208,612 | | |
Deferred | | | | | (99,629) | | | | | | — | | |
State and Local | | | | | | | | | | | | | |
Current | | | | | 39,818 | | | | | | — | | |
Deferred | | | | | (23,247) | | | | | | — | | |
Change in valuation allowance | | | | | 122,876 | | | | | | — | | |
Income tax provision | | | | $ | 210,465 | | | | | $ | 208,612 | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
Statutory federal income tax rate | | | | | 21.0% | | | | | | 21.0% | | |
State taxes, net of federal tax benefit | | | | | 4.9% | | | | | | 0.0% | | |
Valuation allowance | | | | | 36.3% | | | | | | 0.0% | | |
Income tax provision | | | | | 62.2% | | | | | | 21.0% | | |
Description | | | Level | | | December 31, 2020 | | | December 31, 2019 | | |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account | | | | | 1 | | | | | $ | 276,943,339 | | | | | $ | 276,261,596 | | |
Blade Urban Air Mobility, Inc.
January 18, 2021, except for Note 11 of which the date is January 27, 2021
(in thousands, except share and per share data)
| | | As of September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 12,162 | | | | | $ | 22,177 | | |
Restricted cash | | | | | 114 | | | | | | 114 | | |
Prepaid expenses and other current assets | | | | | 1,011 | | | | | | 665 | | |
Accounts receivable | | | | | 1,092 | | | | | | 501 | | |
Total current assets | | | | | 14,379 | | | | | | 23,457 | | |
Non-current assets | | | | | | | | | | | | | |
Investment in joint venture | | | | | 200 | | | | | | 200 | | |
Other non-current assets | | | | | 107 | | | | | | 124 | | |
Intangible assets, net | | | | | 533 | | | | | | 723 | | |
Operating right-of-use asset | | | | | 737 | | | | | | 397 | | |
Property and equipment, net | | | | | 1,759 | | | | | | 1,718 | | |
Total assets | | | | $ | 17,715 | | | | | $ | 26,619 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | $ | 776 | | | | | $ | 2,186 | | |
Deferred revenue | | | | | 3,973 | | | | | | 3,328 | | |
Operating lease liability, current | | | | | 430 | | | | | | 195 | | |
Note payable | | | | | 1,165 | | | | | | — | | |
Total current liabilities | | | | | 6,344 | | | | | | 5,709 | | |
Non-current liabilities | | | | | | | | | | | | | |
Operating lease liability, long-term | | | | | 291 | | | | | | 175 | | |
Total liabilities | | | | | 6,635 | | | | | | 5,884 | | |
Commitments and Contingencies (Note 12) | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock – Series Seed, $0.00001 par value, 2,817,000 shares authorized, issued and outstanding at September 30, 2020 and 2019 | | | | | — | | | | | | — | | |
Preferred stock – Series A, $0.00001 par value, 6,734,526 shares authorized, 6,734,517 issued and outstanding at September 30, 2020 and 2019 | | | | | — | | | | | | — | | |
Preferred stock – Series B, $0.00001 par value, 12,660,000 shares authorized at September 30, 2020 and 2019, 12,565,294 shares issued and outstanding at September 30, 2020 and 2019 | | | | | — | | | | | | — | | |
Common stock, $0.00001 par value; 50,300,000 authorized; 12,592,851 and 12,502,885 shares issued and outstanding at September 30, 2020 and 2019, respectively. | | | | | — | | | | | | — | | |
Additional paid in capital | | | | | 48,218 | | | | | | 47,713 | | |
Accumulated deficit | | | | | (37,138) | | | | | | (26,978) | | |
Total stockholders’ equity | | | | | 11,080 | | | | | | 20,735 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 17,715 | | | | | $ | 26,619 | | |
(in thousands, except share and per share data)
| | | For the Years Ended September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Revenue | | | | $ | 23,434 | | | | | $ | 31,196 | | |
Operating expenses | | | | | | | | | | | | | |
Cost of revenue | | | | | 21,107 | | | | | | 26,497 | | |
Software development | | | | | 861 | | | | | | 751 | | |
General and administrative | | | | | 9,292 | | | | | | 10,476 | | |
Selling and marketing | | | | | 2,533 | | | | | | 5,013 | | |
Total operating expenses | | | | | 33,793 | | | | | | 42,737 | | |
Loss from operations | | | | | (10,359) | | | | | | (11,541) | | |
Other non-operating income (expense) | | | | | | | | | | | | | |
Interest income | | | | | 200 | | | | | | 718 | | |
Interest expense | | | | | (1) | | | | | | (15) | | |
Total other income | | | | | 199 | | | | | | 703 | | |
Net loss | | | | $ | (10,160) | | | | | $ | (10,838) | | |
Weighted average shares outstanding, basic and diluted | | | | | 12,512,567 | | | | | | 12,409,010 | | |
Net loss per share, basic and diluted | | | | $ | (0.81) | | | | | $ | (0.87) | | |
(in thousands, except share and per share data)
| | | Preferred Stock — Series Seed | | | Preferred Stock — Series A | | | Preferred Stock — Series B | | | Common Stock | | | Additional Paid- In Capital | | | Accumulated Deficit | | | Treasury Stock | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at October 1, 2018 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 16,623,396 | | | | | $ | — | | | | | $ | 48,964 | | | | | $ | (16,140) | | | | | $ | (1,684) | | | | | $ | 31,140 | | |
Cancellation of Treasury stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,432,748) | | | | | | — | | | | | | (1,684) | | | | | | — | | | | | | 1,684 | | | | | | — | | |
Stock option exercises | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 312,237 | | | | | | — | | | | | | 116 | | | | | | — | | | | | | — | | | | | | 116 | | |
Stock-based compensation | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 317 | | | | | | — | | | | | | — | | | | | | 317 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,838) | | | | | | — | | | | | | (10,838) | | |
Balance at September 30, 2019 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 12,502,885 | | | | | $ | — | | | | | $ | 47,713 | | | | | $ | (26,978) | | | | | $ | — | | | | | $ | 20,735 | | |
Stock option exercises | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 89,966 | | | | | | — | | | | | | 15 | | | | | | — | | | | | | — | | | | | | 15 | | |
Stock-based compensation | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 490 | | | | | | — | | | | | | — | | | | | | 490 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,160) | | | | | | — | | | | | | (10,160) | | |
Balance at September 30, 2020 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 12,592,851 | | | | | $ | — | | | | | $ | 48,218 | | | | | $ | (37,138) | | | | | $ | — | | | | | $ | 11,080 | | |
(in thousands)
| | | For the Years Ended September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (10,160) | | | | | $ | (10,838) | | |
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization | | | | | 526 | | | | | | 472 | | |
Stock-based compensation | | | | | 490 | | | | | | 317 | | |
Loss on sale of property and equipment | | | | | — | | | | | | 28 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | | | (346) | | | | | | (315) | | |
Accounts receivable | | | | | (591) | | | | | | (165) | | |
Other non-current assets | | | | | 17 | | | | | | (93) | | |
Operating lease assets/liabilities | | | | | 11 | | | | | | (27) | | |
Accounts payable and accrued expenses | | | | | (1,410) | | | | | | (402) | | |
Deferred revenue | | | | | 645 | | | | | | 721 | | |
Net cash used in operating activities | | | | | (10,818) | | | | | | (10,302) | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | |
Purchase of customer list | | | | | — | | | | | | (250) | | |
Investment in joint venture | | | | | — | | | | | | (200) | | |
Purchase of property and equipment | | | | | (377) | | | | | | (604) | | |
Net cash used in investing activities | | | | | (377) | | | | | | (1,054) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from the exercise of common stock options | | | | | 15 | | | | | | 116 | | |
Proceeds from note payable | | | | | 1,165 | | | | | | — | | |
Net cash provided by financing activities | | | | | 1,180 | | | | | | 116 | | |
Net decrease in cash and cash equivalents and restricted cash | | | | | (10,015) | | | | | | (11,240) | | |
Cash and cash equivalents and restricted cash – beginning | | | | | 22,291 | | | | | | 33,531 | | |
Cash and cash equivalents and restricted cash – ending | | | | $ | 12,276 | | | | | $ | 22,291 | | |
Cash and cash equivalents | | | | $ | 12,162 | | | | | $ | 22,177 | | |
Restricted cash | | | | | 114 | | | | | | 114 | | |
Total | | | | $ | 12,276 | | | | | $ | 22,291 | | |
Supplemental cash flow information | | | | | | | | | | | | | |
Cash paid for: | | | | | | | | | | | | | |
Interest | | | | $ | — | | | | | $ | — | | |
Income Taxes | | | | $ | — | | | | | $ | — | | |
Supplemental non-cash investing and financing activities | | | | | | | | | | | | | |
Right of use assets acquired under operating leases | | | | $ | 788 | | | | | $ | 512 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | | | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | | | Significant Unobservable Inputs (Level 3) | | |||||||||
September 30, 2019 | | | | | | | | | | | | | | | | | | | |
Commission liability | | | | $ | — | | | | | $ | — | | | | | $ | 73 | | |
| | | Commission Liability Roll Forward | | |||
As of September 30, 2018 | | | | $ | 527 | | |
Payments | | | | | (469) | | |
Accretion | | | | | 15 | | |
As of September 30, 2019 | | | | $ | 73 | | |
Payments | | | | | (74) | | |
Accretion | | | | | 1 | | |
As of September 30, 2020 | | | | $ | — | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | Year Ended September 30, | | |||||||||
Product Line | | | 2020 | | | 2019 | | ||||||
Short distance flight services | | | | $ | 9,941 | | | | | $ | 26,017 | | |
MediMobility organ transplant and jet | | | | | 12,785 | | | | | | 4,965 | | |
Other | | | | | 708 | | | | | | 214 | | |
Total Revenue | | | | $ | 23,434 | | | | | $ | 31,196 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | Useful Life (in years) | | | As of September 30, | | |||||||||
| | | 2020 | | | 2019 | | |||||||||
Furniture and fixtures | | | 5 | | | | $ | 437 | | | | | $ | 383 | | |
Technology equipment | | | 3 | | | | | 182 | | | | | | 174 | | |
Leasehold improvements | | | Shorter of useful life or life of lease | | | | | 2,215 | | | | | | 1,900 | | |
Vehicle | | | 5 | | | | | 5 | | | | | | 5 | | |
Total property and equipment, gross | | | | | | | | 2,839 | | | | | | 2,462 | | |
Less: Accumulated depreciation and amortization | | | | | | | | (1,080) | | | | | | (744) | | |
Total property and equipment, net | | | | | | | $ | 1,759 | | | | | $ | 1,718 | | |
(amounts in thousands, except share and per share data)
| Cash consideration | | | | $ | 175 | | |
| Estimate of future commission liability of $543, net of discount of $26 | | | | | 517 | | |
| Total value of customer list acquired | | | | $ | 692 | | |
(amounts in thousands, except share and per share data)
Finite-lived intangible assets | | | Estimated useful life | | | 2020 | | | 2019 | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | | | Accumulated Amortization | | | Net | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||
Customer list | | | 5 years | | | | $ | 942 | | | | | $ | (414) | | | | | $ | 528 | | | | | $ | 942 | | | | | $ | (224) | | | | | $ | 718 | | | | | | | | | ||||||||||||
Trademarks | | | 10 years | | | | | 6 | | | | | | (1) | | | | | | 5 | | | | | | 6 | | | | | | (1) | | | | | | 5 | | | | | | | | | ||||||||||||
Total | | | | | | | $ | 948 | | | | | $ | (415) | | | | | $ | 533 | | | | | $ | 948 | | | | | $ | (225) | | | | | $ | 723 | | | | | | | | |
(amounts in thousands, except share and per share data)
| | | | | | As of | | |||||||||
| | | Balance Sheet Location | | | September 30, 2020 | | | September 30, 2019 | | ||||||
Operating leases: | | | | | | | | | | | | | | | | |
Right-of-use asset | | | Operating Right-of-use asset | | | | $ | 737 | | | | | $ | 397 | | |
Operating lease liability, current | | | Operating lease liability, current | | | | | 430 | | | | | | 195 | | |
Operating lease liability, long term | | | Operating lease Liability, long term | | | | | 291 | | | | | | 175 | | |
| | | Year Ended September 30, 2020 | | | Year Ended September 30, 2019 | | ||||||
Lease cost | | | | | | | | | | | | | |
Short-term lease cost | | | | $ | 60 | | | | | $ | 340 | | |
Operating lease cost | | | | | 421 | | | | | | 109 | | |
Total | | | | $ | 481 | | | | | $ | 449 | | |
| | | As of September 30, 2020 | | |||
Other information | | | | | | | |
Weighted-average discount rate – operating lease | | | | | 5.00% | | |
Weighted-average remaining lease term – operating lease (in months) | | | | | 21 | | |
For Years September 30, | | | | | | | |
2021 | | | | $ | 455 | | |
2022 | | | | | 264 | | |
2023 | | | | | 36 | | |
Total future minimum lease payments, undiscounted | | | | | 755 | | |
Less: Imputed interest for leases in excess of one year | | | | | 34 | | |
Present value of future minimum lease payments | | | | $ | 721 | | |
Present value of future minimum lease payments – current | | | | $ | 430 | | |
Present value of future minimum lease payments, non-current | | | | $ | 291 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | Year Ended September 30, | | |||
| | | 2020 | | | 2019 | |
Stock price | | | $0.13 | | | $0.44 – $0.48 | |
Exercise price | | | $0.13 | | | $0.44 – $0.48 | |
Dividend yield | | | 0% | | | 0% | |
Expected volatility | | | 60% | | | 60% | |
Risk-Free interest rate | | | 0.14% – 0.44% | | | 1.88% – 2.99% | |
Expected life (in years) | | | 2.4 – 6.08 | | | 5.48 – 6.08 | |
(amounts in thousands, except share and per share data)
| | | Options | | | Weighted Average Grant Date Fair Value | | | Weighted Average Fair Value | | | Weighted Average Remaining Life (years) | | ||||||||||||
Outstanding – October 1, 2018 | | | | | 7,197,652 | | | | | $ | 0.25 | | | | | $ | 0.10 | | | | | | 7.0 | | |
Granted | | | | | 5,076,337 | | | | | | 0.45 | | | | | | 0.26 | | | | | | | | |
Exercised | | | | | (306,925) | | | | | | 0.38 | | | | | | 0.21 | | | | | | | | |
Forfeited | | | | | (187,856) | | | | | | 0.41 | | | | | | 0.24 | | | | | | | | |
Outstanding – September 30, 2019 | | | | | 11,779,208 | | | | | $ | 0.33 | | | | | $ | 0.17 | | | | | | 7.3 | | |
Granted | | | | | 2,200,532 | | | | | | 0.13 | | | | | | 0.07 | | | | | | | | |
Exercised | | | | | (89,966) | | | | | | 0.48 | | | | | | 0.27 | | | | | | | | |
Forfeited | | | | | (346,376) | | | | | | 0.48 | | | | | | 0.27 | | | | | | | | |
Outstanding – September 30, 2020 | | | | | 13,543,398 | | | | | | 0.14 | | | | | | 0.15 | | | | | | 6.8 | | |
Exercisable as of September 30, 2020 | | | | | 10,040,803 | | | | | $ | 0.15 | | | | | $ | 0.13 | | | | | | 5.5 | | |
| | | Year Ended September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Software development expenses | | | | $ | 29 | | | | | $ | 35 | | |
Sales and marketing expenses | | | | | — | | | | | | 12 | | |
General and administrative expenses | | | | | 461 | | | | | | 270 | | |
Total stock-based compensation expense | | | | $ | 490 | | | | | $ | 317 | | |
(amounts in thousands, except share and per share data)
| | | Year Ended September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Current | | | | | | | | | | | | | |
Federal | | | | $ | — | | | | | $ | — | | |
State | | | | | — | | | | | | — | | |
Total current | | | | | — | | | | | | — | | |
Federal | | | | | 2,048 | | | | | | 2,196 | | |
State | | | | | 500 | | | | | | 969 | | |
Total deferred before valuation allowance | | | | | 2,548 | | | | | | 3,165 | | |
Change in valuation allowance | | | | | (2,548) | | | | | | (3,165) | | |
Total deferred expense, net of valuation allowance | | | | | — | | | | | | — | | |
Total income tax expense | | | | $ | — | | | | | $ | — | | |
(amounts in thousands, except share and per share data)
| | | Year Ended September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Tax at federal statutory rate | | | | | (21.0)% | | | | | | (21.0)% | | |
State and local tax | | | | | (5.4)% | | | | | | (9.3)% | | |
Non-deductible stock compensation | | | | | 0.3% | | | | | | 0.3% | | |
Non-deductible expenses | | | | | 0.7% | | | | | | 0.7% | | |
Change in deferred tax rate | | | | | 0.3% | | | | | | -% | | |
Change in valuation allowance | | | | | 25.1% | | | | | | 29.3% | | |
Effective tax rate | | | | | 0.0% | | | | | | 0.0% | | |
| | | As of September 30, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Deferred tax assets/(liability): | | | | | | | | | | | | | |
Net operating loss carryforwards | | | | $ | 9,769 | | | | | $ | 7,339 | | |
Stock-based compensation | | | | | 231 | | | | | | 199 | | |
Amortization of intangibles | | | | | 71 | | | | | | 45 | | |
Deferred tax assets | | | | | 10,071 | | | | | | 7,583 | | |
Valuation allowance | | | | | (10,042) | | | | | | (7,493) | | |
Deferred tax assets, net of valuation allowance | | | | | 29 | | | | | | 90 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Property and equipment | | | | | (29) | | | | | | (90) | | |
Tax deferred tax liabilities | | | | | (29) | | | | | | (90) | | |
Deferred tax liabilities, net of valuation allowance and deferred tax assets | | | | $ | — | | | | | $ | — | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(in thousands, except share and per share data)
| | | As of | | |||||||||
| | | December 31, 2020 | | | September 30, 2020 | | ||||||
Assets | | | | | (unaudited) | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 10,216 | | | | | $ | 12,162 | | |
Restricted cash | | | | | 121 | | | | | | 114 | | |
Prepaid expenses and other current assets | | | | | 1,386 | | | | | | 1,011 | | |
Accounts receivable | | | | | 1,545 | | | | | | 1,092 | | |
Total current assets | | | | | 13,268 | | | | | | 14,379 | | |
Non-current assets | | | | | | | | | | | | | |
Investment in joint venture | | | | | 200 | | | | | | 200 | | |
Other non-current assets | | | | | 110 | | | | | | 107 | | |
Intangible assets, net | | | | | 989 | | | | | | 533 | | |
Operating right-of-use asset | | | | | 662 | | | | | | 737 | | |
Deferred recapitalization costs | | | | | 1,403 | | | | | | — | | |
Property and equipment, net | | | | | 1,700 | | | | | | 1,759 | | |
Total assets | | | | $ | 18,332 | | | | | $ | 17,715 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | | $ | 2,139 | | | | | $ | 776 | | |
Deferred revenue | | | | | 4,418 | | | | | | 3,973 | | |
Operating lease liability, current | | | | | 403 | | | | | | 430 | | |
Note payable | | | | | 1,165 | | | | | | 1,165 | | |
Total current liabilities | | | | | 8,125 | | | | | | 6,344 | | |
Non-current liabilities | | | | | | | | | | | | | |
Operating lease liability, long-term | | | | | 211 | | | | | | 291 | | |
Total liabilities | | | | | 8,336 | | | | | | 6,635 | | |
Commitments and Contingencies (Note 9) | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock – Series Seed, $0.00001 par value, 2,817,000 shares authorized, issued and outstanding at December 31, 2020 and September 30, 2020 | | | | | — | | | | | | — | | |
Preferred stock – Series A, $0.00001 par value, 6,734,526 shares authorized, 6,734,517 issued and outstanding at December 31, 2020 and September 30, 2020 | | | | | — | | | | | | — | | |
Preferred stock – Series B, $0.00001 par value, 12,660,000 shares authorized at December 31, 2020 and September 30, 2020, 12,565,294 shares issued and outstanding at December 31, 2020 and September 30, 2020 | | | | | — | | | | | | — | | |
Common stock, $0.00001 par value; 50,300,000 authorized; 13,693,274 and 12,592,851 shares issued and outstanding at December 31, 2020 and September 30, 2020, respectively. | | | | | — | | | | | | — | | |
Additional paid in capital | | | | | 49,495 | | | | | | 48,218 | | |
Accumulated deficit | | | | | (39,499) | | | | | | (37,138) | | |
Total stockholders’ equity | | | | | 9,996 | | | | | | 11,080 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 18,332 | | | | | $ | 17,715 | | |
(in thousands, except share and per share data)
| | | For the Three Months Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Revenue | | | | $ | 7,986 | | | | | $ | 5,223 | | |
Operating expenses | | | | | | | | | | | | | |
Cost of revenue | | | | | 6,322 | | | | | | 5,757 | | |
Software development | | | | | 186 | | | | | | 230 | | |
General and administrative | | | | | 3,411 | | | | | | 3,008 | | |
Selling and marketing | | | | | 435 | | | | | | 1,032 | | |
Total operating expenses | | | | | 10,354 | | | | | | 10,027 | | |
Loss from operations | | | | | (2,368) | | | | | | (4,804) | | |
Other non-operating income | | | | | | | | | | | | | |
Interest income | | | | | 7 | | | | | | 91 | | |
Total other non-operating income | | | | | 7 | | | | | | 91 | | |
Net loss | | | | $ | (2,361) | | | | | $ | (4,713) | | |
Weighted average shares outstanding, basic and diluted | | | | | 12,616,039 | | | | | | 12,508,608 | | |
Net loss per share, basic and diluted | | | | $ | (0.19) | | | | | $ | (0.38) | | |
(in thousands, except share and per share data)
| | | Preferred Stock — Series Seed | | | Preferred Stock — Series A | | | Preferred Stock — Series B | | | Common Stock | | | Additional Paid- In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | |||||||||||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||||||
Balance at October 1, 2019 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 12,502,885 | | | | | $ | — | | | | | $ | 47,713 | | | | | $ | (26,978) | | | | | $ | 20,735 | | |
Stock option exercises | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,416 | | | | | | — | | | | | | 5 | | | | | | — | | | | | | 5 | | |
Stock-based compensation | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 91 | | | | | | — | | | | | | 91 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,713) | | | | | | (4,713) | | |
Balance at December 31, 2019 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 12,513,301 | | | | | $ | — | | | | | $ | 47,809 | | | | | $ | (31,691) | | | | | $ | 16,118 | | |
Balance at October 1, 2020 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 12,592,851 | | | | | $ | — | | | | | $ | 48,218 | | | | | $ | (37,138) | | | | | $ | 11,080 | | |
Issuance of restricted stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,085,840 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock option exercise | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,583 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |
Stock-based compensation — stock options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 248 | | | | | | — | | | | | | 248 | | |
Stock-based compensation — restricted stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,027 | | | | | | — | | | | | | 1,027 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,361) | | | | | | (2,361) | | |
Balance at December 31, 2020 | | | | | 2,817,000 | | | | | $ | — | | | | | | 6,734,517 | | | | | $ | — | | | | | | 12,565,294 | | | | | $ | — | | | | | | 13,693,274 | | | | | $ | — | | | | | $ | 49,495 | | | | | $ | (39,499) | | | | | $ | 9,996 | | |
(in thousands)
| | | For the Three Months Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (2,361) | | | | | $ | (4,713) | | |
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization | | | | | 139 | | | | | | 134 | | |
Stock-based compensation | | | | | 1,275 | | | | | | 91 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | | | (375) | | | | | | (237) | | |
Accounts receivable | | | | | (453) | | | | | | (8) | | |
Other non-current assets | | | | | (3) | | | | | | 32 | | |
Operating lease assets/liabilities | | | | | (32) | | | | | | (26) | | |
Accounts payable and accrued expenses | | | | | 1,363 | | | | | | (676) | | |
Deferred revenue | | | | | 445 | | | | | | 833 | | |
Net cash used in operating activities | | | | | (2) | | | | | | (4,570) | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | |
Purchase of domain name | | | | | (503) | | | | | | — | | |
Purchase of property and equipment | | | | | (33) | | | | | | (358) | | |
Net cash used in investing activities | | | | | (536) | | | | | | (358) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from the exercise of common stock options | | | | | 2 | | | | | | 5 | | |
Deferred recapitalization costs related to the merger | | | | | (1,403) | | | | | | — | | |
Net cash provided by financing activities | | | | | (1,401) | | | | | | 5 | | |
Net decrease in cash and cash equivalents and restricted cash | | | | | (1,939) | | | | | | (4,923) | | |
Cash and cash equivalents and restricted cash – beginning | | | | | 12,276 | | | | | | 22,291 | | |
Cash and cash equivalents and restricted cash – ending | | | | $ | 10,337 | | | | | $ | 17,368 | | |
Cash and cash equivalents | | | | $ | 10,216 | | | | | $ | 17,245 | | |
Restricted cash | | | | | 121 | | | | | | 123 | | |
Total | | | | $ | 10,337 | | | | | $ | 17,368 | | |
Supplemental cash flow information | | | | | | | | | | | | | |
Cash paid for: | | | | | | | | | | | | | |
Interest | | | | $ | — | | | | | $ | — | | |
Income Taxes | | | | $ | — | | | | | $ | — | | |
Supplemental non-cash investing and financing activities | | | | | | | | | | | | | |
Right of use assets acquired under operating leases | | | | $ | — | | | | | $ | 767 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | For the Three Months Ended December 31, | | |||||||||
Product Line | | | 2020 | | | 2019 | | ||||||
Short distance flight services | | | | $ | 2,186 | | | | | $ | 3,167 | | |
MediMobility organ transplant and jet | | | | | 5,229 | | | | | | 1,893 | | |
Other | | | | | 571 | | | | | | 163 | | |
Total Revenue | | | | $ | 7,986 | | | | | $ | 5,223 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
| | | | | | December 31, 2020 | | | September 30, 2020 | | ||||||||||||||||||||||||||||||
Finite-lived intangible assets | | | Estimated useful life | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net | | ||||||||||||||||||
Customer list | | | 5 years | | | | $ | 942 | | | | | $ | (461) | | | | | $ | 481 | | | | | $ | 942 | | | | | $ | (414) | | | | | $ | 528 | | |
Domain name | | | Indefinite | | | | | 503 | | | | | | — | | | | | | 503 | | | | | | — | | | | | | — | | | | | | — | | |
Trademarks | | | 10 years | | | | | 6 | | | | | | (1) | | | | | | 5 | | | | | | 6 | | | | | | (1) | | | | | | 5 | | |
Total | | | | | | | $ | 1,451 | | | | | $ | (462) | | | | | $ | 989 | | | | | $ | 948 | | | | | $ | (415) | | | | | $ | 533 | | |
| | | | | | As of | | |||||||||
| | | Balance Sheet Location | | | December 31, 2020 | | | September 30, 2020 | | ||||||
Operating leases: | | | | | | | | | | | | | | | | |
Right-of-use asset | | | Operating Right-of-use asset | | | | $ | 662 | | | | | $ | 737 | | |
Operating lease liability, current | | | Operating lease liability, current | | | | | 403 | | | | | | 430 | | |
Operating lease liability, long term | | | Operating lease Liability, long term | | | | | 211 | | | | | | 291 | | |
(amounts in thousands, except share and per share data)
| | | For the Three Months Ended December 31, 2020 | | | For the Three Months Ended December 31, 2019 | | ||||||
Lease cost | | | | | | | | | | | | | |
Short-term lease cost | | | | $ | 40 | | | | | $ | 22 | | |
Operating lease cost | | | | | 112 | | | | | | 44 | | |
Total | | | | $ | 152 | | | | | $ | 66 | | |
| | | As of December 31, 2020 | | |||
Other information | | | | | | | |
Weighted-average discount rate – operating lease | | | | | 5.00% | | |
Weighted-average remaining lease term – operating lease (in months) | | | | | 18 | | |
For the Years Ended September 30, | | | | | | | |
2021 (nine months) | | | | $ | 340 | | |
2022 | | | | | 264 | | |
2023 | | | | | 36 | | |
Total future minimum lease payments, undiscounted | | | | | 640 | | |
Less: Imputed interest for leases in excess of one year | | | | | 26 | | |
Present value of future minimum lease payments | | | | $ | 614 | | |
Present value of future minimum lease payments – current | | | | $ | 403 | | |
Present value of future minimum lease payments, non-current | | | | $ | 211 | | |
(amounts in thousands, except share and per share data)
| | | For the Three Months Ended December 31, 2020 | | |||
Stock price | | | | $ | 7.28 | | |
Exercise price | | | | $ | 7.28 | | |
Dividend yield | | | | | 0% | | |
Expected volatility | | | | | 60% | | |
Risk-Free interest rate | | | | | 0.63% | | |
Expected life (in years) | | | | | 6.08 | | |
(amounts in thousands, except share and per share data)
| | | Options | | | Weighted Average Exercise Price | | | Weighted Average Grant Date Fair Value | | | Weighted Average Remaining Life (years) | | ||||||||||||
Outstanding – October 1, 2020 | | | | | 13,543,398 | | | | | $ | 0.14 | | | | | $ | 0.15 | | | | | | 6.8 | | |
Granted | | | | | 15,000 | | | | | | 7.28 | | | | | | 4.00 | | | | | | | | |
Exercised | | | | | (14,583) | | | | | | 0.13 | | | | | | 0.26 | | | | | | | | |
Forfeited | | | | | (152,064) | | | | | | 0.18 | | | | | | 0.09 | | | | | | | | |
Outstanding – December 31, 2020 | | | | | 13,391,751 | | | | | | 0.14 | | | | | | 0.15 | | | | | | 6.6 | | |
Exercisable as of December 31, 2020 | | | | | 9,258,033 | | | | | $ | 0.14 | | | | | $ | 0.14 | | | | | | 5.9 | | |
| | | Options | | | Weighted Average Grant Date Fair Value | | ||||||
Non-vested – October 1, 2020 | | | | | — | | | | | $ | — | | |
Granted | | | | | 1,085,840 | | | | | | 7.28 | | |
Vested | | | | | (100,000) | | | | | | 7.28 | | |
Non-vested – December 31, 2020 | | | | | 985,840 | | | | | | 7.28 | | |
(amounts in thousands, except share and per share data)
| | | For the Three Months Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Software development expenses | | | | $ | 18 | | | | | $ | 6 | | |
Sales and marketing expenses | | | | | — | | | | | | 6 | | |
General and administrative expenses | | | | | 1,257 | | | | | | 79 | | |
Total stock-based compensation expense | | | | $ | 1,275 | | | | | $ | 91 | | |
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
(amounts in thousands, except share and per share data)
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Exhibits | | | | | | | |
Exhibit A — Form of Investor Rights Agreement | | | | | | | |
Exhibit B — Form of Stockholder Letter Agreement | | | | | | | |
Exhibit C — Form of Sponsor Letter Agreement | | | | | | | |
Exhibit D — Form of Equity Incentive Plan | | | | | | | |
Exhibit E — Form of Amended and Restated Certificate of Incorporation of Acquiror | | | | | | | |
Exhibit F — Form of Amended and Restated Bylaws of Acquiror | | | | | | | |
CERTAIN DEFINITIONS
THE MERGER; CLOSING
EFFECTS OF THE MERGER
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
REPRESENTATIONS AND WARRANTIES
OF ACQUIROR AND MERGER SUB
COVENANTS
CONDITIONS TO OBLIGATIONS
TERMINATION/EFFECTIVENESS
MISCELLANEOUS
100 St. Paul St., Suite 800
Denver, CO 80206
Michael Mohapp
[ ]
425 Lexington Avenue
New York, NY 10017
[ ]
499 East 34th Street
New York, NY 10016
Melissa Tomkiel
[ ]
Eleven Times Square
New York, NY 10036
Daniel Forman
[ ]
Title: Chief Financial Officer
Title: President
Title: Chief Executive Officer
DEFINITIONS
GOVERNANCE
REGISTRATION RIGHTS
LOCK-UP
GENERAL PROVISIONS
100 St. Paul St., Suite 800
Denver, CO 80206
Michael Mohapp
[ ]
499 East 34th Street
New York, NY 10016
Melissa Tomkiel
[ ]
Eleven Times Square
New York, NY 10036
Daniel Forman
[ ]
100 St. Paul St., Suite 800
Denver, CO 80206
Michael Mohapp
[ ]
425 Lexington Avenue
New York, NY 10017
Ben Schaye
[ ]
Attention: [ ]
Email: [ ]
[ ]
Attn: [ ]
E-mail: [ ]
100 St. Paul St., Suite 800
Denver, CO 80206
Michael Mohapp
[ ]
425 Lexington Avenue
New York, New York 10017
Benjamin P. Schaye
[ ]
Title:
Title:
IN LIEU OF A
MEETING OF STOCKHOLDERS
OF
BLADE URBAN AIR MOBILITY, INC.
Signature page follows.]
[Title:]
100 St. Paul St., Suite 800
Denver, CO 80206
| | | | Sincerely, | | ||||||
| | | | EXPERIENCE SPONSOR LLC | | ||||||
| | | | By: | | | /s/ Charlie Martin | | |||
| | | | | | | Name: Charlie Martin Title: Chief Financial Officer | |
| EXPERIENCE INVESTMENT CORP. | | ||||||
| By: | | | /s/ Charlie Martin | | |||
| | | | Name: Charlie Martin Title: Chief Financial Officer | | |||
| For purposes of 6(b) only: | | ||||||
| KSL ADVISORS, LLC | | ||||||
| By: | | | /s/ Charlie Martin | | |||
| | | | Name: Charlie Martin Title: Chief Financial Officer | | |||
| Acknowledged and Agreed: | | ||||||
| BLADE URBAN AIR MOBILITY, INC. | | ||||||
| By: | | | /s/ Robert Wiesenthal | | |||
| | | | Name: Robert Wiesenthal Title: Chief Executive Officer | |
Sponsor | | | Founder Shares | | | Private Placement Warrants | | ||||||
Experience Sponsor LLC | | | | | 6,875,000 | | | | | | 5,000,000 | | |
2021 OMNIBUS INCENTIVE PLAN
NAME
REGISTERED OFFICE AND AGENT
PURPOSE
CAPITAL STOCK
AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
BOARD OF DIRECTORS
LIMITATION OF DIRECTOR LIABILITY
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS
COMPETITION AND CORPORATE OPPORTUNITIES
DGCL SECTION 203 AND BUSINESS COMBINATIONS
MISCELLANEOUS
Title:
BYLAWS
OF
Offices
Meetings of Stockholders
Board of Directors
Officers
Stock
Notice and Waiver of Notice
Indemnification
Miscellaneous
Amendments
100 St. Paul St., Suite 800
Denver, CO 80206
[ ]
425 Lexington Avenue
New York, NY 10017
Eleven Times Square
New York, NY 10036
Daniel Forman
Title:
Subscription Agreement between Subscriber and Experience Investment Corp.
| Signature of Subscriber: | | | Signature of Joint Subscriber, if applicable: | |
| By: | | | By: | |
| Name: | | | Name: | |
| Title: | | | Title: | |
| Name of Subscriber: | | | Name of Joint Subscriber, if applicable: | |
| (Please print. Please indicate name and capacity of person signing above) | | | (Please Print. Please indicate name and capacity of person signing above) | |
| Name in which securities are to be registered (if different from the name of Subscriber listed directly above): | | |
| Subscriber’s EIN: | | | Joint Subscriber’s EIN: | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| | | | | |
| | | | | |
| City, State, Zip: | | | City, State, Zip: | |
Subscription Agreement between Subscriber and Experience Investment Corp.
| Attn: | | | | | | Attn: | | | | |
| Telephone No.: | | | | | | Telephone No.: | | | | |
| Facsimile No.: | | | | | | Facsimile No.: | | | | |
Subscription Agreement between Subscriber and Experience Investment Corp.
(Please check the applicable subparagraphs):
(Please check the applicable subparagraphs):
(Please check the applicable subparagraphs):
Exhibit D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2021 (May 5, 2021)
EXPERIENCE INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-39046 | 84-1890381 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 St, Paul St., Suite 800
Denver, CO 80206
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (720) 284-6400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | EXPCU | The NASDAQ Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share | EXPC | The NASDAQ Stock Market LLC | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 | EXPCW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 5, 2021, Experience Investment Corp. (the “Company”) held a special meeting of stockholders via remote communication (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of December 14, 2020 (as amended or modified from time to time, the “Merger Agreement”), with Experience Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Blade Urban Air Mobility, Inc., a Delaware corporation (“Blade”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and the Company pursuant to the proposed merger of Merger Sub with and into Blade with Blade continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As of the close of business on March 17, 2021, the record date for the Special Meeting, there were 34,375,000 shares of the Company’s common stock, par value $0.001 per share, (“Common Stock”) outstanding and entitled to vote, of which the holders of 18,722,047 shares of Common Stock were present or represented by proxy at the Special Meeting, which number constituted a quorum.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting:
Proposal 1: The Business Combination Proposal.
A proposal to adopt the Merger Agreement and approve the transactions contemplated thereby.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,442,673 | 1,087,824 | 35,420 | 0 |
Proposal 2: The Charter Proposal.
A proposal to approve and adopt the second amended and restated certificate of incorporation of the Company.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,418,816 | 1,089,646 | 57,455 | 0 |
Proposal 3: The Governance Proposal.
Proposals to vote on, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance with the United States Securities and Exchange Commission Requirements:
Proposal 3A: To cause the Company to not be governed by Section 203 of the Delaware General Corporate Law (“DGCL”) and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
16,517,827 | 3,974,752 | 73,338 | 0 |
Proposal 3B: To approve an increase of the Company’s total number of authorized shares of all classes of capital stock from 111,000,000 shares to 402,000,000 shares, which would consist of (i) increasing the authorized Company Class A common stock from 100,000,000 shares to 400,000,000 shares, (ii) increasing the authorized Company preferred stock from 1,000,000 shares to 2,000,000 shares and (iii) eliminating the Company Class B common stock.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,012,928 | 1,447,031 | 95,958 | 0 |
Proposal 3C: To approve provisions in the second amended and restated certificate of incorporation that provide that certain transactions are not “corporate opportunities” and that each of Experience Sponsor LLC and each member of the board of directors of the Company (the “Board”) who is not an employee of the Company and their respective affiliates and the investment funds affiliated with them and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company are not subject to the doctrine of corporate opportunity.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,328,167 | 1,158,702 | 79,048 | 0 |
Proposal 4: The Incentive Plan Proposal.
A proposal to approve and adopt the 2021 Omnibus Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,227,919 | 1,259,321 | 78,677 | 0 |
Proposal 5: The Director Election Proposal.
A proposal to approve the election of each of seven directors to serve staggered terms on the Board until immediately following the annual meeting of Company stockholders for the calendar year ended December 31, 2021 (Class I), 2022 (Class II) and 2023 (Class III), as applicable, and until their respective successors are duly elected and qualified.
To approve the election of Edward Philip to the Board as a Class I director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
19,433,247 | 0 | 1,132,670 |
To approve the election of David Zaslav to the Board as a Class I director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
19,284,911 | 0 | 1,281,006 |
To approve the election of Eric Affeldt to the Board as a Class II director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
19,368,492 | 0 | 1,197,425 |
To approve the election of Kenneth Lerer to the Board as a Class II director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
20,498,562 | 0 | 67,355 |
To approve the election of Jane Garvey to the Board as a Class III director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
20,492,316 | 0 | 73,601 |
To approve the election of Robert Wiesenthal to the Board as a Class III director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
20,489,146 | 0 | 76,771 |
To approve the election of Susan Lyne to the Board as a Class III director:
Votes Cast For | Votes Cast Against | Abstentions | ||||||||
20,506,980 | 0 | 58,937 |
Proposal 6: The Nasdaq Proposal.
A proposal to approve for purposes of complying with Nasdaq Rules 5635(a), (b) and (d), the issuance of (i) more than 20% of the Company’s issued and outstanding shares of common stock in connection with the Transactions, and more than 20% of the Company’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules); and (ii) shares of Class A Common Stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,319,826 | 1,165,248 | 80,843 | 0 |
Proposal 7: The Adjournment Proposal.
A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
19,336,355 | 1,167,417 | 62,145 | 0 |
Item 7.01 Regulation FD Disclosure.
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
On May 5, 2021, the Company issued a press release announcing the approval of the proposals related to the Business Combination at the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press Release, dated May 5, 2021. |
SIGNATURE
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 hereunto duly authorized.
EXPERIENCE INVESTMENT CORP. | ||
Dated: May 6, 2021 | By: | /s/ Charlie Martin |
Name: | Charlie Martin | |
Title: | Chief Financial Officer |
Exhibit E
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date earliest event reported):
May 13, 2021 (May 7, 2021)
BLADE AIR MOBILITY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39046 | 84-1890381 |
(State or other jurisdiction Of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
499 East 34th Street
New York, NY 10016
(Address of principal executive offices) (zip code)
(212) 967-1009
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 | BLDE | The Nasdaq Stock Market | ||
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | BLDEW | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
INTRODUCTORY NOTE
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.
In connection with the closing of the Merger (the “Closing”), the registrant changed its name from Experience Investment Corp. to Blade Air Mobility, Inc. Unless the context otherwise requires, “we,” “us,” “our,” the “Company,” “the registrant” and “New Blade” refer to Blade Air Mobility, Inc., as the combined company following the Merger, together with its subsidiaries, “EIC” refers to the registrant prior to the Closing and “Blade” refers to Blade Urban Air Mobility, Inc., prior to the Closing.
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.
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Immediately after giving effect to the Merger and the PIPE Investment, there were 78,903,021 shares of New Blade Class A Common Stock 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.
The foregoing description of the Merger Agreement and the Subscription Agreement is a summary only and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.4. A more detailed description of the Merger Agreement and the transactions contemplated thereby, including the Merger and the Merger Agreement can be found beginning on pages 88 and 118, respectively, of the proxy statement/prospectus/consent solicitation statement filed with the SEC on April 6, 2021 (the “Proxy Statement/Prospectus/Consent Solicitation Statement”) and are incorporated herein by reference. A description of the Subscription Agreements is included in the Proxy Statement/Prospectus/Consent Solicitation Statement, beginning on page 129, and is incorporated herein by reference.
Item 1.01 | Entry into a Material Definitive Agreement |
In connection with the Closing, New Blade entered into indemnification agreements with its directors and executive officers as determined by the board of directors of New Blade (the “Board”). Each indemnification agreement provides for indemnification and advancements by New Blade of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of New Blade or any of its subsidiaries or was serving at New Blade’s request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the indemnification agreements, a form of which is attached hereto as Exhibit 10.27 and is incorporated herein by reference.
Item 2.01 | Completion of Acquisition or Disposition of Assets |
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.
The Merger was approved by EIC’s stockholders at a special meeting of the EIC’s stockholders held on May 5, 2021 (the “Special Meeting”). At the Special Meeting, 19,442,673 shares of the EIC’s Common Stock were voted in favor of the proposal to approve the Merger, 1,087,824 shares of EIC’s Common Stock were voted against the proposal to approve the Merger and holders of 35,420 shares of EIC’s Common Stock abstained from voting on the proposal to approve the Merger. In connection with the Closing, 3,596,979 shares of EIC Class A Common Stock were redeemed at a per price share of approximately $10.07. The Merger was completed on May 7, 2021.
In addition, in connection with the Closing, all of the 6,875,000 outstanding shares of EIC Class B Common Stock held by the Sponsor (the “Founder Shares”) were converted into shares of New Blade Class A Common Stock on a one-for-one basis.
FORM 10 INFORMATION
Prior to the Closing, EIC was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, EIC became a holding company whose only assets consist of equity interests in Blade.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated herein include forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on management’s current beliefs and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Although we believe our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. When used in this Current Report on Form 8-K, the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain such identifying words.
Forward-looking statements contained in this Current Report on Form 8-K and the documents incorporated by reference herein include, but are not limited to, statements about our ability to:
· | realize the benefits expected from the Merger; |
· | execute our geographic expansion strategy; |
· | achieve the expected revenue growth and effectively manage growth; |
· | achieve and maintain profitability in the future; |
· | innovate and expand our technological leadership; |
· | increase our service offerings and price optimization; |
· | effectively promote our brand and increase brand awareness; |
· | enhance future operating and financial results; |
· | acquire and protect intellectual property; |
· | attract, train and retain key personnel, including sales and customer service personnel; |
· | acquire and integrate other companies and technologies; |
· | remediate material weakness in internal control over financial reporting; |
· | comply with laws and regulations applicable to our business; |
· | successfully defend litigations; and |
· | successfully deploy the proceeds from the Merger and PIPE Investment. |
Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these statements, which speak only as of the date of this Current Report on Form 8-K. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” in the Proxy Statement/Prospectus/Consent Solicitation Statement and elsewhere, could affect our future results and could cause those results or other outcomes to differ material from those expressed or implied in the forward-looking statements included or incorporated by reference in this Current Report on Form 8-K:
· | risks related to disruption of management’s time from ongoing business operations due to the Merger; |
· | risks of the air mobility and transportation industries; |
· | litigation, complaints or adverse publicity; |
· | the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; |
· | the availability, or lack thereof, of new technologies in the aerospace community, such as Electric Vertical Aircraft (“EVA”, or as it’s otherwise known, Electrical Vertical Take-Off and Landing aircraft (“eVTOL”)) |
· | the duration and severity of the COVID-19 pandemic; |
· | the availability and performance of third-party operators; |
· | technological disruptions, privacy or data breaches, the loss of data or cyberattacks; and |
· | the ability to compete successfully with new market participants. |
These and other factors that could cause actual result to differ from those implied by the forward looking statements included or incorporated by reference in this Current Report on Form 8-K are more fully described under the heading “Risk Factors” and elsewhere in the Proxy Statement/Prospectus/Consent Solicitation Statement and the documents incorporated by reference in this Current Report on Form 8-K. The risks described under the heading “Risk Factors” in the Proxy Statement/Prospectus/Consent Solicitation Statement are not exhaustive. Other sections of this Current Report on Form 8-K and the documents incorporated by reference in this Current Report on Form 8-K describe additional factors that could adversely affect our business, financial condition and results of operations.
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New risks emerge from time to time and it is not possible to predict all such risks, nor can we assess the impact of those risks on our business or the extent to which any risk or combination of risks may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Market, ranking and industry data used throughout the Proxy Statement/Prospectus/Consent Solicitation Statement and the documents incorporated by reference in this Current Report on Form 8-K are based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications, including reports by third party research analyses and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein or therein, our estimates involved risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Proxy Statement/Prospectus/Consent Solicitation Statement.
Business and Properties
The business and properties of EIC and Blade prior to the Merger are described in the Proxy Statement/Prospectus/Consent Solicitation Statement in the sections titled “Information About EIC” beginning on page 167 and “Information About Blade” beginning on page 205, which are incorporated herein by reference.
Risk Factors
The risks associated with the Company’s business are described in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Risk Factors” beginning on page 44, which is incorporated herein by reference.
Selected Historical Financial Information
The selected historical financial information of Blade for the years ended September 30, 2020 and 2019 and the three months ended December 31, 2020 and 2019 are included in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Blade’s Selected Historical Consolidated Financial Information” beginning on page 149 and are incorporated herein by reference.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
The unaudited pro forma condensed combined financial information of the Company for the year ended September 30, 2020 and for the three months ended December 31, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of the financial condition and results of operations of Blade prior to the Merger is included in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 194, which is incorporated herein by reference.
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Executive Compensation
Information with respect to the executive compensation of the Company’s directors and executive officers immediately following the Closing is set forth in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Executive Compensation of EIC Following the Business Compensation” beginning on page 188, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to New Blade regarding the beneficial ownership of New Blade’s Class A Common Stock as of May 7, 2021, after giving effect to the Closing and the PIPE Investment, by:
· | each person who is known by New Blade to be the beneficial owner of more than five percent (5%) of the outstanding shares of any class of New Blade’s Class A Common Stock; |
· | each current executive officer and director of New Blade; and |
· | all current executive officers and directors of New Blade, as a group. |
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.
The beneficial ownership percentages set forth in the table below are based on 78,903,021 shares of New Blade Class A Common Stock issued and outstanding as of May 7, 2021 (after giving effect to the Closing and the PIPE Investment) and do not take into account the issuance of any shares of New Blade Class A Common Stock upon the exercise of New Blade Warrants to purchase up to 14,166,667 shares of New Blade Class A Common Stock that remain outstanding.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned New Blade Class A Common Stock.
Name of Beneficial Owners(1) | Number of Shares of Class A Common Stock Beneficially Owned(2) | Percentage of Outstanding Class A Common Stock | ||||||
5% Stockholders: | ||||||||
Experience Sponsor LLC(3) | 13,925,000 | 27.6 | % | |||||
Robert S. Wiesenthal(4) | 10,109,546 | 20.0 | % | |||||
Colony Capital, Inc.(5) | 6,794,512 | 15.0 | % | |||||
ColPE Blade Investor, LLC(6) | 6,233,498 | 13.7 | % | |||||
HG Vora Capital Management, LLC(7) | 5,376,471 | 11.8 | % | |||||
David Zaslav(8) | 3,082,428 | 6.8 | % | |||||
Executive Officers and Directors: | ||||||||
Eric Affeldt(9) | — | — | ||||||
Jane Garvey | — | — | ||||||
Kenneth Lerer(10) | 1,235,418 | 2.7 | % | |||||
Susan Lyne | — | — | ||||||
Edward Philip(9) | — | — | ||||||
David Zaslav(7) | 3,082,428 | 6.8 | % | |||||
Robert S. Wiesenthal(4) | 10,109,546 | 20.0 | % | |||||
William A. Heyburn(11) | 935,540 | 2.0 | % | |||||
Melissa M. Tomkiel(12) | 1,496,021 | 3.2 | % | |||||
Amir Cohen | — | — | ||||||
Brandon Keene(13) | 520,553 | 1.1 | % | |||||
All directors and executive officers as a group (14 individuals)(14) | 17,379,506 | 35.8 | % |
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* | Indicates less than 1 percent. |
(1) | Unless otherwise noted, the business address for each executive officer and director of New Blade is 499 East 34th Street, New York, NY 10016. |
(2) | The beneficial ownership of New Blade as of May 7, 2021 is based shares of New Blade Class A Common Stock outstanding as of such date. |
(3) | Includes 8,925,000 shares of New Blade Class A Common Stock and Private Placement Warrants exercisable for 5,000,000 shares of New Blade Class A Common Stock. Steele ExpCo Holdings, LLC, a Delaware limited liability company, is the managing member and 100% owner of Experience Sponsor LLC. KSL Capital Partners V GP, LLC, a Delaware limited liability company, is the managing member of Steele ExpCo Holdings, LLC. Eric Charles Resnick is the managing member of KSL Capital Partners V GP, LLC. As such, Steele ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Mr. Resnick may be deemed to have or share voting and dispositive power of the stock held directly by Experience Sponsor LLC. In addition, Steele ExpCo Holdings, LLC beneficially owns 2,050,000 additional shares of New Blade Class A Common Stock through the consummation of the PIPE Investment. Mr. Resnick disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interest in such shares, directly or indirectly. The address for each entity is c/o KSL Capital Partners, 100 St. Paul Street, Suite 800, Denver, Colorado 80206. |
(4) | Interests shown consist of 4,922,862 shares of New Blade Class A Common Stock and vested Blade Options exercisable for an aggregate of 5,186,684 shares of New Blade Class A Common Stock. |
(5) | Interests shown consist of 6,233,498 shares of New Blade Class A Common Stock held by ColPE Blade Investor, LLC, and 561,014 of New Blade Class A Common Stock held by JustBlade, LLC. Colony Capital Operating Company LLC is the beneficial owner of shares held by ColPE Blade Investor, LLC and JustBlade, LLC. Colony Capital, Inc. is the managing member and 90% owner of Colony Capital Operating Company, LLC, and as such may be deemed to share voting and dispositive power of the New Blade Class A Common Stock held by ColPE Blade Investor, LLC and Just Blade, LLC. The business address for Colony Capital, Inc. is 750 Park of Commerce Drive, Suite 210, Boca Raton, Florida 33487 |
(6) | Interests shown consist of 6,233,498 shares of New Blade Class A common stock. Colony Capital Operating Company, LLC is the beneficial owner of ColPE Blade Investor, LLC and as such may be deemed to share voting and dispositive power of the New Blade Class A Common Stock held by ColPE Blade Investor, LLC. Colony Capital, Inc. is the managing member and 90% holder of Colony Capital Operating Company, LLC. The business address for this investor is 750 Park of Commerce Drive, Suite 210, Boca Raton, Florida 33487. |
(7) | Includes 2,500,000 shares of New Blade Class A Common Stock, and also includes 5,376,453 shares of New Blade Class A common stock purchased in the PIPE Investment or received in exchange for shares of Blade Preferred Stock by HG Vora Capital Management, LLC. Panag Vora is the managing member of HG Vora Capital Management, LLC, and as such may be deemed to have voting and dispositive power of the New Blade Class A Common Stock held by HG Vora Capital Management, LLC. The business address for this investor is 330 Madison Avenue, 20th floor, New York, NY 10017. |
(8) | Interests shown consist of 3,082,428 shares of New Blade Class A Common Stock, which includes 100,000 shares purchased in the PIPE Investment, held by Snickers Holdings LLC. Mr. Zaslav, one of the members of the New Blade Board, is the managing member of Snickers Holdings LLC. The business address for this investor is 115 Central Park West #17C, New York, NY 10023. |
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(9) | Messrs. Affeldt, Witherow, Pastor and Philip each have an economic interest (or deemed economic interest) in shares of New Blade Class A Common Stock and/or Private Placement Warrants through their respective ownership of membership interests in Experience Sponsor LLC, but do not beneficially own any shares of New Blade Class A Common Stock or Private Placement Warrants. The indirect ownership interest via Experience Sponsor LLC is reflected solely under the rows for Experience Sponsor LLC. The economic interests (or deemed economic interests) of these individuals in the Class A common stock and/or Private Placement Warrants held by Experience Sponsor LLC are as shown below: |
Class A Common Stock | Private Placement Warrants | |||||||
Eric Affeldt | 605,250 | 350,000 | ||||||
Brian C. Witherow | 50,000 | - | ||||||
Rafael Pastor | 50,000 | - | ||||||
Edward Philip | 50,000 | - |
(10) | Interests shown consist of: 50,963 shares of New Blade Class A Common Stock held by Mr. Lerer, 111,506 shares of New Blade Class A Common Stock held by Lerer Investments II LLC, 374,009 shares of New Blade Class A Common Stock held by Lerer Hippeau Ventures Select Fund, LP and 698,940 shares of New Blade Class A Common Stock held by Lerer Hippeau Ventures V, LP. Mr. Lerer, who is a member of the New Blade Board, is the Managing Member of each of the investors, and may be deemed to beneficially own all of the shares of New Blade Class A Common Stock held by Lerer Investments II LLC, Lerer Hippeau Ventures Select Fund, LP and Lerer Hippeau Ventures V, LP. The business address for each of the investors is 100 Crosby Street, Suite 201, New York, NY 10012. |
(11) | Interests shown consist of 218,414 shares of New Blade Class A Common Stock held and 717,126 shares of New Blade Class A Common Stock issuable upon the exercise of vested Blade Options. |
(12) | Interests shown consist of 221,938 shares of New Blade Class A Common Stock held and 1,274,083 shares of New Blade Class A Common Stock issuable upon the exercise of vested Blade Options. |
(13) | Interests shown consist of 10,920 shares of New Blade Class A Common Stock held and 509,633 shares of New Blade Class A Common Stock issuable upon the exercise of vested Blade Options.
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(14) | Interests shown consist of 9,691,980 shares of New Blade Class A Common Stock held and 7,687,526 shares of New Blade Class A Common Stock issuable upon the exercise of vested Blade Options. |
Directors and Executive Officers
Except as disclosed below, information with respect to the Company’s directors and executive officers immediately following the Closing is set forth in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Management After the Business Combination” beginning on page 183, which is incorporated herein by reference.
In connection with the consummation of the Merger, each of EIC’s officers and directors tendered their resignations, except that Eric Affeldt and Edward Philip remained as directors of New Blade.
Directors
Effective as of immediately prior to the Effective Time, in connection with the Merger, the size of the Board was increased from five members to seven members. Effective as of immediately prior to the Effective Time, Eric Affeldt, Jane Garvey, Susan Lyne, Edward Philip and David Zaslav were appointed to serve as directors of New Blade. John Borthwick and Justin Chang resigned as directors of the New Blade. Kenneth Lerer and Robert S. Wiesenthal are continuing to serve as a directors of New Blade. Messrs. Philip and Zaslav were appointed to serve as Class I directors, with terms expiring at New Blade’s annual meeting of stockholders following the Closing; Messrs. Affeldt and Lerer were appointed to serve as Class II directors, with terms expiring at New Blade’s second annual meeting of stockholders following the Closing; and Ms. Garvey, Ms. Lyne and Mr. Wiesenthal were appointed to serve as Class III directors, with terms expiring at New Blade’s third annual meeting of stockholders following the Closing. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Management After the Business Combination” beginning on page 183, which is incorporated herein by reference.
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Independence of Directors
Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of Eric Affeldt, Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip and David Zaslav is an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act.
Committees of the Board of Directors
Effective as of as of the Effective Time, the standing committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Each of the committees reports to the Board.
Effective as of the Effective Time, the Board appointed Mr. Philip, Ms. Garvey and Ms. Lyne to serve on the Audit Committee, with Mr. Philip as chairperson and the audit committee financial expert. The Board appointed Ms. Lyne, Mr. Philip, Mr. Lerer and Mr. Affeldt to serve on the Compensation Committee, with Ms. Lyne as chairperson. Ms. Garvey, Mr. Zaslav and Mr. Affeldt were appointed to serve on the Nominating and Corporate Governance Committee, with Ms. Garvey as chairperson.
Executive Officers
On May 7, 2021, the Board appointed Amir Cohen as Chief Accounting Officer of the Company. Each of Robert S. Wiesenthal, our Chief Executive Officer, Melissa M. Tomkiel, our President and General Counsel, William A. Heyburn, our Chief Financial Officer and Brandon Keene, our Chief Technology Officer, remained as executive officers of New Blade after consummation of the Merger.
Amir Cohen has served as our Chief Accounting Officer since May 2021. Prior to Blade, Mr. Cohen served in various capacities at WPP plc, a multinational communications and advertising company, most recently as Senior Vice President of Finance for its Wunderman Thompson network. Prior to WPP, Mr. Cohen was a Manager at PricewaterhouseCoopers in New York. Mr. Cohen is a Certified Public Accountant, holds an M.B.A. from New York University, and a B.A. in Economics and Accounting from The Hebrew University in Jerusalem.
Certain Relationships and Related Transactions
The certain relationships and related party transactions of EIC and Blade are described in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Certain Relationships and Related Person Transactions” beginning on page 241, which is incorporated herein by reference.
Legal Proceedings
Information about legal proceedings is set forth in the Proxy Statement/Prospectus/Consent Solicitation Statement in the sections titled “Information about EIC – Legal Proceedings” on page 174 and “Information About Blade—Legal Proceedings” on page 217, which are incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Prior to the business combination, EIC’s Class A Common Stock, warrants and units (consisting of one share of Class A Common Stock and one-third of a warrant) were quoted on The Nasdaq Capital Market under the symbols “EXPC,” “EXPCW” and “EXPCU,” respectively. At the Effective Time, the units automatically separated into the component securities and, as a result, no longer trade as a separate security. On May 10, 2021, New Blade’s Class A Common Stock and New Blade Warrants began trading on The Nasdaq Global Market under the symbols “BLDE” and “BLDEW,” respectively.
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As of the Closing Date and following completion of the Merger (and after giving effect to the Closing and the PIPE Investment), New Blade had 78,903,021 shares of New Blade Class A Common Stock issued and outstanding held of record by 78 holders and 14,166,667 New Blade Warrants, each exercisable for one share of New Blade’s Class A Common Stock at a price of $11.50 per share, held of record by one holder.
The information set forth in the section titled “Price Range of Securities and Dividends” on page 234 of the Proxy Statement/Prospectus/Consent Solicitation Statement is incorporated herein by reference.
Recent Sales of Unregistered Securities
The information set forth in the “Introductory Note” above and under Item 3.02 of this Current Report on Form 8-K with respect to the issuance of the PIPE Shares pursuant to the PIPE Investment is incorporated herein by reference. The PIPE Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The subscribers to the PIPE Investment are accredited investors as defined in Rule 501 of Regulation D.
In May 2019, the Sponsor purchased an aggregate of 7,187,500 shares (the “Founder Shares”) of EIC’s Class B common stock for an aggregate purchase price of $25,000 (up to 937,500 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional EIC units was exercised).
The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of EIC’s outstanding shares of common stock upon completion of EIC’s initial public offering. On September 17, 2019, as a result of the underwriters’ election to partially exercise their option to purchase additional units, 312,500 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 6,875,000 Founder Shares that were issued and outstanding. The Founder Shares automatically converted into shares of New Blade’s Class A Common Stock upon the consummation of the Merger. The Founder Shares were issued in connection with EIC’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
Simultaneously with the consummation of the EIC initial public offering, the Sponsor entered into a purchase agreement with EIC to purchase from EIC an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per warrant for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one whole share of New Blade’s Class A Common Stock at $11.50 per share, subject to adjustment as provided in the warrant agreement attached as Exhibit 4.3 hereto and incorporated herein by reference.
Description of Registrant’s Securities
Common Stock
A description of New Blade’s Class A Common Stock is included in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Description of EIC’s Securities” beginning on page 218, which is incorporated herein by reference.
Warrants
Public Warrants
A description of New Blade’s public shareholders’ warrants is included in the Proxy Statement/Prospectus/Consent Solicitation Statement in the section titled “Description of EIC’s Securities - Warrants” beginning on page 218, which is incorporated herein by reference.
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Private Placement Warrants
A description of New Blade’s private placement warrants is included in the Proxy Statement/Prospectus/Consent Solicitation Statement, in the section titled “Description of EIC’s Securities - Warrants” beginning on page 218, which is incorporated herein by reference.
Indemnification of Directors and Officers
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Financial Statements and Supplementary Data
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth in the “Introductory Note” and Item 2.01 – “Recent Sales of Unregistered Securities” above is incorporated herein by reference. The New Blade Class A common stock issued in connection with the PIPE Investment were not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03 | Material Modification to Rights of Security Holders |
On May 7, 2021, in connection with the consummation of the Merger, New Blade filed its amended and restated certificate of incorporation (the “A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the “A&R Bylaws”).
Copies of the A&R Certificate of Incorporation and the A&R Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.01 | Changes in Control of the Registrant |
The information set forth above under “Introductory Note” and “Item 2.01. Completion of Acquisition or Disposition of Assets” is incorporated herein by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth above in the sections titled “Directors and Officers” and “Certain Relationships and Related-Party Transactions” in Item 2.01 to this Current Report on Form 8-K is incorporated herein by reference. In addition, the information set forth in Exhibit 99.2 to this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.06 | Change in Shell Company Status |
As a result of the Merger, which fulfilled the definition of a business combination set forth in the Amended and Restated Certificate of Incorporation of EIC, New Blade ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms of the Merger are described in the Proxy Statement/Prospectus/Consent Solicitation Statement in the sections titled “The Merger” and “The Merger Agreement” beginning on pages 88 and 118, respectively, which are incorporated herein by reference. Further, the information set forth in the “Introductory Note” and under Item 2.01 to this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(a) | Financial Statements of Business Acquired |
The historical unaudited condensed financial statements of Blade as of December 31, 2020 and for the three months ended December 31, 2020 and December 31, 2019 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-47 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.
The historical audited financial statements of Blade as of and for the year ended September 30, 2020 and September 30, 2019 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-21 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.
The historical audited financial statements of EIC as of and for the year ended December 31, 2020 and December 31, 2019 and the related notes are included in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on page F-3 of the Proxy Statement/Consent Solicitation Statement/Prospectus and are incorporated herein by reference.
(b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial information of the Company as of December 31, 2020 and for the year ended September 30, 2020 and for the three months ended December 31, 2020 is set forth in Exhibit 99.1 hereto and is incorporated by reference herein.
(d) | Exhibits. |
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99.1 | Unaudited pro forma condensed consolidated combined financial information of Blade Air Mobility, Inc. for the year ended September 30, 2020 and for the three months ended December 31, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
* Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K.
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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 hereunto duly authorized.
BLADE AIR MOBILITY, INC. | ||
By: | /s/ Melissa M. Tomkiel | |
Name: Melissa M. Tomkiel | ||
Title: President and General Counsel |
Date: May 12, 2021
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