|
Delaware
|
| |
6770
|
| |
84-1890381
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Michael Wolfson
Ben Schaye Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
| |
William Brentani
Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, CA 94304 (650) 251-5000 |
| |
Lauren Boglivi
Daniel Forman Karen Garnett Proskauer Rose LLP Eleven Times Square New York, NY 10036 (212) 969-3000 |
| |
Melissa Tomkiel
BLADE Urban Air Mobility, Inc. 499 East 34th Street New York, NY 10016 (212) 967-1009 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |
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% | | |
| | |
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Page
|
| |||
| | | | 251 | | | |
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Experts | | | | | 251 | | |
| | | | 252 | | | |
| | | | 252 | | | |
| | | | F-1 | | | |
Annexes | | | |||||
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | |
| | |
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% | | |
| | | | | | | | | | | | | | |
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 | | |
| | | | | | | | | | | | | | |
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 | | |
| | | | | | | | | | | | | | |
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) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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 | | |
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 | | |
| | |
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) | | |
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 January 27, 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 January 27, 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 5, 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)
|
|
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 | | | | | $ | 10.70 | | | | | $ | 6.20 | | | | | $ | 2.13 | | | | | $ | 22.98 | | | | | $ | 11.37 | | |
| | | | | | | | | | | | | | | | | | | | |
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) | | | | | | — | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | | | | F-20 | | | |
| | | | | F-21 | | | |
| | | | | F-22 | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | |
| | | | | F-47 | | | |
| | | | | F-48 | | | |
| | | | | F-49 | | | |
| | | | | F-50 | | | |
| | | | | F-51 | | |
| | |
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 | | |
| | |
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 | | |
| | |
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) | | |
| | |
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 | | |
| | |
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 | | |
| | |
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
|
| | | $ | — | | |
| | |
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 | | |
| | |
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 | | |
|
Cash consideration
|
| | | $ | 175 | | |
|
Estimate of future commission liability of $543, net of discount of $26
|
| | | | 517 | | |
|
Total value of customer list acquired
|
| | | $ | 692 | | |
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 | | | | | | | | |
| | | | | |
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 | | |
| | |
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
|
|
| | |
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 | | |
| | |
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
|
| | | $ | — | | | | | $ | — | | |
| | |
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 |
| | | $ | — | | | | | $ | — | | |
| | |
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 | | |
| | |
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) | | |
| | |
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 | | |
| | |
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 | | |
| | |
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 | | |
| | | | | |
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 | | |
| | |
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 | | |
| | |
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 | | |
| | |
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 | | |
| | |
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 | | |
| | |
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| | | | A-61 | | | |
| | | | A-61 | | | |
| | | | A-61 | | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
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
|
| | | | | | |
| | | | 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 | | |
| 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: | |
| Attn: | | | | | | Attn: | | | | |
| Telephone No.: | | |
|
| | Telephone No.: | | |
|
|
| Facsimile No.: | | |
|
| | Facsimile No.: | | |
|
|
| | | | | | | | | |
Incorporated by Reference
|
| | ||||||||||||
| |
Exhibit
Number |
| | |
Description
|
| | |
Form
|
| | |
File No.
|
| | |
Exhibit
|
| | |
Filing Date
|
| |
| | 1.1 | | | | | | |
8-K
|
| | |
001- 39046
|
| | |
1.1
|
| | |
September 18, 2020
|
| | |
| | 2.1+ | | | | | | |
8-K
|
| | |
001- 39046
|
| | |
2.1
|
| | |
December 15, 2020
|
| | |
| | 3.1 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
3.1
|
| | |
September 18, 2019
|
| | |
| | 3.2 | | | | | | |
S-1
|
| | |
333-233430
|
| | |
3.3
|
| | |
August 23, 2019
|
| | |
| | 3.3 | | | | | | | | | | | | | | | | | | | | | | |
| | 3.4 | | | | | | | | | | | | | | | | | | | | | | |
| | 4.1 | | | | | | | | | | | | | | | | | | | | | | |
| | 4.2 | | | | | | | | | | | | | | | | | | | | | | |
| | 4.3 | | | | | | |
S-1/A
|
| | |
333-233430
|
| | |
4.1
|
| | |
September 4, 2019
|
| | |
| | 4.4 | | | | | | |
S-1/A
|
| | |
333-233430
|
| | |
4.2
|
| | |
September 4, 2019
|
| | |
| | 4.5 | | | | | | | | | | | | | | | | | | | | | | |
| | 4.6 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
4.1
|
| | |
September 18, 2019
|
| | |
| | 5.1 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Incorporated by Reference
|
| | ||||||||||||
| |
Exhibit
Number |
| | |
Description
|
| | |
Form
|
| | |
File No.
|
| | |
Exhibit
|
| | |
Filing Date
|
| |
| | 10.1 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
10.1
|
| | |
December 15, 2020
|
| | |
| | 10.2 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
10.2
|
| | |
December 15, 2020
|
| | |
| | 10.3 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
10.3
|
| | |
December 15, 2020
|
| | |
| | 10.4 | | | | | | |
8-K
|
| | |
001-39046
|
| | |
10.4
|
| | |
December 15, 2020
|
| | |
| | 10.5 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.5
|
| | |
January 29, 2021
|
| | |
| | 10.6 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.6
|
| | |
January 29, 2021
|
| | |
| | 10.7 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.7
|
| | |
January 29, 2021
|
| | |
| | 10.8# | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.8
|
| | |
January 29, 2021
|
| | |
| | 10.9* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.9
|
| | |
January 29, 2021
|
| | |
| | 10.10* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.10
|
| | |
January 29, 2021
|
| | |
| | 10.11* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.11
|
| | |
January 29, 2021
|
| | |
| | 10.12* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.12
|
| | |
January 29, 2021
|
| | |
| | 10.13 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.13
|
| | |
January 29, 2021
|
| | |
| | 10.14* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.14
|
| | |
January 29, 2021
|
| | |
| | 10.15* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.15
|
| | |
January 29, 2021
|
| | |
| | 10.16 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.16
|
| | |
January 29, 2021
|
| | |
| | 10.17* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.17
|
| | |
January 29, 2021
|
| | |
| | 10.18* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.18
|
| | |
January 29, 2021
|
| | |
| | 10.19* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.19
|
| | |
January 29, 2021
|
| | |
| | 10.20* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.20
|
| | |
January 29, 2021
|
| | |
| | 10.21* | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.21
|
| | |
January 29, 2021
|
| |
| | | | | | | | | |
Incorporated by Reference
|
| | ||||||||||||
| |
Exhibit
Number |
| | |
Description
|
| | |
Form
|
| | |
File No.
|
| | |
Exhibit
|
| | |
Filing Date
|
| |
| | 10.22 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
10.22
|
| | |
January 29, 2021
|
| | |
| | 10.23* | | | | | | | | | | | | | | | | | | | | | | |
| | 10.24* | | | | | | | | | | | | | | | | | | | | | | |
| | 10.25* | | | | | | | | | | | | | | | | | | | | | | |
| | 10.26# | | | | | | | | | | | | | | | | | | | | | | |
| | 10.27# | | | | | | | | | | | | | | | | | | | | | | |
| | 21.1 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
21.1
|
| | |
January 29, 2021
|
| | |
| | 23.1 | | | | | | | | | | | | | | | | | | | | | | |
| | 23.2 | | | | | | | | | | | | | | | | | | | | | | |
| | 23.3 | | | | | | | | | | | | | | | | | | | | | ||
| | 24.1 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
24.1
|
| | |
January 29, 2021
|
| | |
| | 99.1 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
99.1
|
| | |
January 29, 2021
|
| | |
| | 99.2 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
99.2
|
| | |
January 29, 2021
|
| | |
| | 99.3 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
99.3
|
| | |
January 29, 2021
|
| | |
| | 99.4 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
99.4
|
| | |
January 29, 2021
|
| | |
| | 99.5 | | | | | | |
S-4
|
| | |
333-252529
|
| | |
99.5
|
| | |
January 29, 2021
|
| | |
| | 99.6** | | | | Form of Preliminary Proxy Card | | | | | | | | | | | | | | | | | | |
| | 101.INS | | | | XBRL Instance Document | | | | | | | | | | | | | | | | | | |
| | 101.SCH | | | | XBRL Taxonomy Extension Schema | | | | | | | | | | | | | | | | | | |
| | 101.CAL | | | | XBRL Taxonomy Calculation Linkbase | | | | | | | | | | | | | | | | | | |
| | 101.LAB | | | | XBRL Taxonomy Label Linkbase | | | | | | | | | | | | | | | | | | |
| | 101.PRE | | | | XBRL Definition Linkbase Document | | | | | | | | | | | | | | | | | | |
| | 101.DEF | | | | XBRL Definition Linkbase Document | | | | | | | | | | | | | | | | | | |
| | | | Experience Investment Corp. | | ||||||
| | | | By: | | |
/s/ ERIC AFFELDT
|
| |||
| | | | | | | Name: | | | Eric Affeldt | |
| | | | | | | Title: | | | Chief Executive Officer | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
|
| | | ||||
|
/s/ ERIC AFFELDT
Eric Affeldt
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
March 10, 2021
|
|
|
*
Charlie Martin
|
| |
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
| |
March 10, 2021
|
|
|
*
Martin J. Newburger
|
| |
Director
|
| |
March 10, 2021
|
|
|
*
Brian C. Witherow
|
| |
Director
|
| |
March 10, 2021
|
|
|
*
Rafael Pastor
|
| |
Director
|
| |
March 10, 2021
|
|
|
*
Edward Philip
|
| |
Director
|
| |
March 10, 2021
|
|
Exhibit 4.1
NUMBER | NUMBER | |
C- | ||
SHARES | ||
SEE REVERSE FOR CERTAIN DEFINITIONS | ||
CUSIP [•] |
BLADE AIR MOBILITY, INC.
INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A COMMON STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF
BLADE AIR MOBILITY, INC.
(THE “CORPORATION”)
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
Chief Executive Officer |
[Corporate
Seal]
Delaware |
Chief Financial Officer | ||
BLADE AIR MOBILITY, INC.
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | — | as tenants in common | UNIF GIFT MIN ACT | — | Custodian | ||
TEN ENT | — | as tenants by the entireties | (Cust) | (Minor) |
JT TEN | — | as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors Act
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature(s) Guaranteed: |
By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE). |
2
Exhibit 4.2
[FACE]
Number
Warrants
THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
BLADE AIR MOBILITY, INC.
Incorporated Under the Laws of the State of Delaware
CUSIP [•]
Warrant Certificate
This Warrant Certificate certifies that , or registered assigns, is the registered holder of redeemable warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
The initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
1
BLADE AIR MOBILITY, INC. | ||
By: | ||
Name: | ||
Title: | ||
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent | ||
By: | ||
Name: | ||
Title: |
2
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of September 12, 2019 (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
3
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of BLADE AIR MOBILITY, INC. (the “Company”) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such shares of Common Stock be delivered to whose address is . If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 or 6.2 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of the Warrant Agreement.
In the event that the Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
[Signature Page Follows]
4
Date: , 20 | ||
(Signature) | ||
(Address) | ||
(Tax Identification Number) | ||
Signature Guaranteed: | ||
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).
5
Exhibit 5.1
Simpson Thacher & Bartlett llp |
2475 hanover street palo alto, ca 94304
|
telephone: +1-650-251-5000 facsimile: +1-650-251-5002 |
March 10, 2021
Experience Investment Corp.
100 St. Paul Street, Suite 800
Denver, Colorado 80206
Ladies and Gentlemen:
We have acted as counsel to Experience Investment Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 35,625,000 shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share, pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), by and among the Company, Experience Merger Sub, Inc., a Delaware corporation and direct 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 conditions therein, the combination of the Company and Blade pursuant to the proposed merger of Merger Sub with and into the Blade, with Blade continuing as the surviving entity (the “Merger”).
We have examined the Registration Statement and each of (i) the Merger Agreement, (ii) the form of the Second Amended and Restated Certificate of Incorporation of the Company following consummation of the Merger and (iii) the form of the Amended and Restated Bylaws of the Company following consummation of the Merger, each of which has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
BEIJING | HONG KONG | Houston | LONDON | Los Angeles | Palo Alto | SÃO PAULO | TOKYO | Washington, D.C. |
Experience Investment Corp. | 2 |
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Second Amended and Restated Certificate of Incorporation of the Company is filed with the Secretary of State for the State of Delaware in the form filed with the Commission as an exhibit to the Registration Statement prior to the issuance of any of the Shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the issuance of the Shares has been duly authorized by the Company and, when issued by the Company upon consummation of the Merger in accordance with the provisions of the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
Very truly yours, | |
/s/ SIMPSON THACHER & BARTLETT LLP | |
SIMPSON THACHER & BARTLETT LLP |
Exhibit 10.23
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
January 7, 2021
Confidential
Via Electronic Mail
BLADE Urban Air Mobility, Inc. Attn: Will Heyburn
499 East 34th Street
New York, NY 10016
Email: will@flyblade.com
Re: Strategic Alliance for Westchester County Airport Collaboration
Dear Will:
This strategic alliance ("Alliance") outlines the proposed terms for a shared hangar license agreement and a proposed development of a vertiport at the Westchester County Airport in White Plains, New York (the "Airport") and certain other collaborative relationships between BLADE Urban Air Mobility, Inc. ("BLADE") and Ross Aviation Holdings, LLC and its wholly-owned subsidiary HPN NY Holdings, LLC, dba Ross Aviation - White Plains ("Ross Aviation"). Upon acceptance of this Alliance, the parties will immediately begin working together to establish a Hangar Agreement (as defined below) and any other definitive agreements covering the terms below.
1. | Hangar Space and Kiosk: Ross Aviation will provide an operator designated by BLADE (the "Operator") with space in its T-Hangar located at 67 Tower Road, West Harrison, NY 10604 for storage of its Bell 407 helicopter, provided that the crew will be responsible for folding its blades in a parallel fashion, pursuant to the terms of a Shared Hangar License Agreement to be entered into by the Operator and Ross Aviation (the "Hangar Agreement"). Ross Aviation will also provide dedicated lobby space (~15 square feet) at Ross Aviation West at no additional charge for a BLADE kiosk that will be provided and staffed by BLADE. BLADE Flyers will have shared use of the lobby space and common guest reception areas. The Hangar Agreement will include the following terms: | |
a. | License Fee: Monthly license fee of [*****]; subject to adjustment in renewal terms based on TTM Sales Fees | |
b. | Fuel: Fuel pricing at [*****]. | |
c. | Handling Fees: Handling fees of [*****] per operation (waived with minimum fuel purchase of [*****] gallons), for any towing / ground movement operations or if BLADE is unable to service and handle without support from Ross Aviation. | |
d. | Landing Fees: Landing fees of [*****] per operation (required by County and subject to change) | |
e. | Security Fees: No additional security fees will be imposed. |
3200 Cherry Creek South Drive, Suite 670 • Denver, CO 80209 • Phone: (303) 830-7700
f. | Sales Fees: BLADE will pay a Sales Fee to Ross Aviation calculated as [*****] of all gross revenues generated by Ross Aviation. BLADE will further pay a [*****] Sales Fee to Ross Aviation on a monthly basis on any BLADE ground transportation booked by Ross Aviation's based tenants, transient guests and Preferred Partners' customers. The Sales Fees will be paid monthly with accounting and documentation acceptable to Ross Aviation. | |
g. | Customer/Preferred Partner Benefits: BLADE will provide a [*****] discount off the lowest published rate or lowest rate offered to other HPN FBO customers for Ross Aviation's based tenants, transient guests, and Preferred Partners' (e.g., Flexjet, Jet Linx, Jet Aviation, Aircraft Services Group, Solairus Aviation) customers for BLADE helicopter services. | |
h. | BLADE Staff: BLADE will staff appropriately and will provide trained, safety sensitive and badged staff to handle all of its flyers' needs before and after each mission. BLADE will provide and pay all expenses for at least one (1) trained flight coordinator per arrival and departure operation to coordinate and execute services, including but not limited to: passenger greeting and check-in, luggage handling (on separate carts provided by Blade), ramp escort/transport, embarkation/disembarkation, vehicle valet parking fee coordination, catering/F&B handling, etc. Any Blade staff will be badged at BLADE's expense for AOA access and strictly adhere to Ross Aviation's and the Airport's safety protocols. Blade's staff will communicate constantly with Ross Aviation team members and take direction from Ross Aviation management on all matters related to safety. Blade's onsite service and amenities are intended to enhance, not infringe upon, Ross Aviation's flight hospitality services for its guests. Ross Aviation will handle all technical and ground service aircraft operations such as fueling, marshalling, parking, towing, and hangar operations. | |
i. | Vehicle Valet Parking: If self-parking is not available to BLADE passengers, or if parking is expected to be constrained or vehicles otherwise need to be parked offsite, Ross Aviation will provide valet parking service at a cost to BLADE of [*****] per vehicle per day. | |
j. | Other: Additional taxes and government fees will be billed to BLADE as charged. Provided that the Operator of the Aircraft operates under a valid Part 135 Certificate or similar authorization, no additional approvals to operate as contemplated are expected. Exterior signage and employees' ramp access (i.e., badging) require Airport approval. | |
k. | Security Deposit: [*****] | |
I. | Aircraft: Bell 407 (operator to provide and maintain dolly and all other necessary equipment). | |
m. | Maintenance: As defined in the Hangar Agreement, to be allowed in the hangar space. | |
n. | Aircraft Ownership/ Control: A current operator selected by Blade Urban Mobility, Inc. |
2. | Charter: As soon as possible following the renovation contemplated in section 4(b) below, or as soon as practicable following the commencement of the Hangar Agreement (in the case of charters not requiring FBO access), BLADE will allow Ross Aviation East or West to handle all BLADE fixed-wing and rotor charter flights on the following terms: |
3200 Cherry Creek South Drive, Suite 670 • Denver, CO 80209 • Phone: (303) 830-7700
a. | FUEL: [*****] per gallon or as otherwise negotiated between Ross Aviation and charter operator | |
b. | HANDLING: Standard fuel minimums and handling fees apply | |
c. | LANDING FEES: [*****] per operation (per County and subject to change) | |
d. | SECURITY FEE: [*****] per operation |
Fuel rates and fees may be subject to existing agreements between Ross Aviation and operator.
3. | Right of First Offer: BLADE will grant Ross Aviation a right of first offer on all potential management opportunities on BLADE acquired infrastructure in instances where BLADE is seeking third party management. | |
4. | Additional Agreements: The parties will agree to further collaborate as follows: | |
a. | BLADE will move all HPN flight operations to Ross Aviation by [*****] at preferred partner rates to be negotiated. | |
b. | Until the Ross Aviation West redevelopment project is approved and built ([*****]), BLADE may renovate up to [*****], subject to Ross Aviation's approval dedicated office/lobby space for BLADEone and Charter flight passenger handling at Ross Aviation West, based on space availability with direct tarmac access, subject to the terms and conditions of a separate sublease agreement to be entered into by and between BLADE and LESSOR. Space shall be co- branded "BLADE" and "Ross Aviation." The lobby and common areas will be serviced by both Ross Aviation and BLADE and available to all customers of Ross Aviation. |
Anticipated Fall 2021 start.
c. | BLADE will promote Ross Aviation to all customers as its preferred ground handler; Ross Aviation will promote BLADE as its preferred urban air mobility provider. | |
d. | Ross Aviation may bundle a BLADE "space available" benefit for based tenants for [*****] per year for unlimited helicopter shuttles for up to [*****] pax on commuter flights between HPN and Manhattan, based on availability, within 24 hours of scheduled flight time. | |
e. | Blade and Ross Aviation will work together to offer Blade services and terminals at one or more Ross Aviation FBOs in Bedford and Cape Cod, Massachusetts as well as Palm Springs/Thermal and Long Beach, California, with services anticipated to commence in the second half of 2021. | |
f. | Blade and Ross Aviation will seek additional areas of cooperation as Ross Aviation adds FBOs to its network. |
5. | Airport Vertiport Development: BLADE and Ross Aviation mutually agree to work together to develop a vertiport within the existing Ross Aviation footprint at the Airport to accommodate EVA, including a capital contribution and economic arrangement to be agreed upon. If development is approved: |
3200 Cherry Creek South Drive, Suite 670 • Denver, CO 80209 • Phone: (303) 830-7700
a. | BLADE will seek to consolidate its jet service offerings to this facility, where practical. | |
b. | BLADE will be responsible for investing in charging stations, sustainable power and other necessary infrastructure for when eVTOL aircraft become commercially available |
5. | Confidentiality. Unless otherwise agreed to by the parties or required by law, order of a court of competent jurisdiction or the rules and regulations of any governmental authority, each party hereto agrees that the terms of this Alliance, or any information or documentation related to the negotiations of this Alliance or the resulting final agreements, are strictly confidential and should not be disclosed in whole or in part to any party other than Ross Aviation's and BLADE's legal counsel, financial and other advisors (i) who need to know such information in connection with the transactions contemplated hereby, (ii) who are informed by the relevant party of the confidential nature of such information, and (iii) who agree to be bound by the terms of this confidentiality provision. The term of this paragraph shall survive the expiration or termination of this Alliance. |
It is expressly understood and agreed by Ross Aviation and BLADE that this Alliance is intended only as a summary of certain terms and conditions being discussed between the parties hereto with respect to the above-referenced transactions and in no event shall this Alliance be construed as a binding agreement enforceable against either party: provided, however, that the obligations under the heading "Confidentiality" shall be binding and enforceable obligations. Despite any continued negotiations between the parties, a binding commitment with respect to the transaction contemplated by this Alliance will result only from the execution of definitive written agreements. This Alliance is not intended to impose any obligation whatsoever on either party, including continuation of negotiations, execution of a lease or fueling agreement, or any obligation to negotiate in any way other than at arm's length. Neither party may rely on any past or future promises that are inconsistent with this paragraph. Prior to the time that definitive agreements are executed by Ross Aviation and Alliance, either party may terminate negotiations with the other party and enter into negotiations with entirely different parties.
We look forward to beginning a long, mutually beneficial relationship with BLADE. Please indicate your acceptance of the foregoing terms by signing where indicated below and returning a signed copy of this letter to me by January 7, 2021.
Sincerely,
Ross Aviation Operations, LLC
By: |
Brian Corbett, Chief Executive Officer
3200 Cherry Creek South Drive, Suite 670 • Denver, CO 80209 • Phone: (303) 830-7700
Agreed and accepted this 7th day of January 2021. | ||
BLADE Urban Air Mobility, Inc. | ||
By: | ||
Melissa Tomkiel, President - Fixed Wing |
3200 Cherry Creek South Drive, Suite 670 • Denver, CO 80209 • Phone: (303) 830-7700
Exhibit 10.24
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
BLADE / HELICOPTERS, INC. CHICAGO TERMS
This term sheet executed as of the 17th day of February, 2021, outlines the proposed terms for certain collaborative relationships between Blade Urban Air Mobility, Inc. (“Blade”) and Helicopters, Inc. (“Helicopters Inc”), together with Blade, the “Parties”). Upon execution of this term sheet, the Parties will immediately begin working together to negotiate and enter into a Definitive Agreement (as defined hereinafter) containing the terms below.
This Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation on any party hereto, except to the extent set forth in the Binding Provisions section below. No other legally binding obligations, including but not limited to any obligation to negotiate the Definitive Agreement, will be created, implied or inferred until definitive documents, including the Definitive Agreement, if any, are executed and delivered by all Parties.
Parties |
Blade Urban Air Mobility, Inc. (“Blade”) and Helicopters, Inc. (“Helicopters Inc”)
|
Term of Definitive Agreement |
[*****] term commencing on the effective date of a definitive agreement entered into by the Parties (the “Definitive Agreement”). It is contemplated that the Definitive Agreement shall outline terms whereby Helicopters Inc provides helicopter transportation services to Blade pursuant to the terms contained therein, subject to the ability of Helicopters Inc. to opt out as described below.
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Vertiport |
The Definitive Agreement will be contingent upon Blade having entered into a separate agreement with the Vertiport for exclusive Charter and HAA services, with Helicopters Inc as the exclusive provider of those services during the term of the Definitive Agreement.
|
Aircraft Provision |
(1) At any time within [*****] of signing this Term Sheet, and (2) after signing the Definitive Agreement, Blade will notify Helicopters Inc of Blade’s request for a Part 135 capable aircraft substantially equivalent to a Bell 206 L4. Helicopters Inc. agrees to provide such aircraft within 60 days of Blade requesting the aircraft to be used by Blade to provide charter services for a period of at least [*****]; provided, that Helicopters Inc shall have the ability to exercise a [*****] out clause, available any time after the [*****] period should Helicopters Inc determine that market demand is not sufficient. These terms are contingent upon the following:
(i) Blade shall pay to Helicopters Inc a [*****] deposit (the “Deposit”) upon delivery of Blade’s request; (ii) The Deposit will be credited to both charter and HAA flights at a rate of [*****], and (iii) If during the first [*****] after the aircraft’s arrival at Vertiport, the aircraft can be used for both charter and tours, the lesser of (A) the product of [*****] times a fraction the numerator of which is the number days remaining in the [*****] period and the denominator is [*****] and (B) the Deposit remaining at that time shall be refunded to Blade, and the remaining portion of the Deposit, if any, will be forfeited by Blade to Helicopters Inc.
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1
Additionally, (1) at any time within [*****] after the signing of this Term Sheet and (2) the signing of the Definitive Agreement, if Blade has secured a contract with a local hospital for HAA flights, Blade may notify Helicopters Inc of Blade’s request that Helicopters Inc provide an aircraft that is HAA capable. Within 60 days after receipt of such request, Helicopters, Inc agrees that it will make the aforesaid aircraft HAA capable or provide a second aircraft that is HAA capable, as Helicopters Inc determines. |
Assignability |
Helicopters Inc. may assign its rights and obligations under the definitive agreement to its wholly owned subsidiary, Helicopter Commute Service, LLC DBA Breeze Helicopters (“Breeze”).
|
Helicopter Charter Rates |
Blade agrees to pay the following rates to Helicopters Inc for the Bell 206L4, as applicable:
(i) [*****] per flight hour for non-HAA charter flights; and (ii) [*****] per flight hour for HAA flights.
In addition, Blade shall pay to Helicopters Inc the following ancillary fees:
(i) [*****] per hour for wait fees on non-HAA charter flights; (ii) [*****] per hour for wait fees on HAA flights; and (iii) [*****] per each after hour “call in” fee for pilots. (iv) If any aircraft other than a Bell 206 L4 is provided, the Parties will agree reasonably to renegotiate the rates above for such other aircraft. |
HAA Equipment |
If an HAA capable aircraft is requested by Blade, Helicopters Inc will equip an aircraft to enable organ and medical team transportation flights.
Blade agrees to pay [*****] to Helicopters, Inc to support the equipment costs needed to receive HAA certification. To the extent is becomes necessary to move the HAA Equipment to an ENG ship because Blade no longer has adequate demand for charter flights, Blade agrees to cover such costs.
|
BLADE Branding on Helicopter
|
Helicopters Inc agrees to brand any aircraft utilized by Blade solely for retail charter service with “BLADE” livery. For clarity, this would not apply to any ENG or other aircraft conducting only HAA missions. |
Exclusivity
|
While the Definitive Agreement is in effect and Helicopters Inc is providing both charter and HAA services pursuant to such Definitive Agreement, Helicopters Inc shall not operate, sell, promote, and/or arrange by-the-seat charter air travel in the Chicago area, other than for tours.
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2
While the Definitive Agreement is in effect, Blade shall use Helicopters Inc to service all requests Blade receives for charter and HAA flights. Notwithstanding the foregoing, if Helicopters Inc is unable to perform a charter flight requested by Blade (each, a “Requested Flight”), Blade may use a different aircraft operator for such Requested Flight that Helicopters Inc is unable to perform.
So long as Helicopters Inc. or its wholly owned subsidiary Breeze has an exclusive arrangement with the operator of Vertiport, Blade shall not operate, sell, promote, and/or arrange tourism flights in the Chicago area.
While the Definitive Agreement is in effect, to the extent that it occurs, Blade will pass all tourism flight related inquiries to Helicopters Inc. Similarly, while the Definitive Agreement is in effect and charter services are being provided pursuant to the Definitive Agreement, Helicopters Inc. will pass all charter related inquiries to Blade.
|
|
Marketing |
Blade shall aggressively market various routes to and from the Vertiport or other local area helicopter landing options on the Blade mobile application and website.
Blade will aggressively market and target local Chicago area hospitals for organ transport services.
Blade will invest in marketing its services at the Vertiport through various local media outlets, including digital, print, and television.
Blade shall work with its commercial airline partners to market helicopter transfer services to customers of commercial airlines between the Chicago area airports and the Vertiport.
|
Confidentiality |
The Parties will not disclose to any other person (except to directors and employees of the Parties and its affiliates who have a need to know, or to the Parties’ legal and accounting advisers, or where disclosure is required by law) any of the terms, conditions or other facts with respect to this Term Sheet, including the pricing, structure and status thereof.
|
Governing Law |
This Term Sheet shall be governed by and construed and enforced in accordance with the laws of the state of Delaware, without giving effect to any principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS, HIS OR HER RIGHT TO A JURY TRIAL OF ANY CLAIM ARISING OUT OF THIS TERM SHEET, THE DEFINITIVE AGREEMENTS OR THE TRANSACTION CONTEMPLATED HEREIN.
|
3
Term Sheet Exclusivity |
The Parties agree that until the date that is [*****] from the date hereof, they shall negotiate exclusively with each other regarding the subject matter of this Term Sheet, and shall not and shall procure that their respective affiliates, employees, agents, advisors and investment bankers do not, directly or indirectly, solicit, encourage, entertain or accept any inquiries, discussions or proposals from, or enter into any kind of negotiations with, or execute any agreements with, any other third party regarding Charter and HAA flights originating from Chicago Vertiport.
|
Definitive Agreements |
The Parties agree that any obligation concerning the purpose of this Term Sheet is subject to the negotiation and execution of the Definitive Agreement. Any obligations of the Parties contained herein shall be superseded by the Definitive Agreement.
|
Costs |
Each Party shall bear all fees and expenses (including attorneys’ fees) incurred by it in connection with the preparation, negotiation and execution of this Term Sheet and any Definitive Agreement.
|
Binding Provisions |
From the execution date of this Term Sheet until the date that is [*****] thereafter, during which time, the Governing Law, Costs and Term Sheet Exclusivity provisions herein will be binding on the Parties.
|
Blade Urban Air Mobility, Inc. | Helicopters, Inc. |
By : | By : |
Name : | Name : |
Title : | Title : |
4
Exhibit 10.25
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
ALLIANCE TERM SHEET
BLADE, HELICOPTERS, INC. AND VERTIPORT CHICAGO
This alliance term sheet (this “Term Sheet”), dated as of February 17, 2021, outlines the proposed terms for certain collaborative relationships between Blade Urban Air Mobility, Inc. (“Blade”) and Vertiport PropCo, LLC (“Vertiport Chicago,” together with Blade and Operator, the “Parties”). Upon execution of this Term Sheet, the Parties will immediately begin working together to negotiate and enter into Definitive Agreements (as defined hereinafter) containing the terms below.
This Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation on any party hereto, except to the extent set forth in the Binding Provisions section below. No other legally binding obligations will be created, implied or inferred until definitive documents, if any, are executed and delivered by all Parties.
Parties |
Blade Urban Air Mobility, Inc. (“Blade”) and Vertiport PropCo, LLC (“Vertiport Chicago,” and together with Blade, the “Parties”).
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Term |
[*****] commencing on the effective date of a definitive agreements entered into by the Parties (the “Definitive Agreements”). It is contemplated that the Definitive Agreements shall consist of, among other things: (i) a Charter Agreement (as defined below) entered into by Blade and the Operator; (ii) a License Agreement (as defined below) entered into by Blade and the Vertiport; and (iii) a Use Agreement (as defined below) entered into by the Operator and the Vertiport. The Definitive Agreements shall be subject to extension upon the mutual agreement of the Parties
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1
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
2
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
Exclusivity-Charter, Tour and Other |
Vertiport Chicago shall not allow any entity other than Blade to market, sell, promote, and/or arrange by-the-seat air travel to or from the Vertiport while the Definitive Agreements are in effect; provided, however, that the foregoing exclusive right in favor of Blade shall not apply to any tour operations by the Vertiport it being understood that Vertiport Chicago retains all rights and control of any tour operations at the Vertiport, as more particularly described below.
Vertiport Chicago will not allow any competitor of Blade to erect or maintain a private, semi-private, or branded passenger lounge at the Vertiport.
Blade and Vertiport Chicago shall use Operator to service all requests Blade and Vertiport Chicago receive for charter flights; provided that if Operator is unable to perform, or is uncompetitive from a cost standpoint, a flight requested by Vertiport Chicago or Blade (each, a “Requested Flight”), Blade and Vertiport Chicago may use a different aircraft operator for such Requested Flight that Operator is unable to perform.
All tour operations shall be retained by Vertiport Chicago. Blade and Operator shall refer all contacts and inquiries regarding tour flights to Vertiport Chicago for handling. Blade and Operator shall have no right to operate tours at the Vertiport, except as specifically described below.
Operator shall be Vertiport Chicago’s preferred provider as a tour operator. As Vertiport Chicago’s preferred operator, the Operator shall have the first right to provide tour services on terms and conditions to be proposed by Vertiport Chicago on a case-by-case basis. If Operator is unable to provide tour services on the terms and conditions proposed by Vertiport Chicago, then Vertiport Chicago shall have the right to utilize another helicopter operator to provide such tour services which Operator was unable to specifically provide. Given the uncertainty of the current economic environment and the helicopter tour market in the Chicago metropolitan area, the Parties acknowledge and agree that specific terms and conditions for tour operations cannot be agreed to at this time nor will likely be in place for the Definitive Agreements. Nonetheless, the Parties agree to work together in good faith to provide the Operator a preferred opportunity to provide helicopter tour services as and when the helicopter tour market returns to Chicago during the course of 2021.
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3
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
Marketing |
Blade shall market various routes to and from the Vertiport on the Blade mobile application and website.
Blade will invest in marketing its services at the Vertiport through various local media outlets, including digital, print, and television.
Blade shall work with its commercial airline partners to market helicopter transfer services to customers of commercial airlines between the Chicago area airports and the Vertiport.
Vertiport Chicago shall mention Blade in all external communications
and marketing efforts, with each such mention subject to Blade’s approval.
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MediMobility Services |
Vertiport Chicago shall use commercially reasonable efforts to introduce Blade to relevant contacts at local hospitals in an effort to promote and expand Blade’s MediMobility services to the Chicago area and the Vertiport.
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Commission |
Blade shall pay Vertiport Chicago commission for the referral to Blade of (i) charter flight business and (ii) hospitals that use Blade’s MediMobility services. The commission rates and details around qualifying referrals shall be negotiated by Blade and Vertiport Chicago in good faith and outlined in the Definitive Agreements.
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Right of First Offer |
In the event that Vertiport Chicago makes a decision to market the Vertiport for sale, Vertiport Chicago shall first notify Blade of its intention to do so which notice shall include a proposed purchase and any other material terms upon which Vertiport Chicago will be marketing the property. Blade shall have a limited period of time from receipt of such notice to make a written offer to Vertiport Chicago to acquire the Vertiport. Vertiport Chicago shall have the right in its sole and absolute discretion to accept or reject such offer. If Vertiport Chicago agrees to proceed to negotiate a purchase with Blade, then Vertiport Chicago and Blade shall enter into good faith negotiations concerning the sale of the Vertiport, all as more particularly described in the Definitive Agreements. If Blade fails to respond to Vertiport Chicago’s notice or the Parties fail to reach an agreement as to the terms of sale (as the case may be), then, in such event, Vertiport Chicago shall have the right to market the property for sale and if Vertiport Chicago receives a purchase offer within [*****] of the purchase price set forth in the notice to Blade, then Vertiport Chicago shall be free to close the sale of the property to any third party purchaser.
If Vertiport Chicago receives an unsolicited offer from a third party, Vertiport Chicago shall notify Blade of the terms of such offer and Blade shall have the right to make its own offer for the acquisition of the property on terms it chooses in its sole and absolute discretion. In such circumstances, Vertiport Chicago shall have the right to continue to negotiate with such third parties and/or Blade with regard to any such offer and shall retain the right to accept or reject any such offers from Blade and/or any third party in its sole and absolute discretion.
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Confidentiality | The Parties will not disclose to any other person (except to directors and employees of the Parties and its affiliates who have a need to know, or to the Parties’ legal and accounting advisers, or where disclosure is required by law) any of the terms, conditions or other facts with respect to this Proposal, including the pricing, structure and status thereof. |
4
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
Governing Law |
This Term Sheet shall be governed by and construed and enforced in accordance with the laws of the state of Delaware, without giving effect to any principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS, HIS OR HER RIGHT TO A JURY TRIAL OF ANY CLAIM ARISING OUT OF THIS TERM SHEET, THE DEFINITIVE AGREEMENTS OR THE TRANSACTION CONTEMPLATED HEREIN.
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Term Sheet Exclusivity |
The Parties agree that until the date that is [*****] from the date hereof, they shall negotiate exclusively with each other regarding the subject matter of this Term Sheet, and shall not and shall procure that their respective affiliates, employees, agents, advisors and investment bankers do not, directly or indirectly, solicit, encourage, entertain or accept any inquiries, discussions or proposals from, or enter into any kind of negotiations with, or execute any agreements with, any other third party regarding the subject matter of this Term Sheet (other than the Parties).
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Definitive Agreements |
The Parties agree that any obligation concerning the purpose of this Term Sheet is subject to the negotiation and execution of the Definitive Agreements, which the Parties acknowledge and accept. Any obligations of the Parties contained herein shall be superseded by the Definitive Agreements.
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Costs |
Each Party shall bear all fees and expenses (including attorneys’ fees) incurred by it in connection with the preparation, negotiation and execution of this Term Sheet and any Definitive Agreements.
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Binding Provisions | From its execution date until the date that is [*****] thereafter, during which time, the Governing Law, Definitive Agreements, Costs, Term Sheet Exclusivity and Binding Provisions provisions herein will be binding on the Parties. |
Blade Urban Air Mobility, Inc. | Vertiport PropCo, LLC | |||
By : | By : | |||
Name : | Name : | |||
Title : | Title : |
5
Exhibit 10.27
FORM OF INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors and officers are being increasingly subjected to expensive and time-consuming litigation. The Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance Expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee be so indemnified.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer or director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company, as provided in Section 17 of this Agreement. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS. As used in this Agreement:
(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a reorganization, merger, asset acquisition, stock (or other equity interest) purchase or exchange, consolidation or other business combination involving the Company (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was Serving at the Request of the Company (as defined below).
(e) “Delaware Court” shall mean the Court of Chancery of the State of Delaware.
(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was Serving at the Request of the Company (as defined below) as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee or agent.
(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(i) “Expenses” shall include all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. “Expenses” also shall include expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or Fines (as defined below) against Indemnitee.
(j) “Fines” shall include all fines, including without limitation any excise tax assessed on Indemnitee with respect to any employee benefit plan and any fines imposed on Indemnitee by any governmental authority.
(k) “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(l) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(m) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative nature, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was Serving at the Request of the Company (as defined below) as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement.
(n) The term “Serving at the Request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(o) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, Fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, Fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, Fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
8. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance of Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement provision or otherwise, except (i) with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise and (ii) as provided in Section 9 of this Agreement;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14(f)-(g) of this Agreement, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance of Expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
9. INDEMNITOR OF FIRST RESORT. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Alternative Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 9.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, advance of Expenses, hold harmless or exoneration payment is excluded pursuant to Section 8 of this Agreement.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, Fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or law firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) of this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or law firm selected by the Delaware Court, and the person or law firm with respect to whom all objections are so resolved or the person or law firm so appointed shall act as Independent Counsel under Section 12(a) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such Independent Counsel’s engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES OF INDEMNITEE.
(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 7 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement, and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company or of any other Enterprise which such person is or was Serving at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was Serving at the Request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
17. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee is Serving at the Request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or Expense is incurred for which indemnification or advancement can be provided under this Agreement.
18. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.
(b) Without limiting any of the rights of Indemnitee under the Charter or the Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (b) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(ii) If to the Company, to:
Blade Air Mobility, Inc.
[●]
or to any other address as may have been furnished to Indemnitee in writing by the Company.
22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 of this Agreement or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by electronic delivery of a counterpart in pdf format), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate and vice versa. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.
BLADE AIR MOBILITY INC. | ||
By: | ||
Name: | Rob Wiesenthal | |
Title: | Chief Executive Officer |
INDEMNITEE | ||
By: | ||
Name: | ||
Address: |
SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT
Exhibit 23.2
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Experience Investment Corp. (the "Company") on Amendment No. 1 to Form S-4, File No. 333-252529, of our report dated March 10, 2021, which contains an explanatory paragraph as to the Company's ability to continue as a going concern, with respect to our audits of the consolidated financial statements of Experience Investment Corp. as of December 31, 2020 and 2019, for the year ended December 31, 2020 and for the period from May 24, 2019 (inception) through December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Houston, TX
March 10, 2021
Exhibit 23.3
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Experience Investment Corp. on Form S-4 Amendment No. 1 (File No. 333-252529) of our report dated January 18, 2021, except for Note 11 of which the date is January 27, 2021, with respect to our audits of the consolidated financial statements of Blade Urban Air Mobility, Inc. as of September 30, 2020 and 2019 and for the two years in the period ended September 30, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum LLP
Marcum LLP
Melville, NY
March 10, 2021