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As filed with the Securities and Exchange Commission on April 6, 2021.

Registration No. 333-252529

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 3
To

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EXPERIENCE INVESTMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)

	Delaware			6770			84-1890381
	(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

100 St. Paul St., Suite 800
Denver, CO 80206
(720) 284-6400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Eric Affeldt
Chief Executive Officer
100 St. Paul St., Suite 800
Denver, CO 80206
(720) 284-6400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

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

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934 (the “Exchange Act”).

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED APRIL 6, 2021

PROXY STATEMENT OF
EXPERIENCE INVESTMENT CORP.

PROSPECTUS FOR
35,625,000 SHARES OF CLASS A COMMON STOCK

CONSENT SOLICITATION STATEMENT FOR
BLADE URBAN AIR MOBILITY, INC.

Dear Experience Investment Corp. Stockholders,

On behalf of EIC’s board of directors (the “Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Experience Investment Corp., a Delaware corporation (“EIC,” “we” or “our”), to be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On December 14, 2020, EIC entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among EIC, Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC (“Merger Sub”), and BLADE Urban Air Mobility, Inc., a Delaware corporation (“Blade”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity (the “Merger”). Concurrently with the execution and delivery of the Merger Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of Experience Sponsor LLC (the “Sponsor”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 12,500,000 shares (the “PIPE Shares”) of EIC’s Class A common stock (the “EIC Class A common stock”) at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger (the “Closing”). The Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements, are referred to herein as the “Transactions.”

The proposed Merger is expected to be consummated after the required approval by the stockholders of EIC and by the stockholders of Blade, and the satisfaction or waiver of certain other conditions summarized below. At the reference price of $10.00 (the “Reference Price”) per share of EIC Class A common stock, the total merger consideration of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options (as defined below) are net exercised) would have a value of $356,250,000. However, the valuation ascribed to the Blade business and EIC Class A common stock issued as Merger Consideration may not be indicative of the price that will prevail in the trading market following the business combination and the trading price of EIC Class A common stock may fluctuate substantially and may be lower than the reference price. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

Pursuant to the Merger Agreement, at the effective time of the Merger:

(a) each outstanding share of Blade common stock, including shares that are subject to vesting conditions (the “Blade Restricted Shares” and, together with shares of Blade common stock, the “Blade Common Stock”) that is outstanding as of immediately prior to the effective time of the Merger (other than treasury stock) will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A common stock calculated pursuant to the Merger Agreement (the “Common Stock Share Consideration”). The Common Stock Share Consideration issued in respect of Blade Restricted Shares will be subject to the same vesting restrictions as in effect immediately prior to the effective time of the Merger;

(b) each outstanding share of Blade Series Seed Preferred Stock, Blade Series A Preferred Stock and Blade Series B Preferred Stock (collectively, the “Blade Preferred Stock” and, together with the Blade Common Stock, the “Blade Stock”) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A common stock calculated pursuant to the Merger Agreement (the “Preferred Stock Share Consideration” and, together with the Common Stock Share Consideration, the “Share Consideration”); and

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(c) each option to acquire Blade Common Stock (each, a “Blade Option”) that is outstanding immediately prior to the effective time of the Merger, will be assumed and automatically converted into an option to purchase a number of shares of EIC Class A common stock at the exercise price calculated pursuant to the Merger Agreement (the “EIC Options” and, together with the Share Consideration, the “Merger Consideration”).

As described in this proxy statement/prospectus/consent solicitation statement, EIC’s stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of EIC’s common stock at 5:00 p.m. (New York City time) on March 17, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Board has determined that the Merger and the other proposals described in the accompanying proxy statement/prospectus/consent solicitation statement are fair to and in the best interests of EIC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the approval of the Merger and the other proposals. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of EIC’s stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to EIC’s stockholders that they vote in favor of the proposals presented at the special meeting.

The Blade board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that Blade stockholders consent to the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby.

Consummation of the Transactions is conditioned on (a) the approval of EIC’s stockholders of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal (as described herein) and (b) the consent of the requisite Blade stockholders (as described herein) to adopt the Merger Agreement and approve the transactions contemplated thereby. If any of such proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions. EIC and Blade are sending you this proxy statement/prospectus/consent solicitation statement to ask you to vote in favor of these and the other matters described in this document.

In connection with the Merger Agreement: (a) EIC entered into an amended letter agreement with Blade and the Sponsor (the “Sponsor Letter Agreement”), pursuant to which the Sponsor has agreed to, among other things, vote its shares in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus/consent solicitation statement; and (b) certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions.

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The following table illustrates varying ownership levels in the post-combination company, assuming no redemptions by EIC’s public stockholders and the maximum redemptions by EIC’s public stockholders as described above:

	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%

(1)

Assumes 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and reflects the shares of EIC Class A common stock underlying the EIC Options (assuming that the payment of the exercise price for such EIC Options is net settled) as issued and outstanding as of the closing of the Merger.

(2)

Assumes all 27,500,000 shares of EIC Class A common stock will be redeemed.

(3)

Certain Blade stockholders have committed to purchase an aggregate of 210,000 shares of EIC Class A common stock in the PIPE Investment. Those shares are excluded from the ownership amounts for current holders of Blade Stock and Blade Options.

All EIC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus/consent solicitation statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

This proxy statement/prospectus/consent solicitation statement covers: 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) being issued or reserved for issuance as the Merger Consideration pursuant to the Merger Agreement.

EIC’s units, shares of EIC Class A common stock and EIC’s public warrants are currently listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbols EXPCU, EXPC and EXPCW, respectively.

Pursuant to EIC’s current certificate of incorporation, a holder of public shares may demand that EIC redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if, no later than 5:00 p.m. (New York City time) on May 3, 2021 (two (2) business days prior to the date of the special meeting), they:

(i) submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii) certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii) deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from EIC’s initial public offering, calculated as of two business days prior to the consummation of the business combination. Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

EIC is, and, immediately following consummation of the Transactions, will continue to be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

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This proxy statement/prospectus/consent solicitation statement provides you with detailed information about the Transactions and other matters to be considered at the special meeting of EIC’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 44.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/prospectus/consent solicitation statement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus/consent solicitation. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Eric Affeldt
Chairman of the Board of Directors

This proxy statement/prospectus/consent solicitation statement is dated [•], 2021 and is first being mailed to EIC stockholders on or about [•], 2021.

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ADDITIONAL INFORMATION

The accompanying document is the proxy statement of EIC for the special meeting, the prospectus for the 35,625,000 shares of EIC Class A common stock being issued or reserved for issuance as the Merger Consideration pursuant to the Merger Agreement and the consent solicitation statement for Blade stockholders to adopt the Merger Agreement and approve the Merger and the Transactions. This registration statement and the accompanying proxy statement/prospectus/consent solicitation statement is available without charge to public shareholders of EIC upon written or oral request. This document and other filings by EIC with the Securities and Exchange Commission may be obtained by either written or oral request to:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: EXPC.info@investor.morrowsodali.com

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the proposals to be voted on at the special meeting or the accompanying proxy statement/prospectus/consent solicitation statement, would like additional copies of the accompanying proxy statement/prospectus/consent solicitation statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC, the proxy solicitor for EIC, toll-free at 1 (800) 662-5200. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus/consent solicitation statement for further information.

Information contained on the EIC website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the special meeting, or no later than April 28, 2021.

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EXPERIENCE INVESTMENT CORP.
100 St. Paul St., Suite 800
Denver, CO 80206

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2021

TO THE STOCKHOLDERS OF EXPERIENCE INVESTMENT CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Experience Investment Corp., a Delaware corporation (“EIC,” “we” or “our”), will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333, where you will be able to listen to the meeting live and vote during the meeting.

Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of EIC’s board of directors (the “Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)

Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including (a) adopting the Agreement and Plan of Merger, dated as of December 14, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) by and among EIC, Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC (“Merger Sub”), and BLADE Urban Air Mobility, Inc., a Delaware corporation (“Blade”), a copy of which is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A, which provides for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”) and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus/consent solicitation statement — we refer to this proposal as the “business combination proposal”;

(2)

Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC in the form attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex F (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)

Proposal No. 3 — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

(4)

Proposal No. 4 — To consider and vote on a proposal to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms thereunder, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex E;

(5)

Proposal No. 5 — To consider and vote upon a proposal to elect seven (7) directors to serve staggered terms on the Board until immediately following the annual meeting of EIC stockholders for the calendar year ended December 31, 2021, 2022 and 2023, as applicable, and until their respective successors are duly elected and qualified — we refer to this proposal as the “director election proposal”;

(6)

Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying

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with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the issuance of shares of EIC Class A common stock as Merger Consideration and the PIPE Investment (as described below), and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(7)

Proposal No. 7 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of EIC common stock at 5:00 p.m. (New York City time) on March 17, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of EIC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

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To raise additional proceeds to fund the Transactions, concurrently with the execution and delivery of the Merger Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of the Sponsor, entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 12,500,000 shares of EIC Class A common stock (the “PIPE Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger.

(i) submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii) certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii) deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from EIC’s initial public offering, calculated as of two business days prior to the consummation of the business combination. Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Eric Affeldt
Chairman of the Board of Directors

[•], 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE EIC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EIC’s TRANSFER AGENT NO LATER THAN 5:00 P.M. (NEW

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BLADE Urban Air Mobility, Inc.
499 East 34th Street
New York, NY 10016

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of BLADE Urban Air Mobility, Inc.,

Pursuant to an Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), by and among BLADE Urban Air Mobility, Inc. (“Blade”), Experience Investment Corp. (“EIC”) and EIC Merger Sub, Inc., a direct wholly owned subsidiary of EIC (“Merger Sub”), Blade will merge with and into Merger Sub, with Blade surviving the merger as a wholly owned subsidiary of EIC (the “Merger”).

The consent solicitation statement attached to this notice is being delivered to you on behalf of the Blade board of directors to request that holders of the outstanding shares of Blade common stock and Blade preferred stock execute and return written consents to adopt and approve the Merger Agreement and the transactions contemplated thereby.

The attached consent solicitation statement describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this consent solicitation statement.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights.” Please note the Merger has been approved by the Blade board of directors.

The Blade board of directors has considered the Merger and the terms of the Merger Agreement and has unanimously determined that the Merger and the Merger Agreement are advisable, fair to and in the best interests of Blade and its stockholders and recommends that Blade stockholders adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby.

Please complete, date and sign the written consent furnished to you and return it promptly to Blade by one of the means described in “Blade’s Solicitation of Written Consents.”

By Order of the Board of Directors,
Robert S. Wiesenthal
Chief Executive Officer

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus/consent solicitation statement or the context otherwise requires, references to:

“Blade” are to BLADE Urban Air Mobility, Inc., a Delaware corporation;

“Blade Common Stock” are to the shares of Blade’s common stock, par value $0.00001 per share, including Blade Restricted Shares;

“Blade Options” are to each option to acquire Blade Common Stock granted pursuant to the Fly Blade, Inc. 2015 Equity Incentive Plan that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested;

“Blade Preferred Stock” are to, collectively, the shares of Blade’s Series Seed Preferred Stock, par value $0.00001 per share, Blade’s Series A Preferred Stock, par value $0.00001 per share, and Blade’s Series B Preferred Stock, par value $0.00001 per share;

“Blade Restricted Shares” are to the shares of Blade Common Stock granted to employees or other service providers of Blade that are subject to vesting conditions;

“Blade Stock” are to, collectively, the Blade Common Stock and Blade Preferred Stock;

“Board” or “EIC Board” are to the board of directors of EIC, or a committee thereof, as applicable;

“Closing” are to the consummation of the Merger;

“Closing Date” are to the date on which the Transactions are consummated;

“common stock” are to the EIC Class A common stock and EIC Class B common stock;

“completion window” are to the period following the completion of EIC IPO at the end of which, if EIC has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on September 17, 2021;

“current certificate of incorporation” are to EIC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus/consent solicitation statement;

“DGCL” are to the Delaware General Corporation Law, as amended;

“EIC” are to Experience Investment Corp., a Delaware corporation, which will be renamed Blade Air Mobility, Inc. in connection with the consummation of the Transactions;

“EIC Class A common stock” are, prior to consummation of the Transactions, to EIC’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Class A common stock, par value $0.0001 per share of the post-combination company;

“EIC Class B common stock” are to EIC’s Class B common stock, par value $0.0001 per share;

“EIC IPO” are to the initial public offering by EIC which closed on September 17, 2019;

“EIC Options” are to the Blade Options assumed by EIC pursuant to the Merger Agreement at Closing, which shall automatically convert into options to purchase EIC Class A common stock;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Founder Shares” are to the 6,875,000 shares of EIC Class B common stock and the shares of EIC Class A common stock issued upon the automatic conversion thereof at the time of EIC’s initial business combination. The Founder Shares are held of record by the Sponsor as of the record date;

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“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Investor Rights Agreement” are to the Investor Rights Agreement, dated as of December 14, 2020 (and effective as of the Closing), by and among EIC, the Sponsor and certain other parties thereto;

“KSL Capital Partners” are to KSL Capital Partners, LLC, a Delaware limited liability company, an affiliate of our Sponsor;

“Merger” are to the merger of Merger Sub with and into Blade, with Blade surviving the merger as a wholly owned subsidiary of EIC;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of December 14, 2020, by and among EIC, Merger Sub and Blade, providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the Share Consideration and the EIC Options;

“Merger Sub” are to Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC;

“Net Tangible Assets” are to the net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of EIC immediately following the Closing (after giving effect to the exercise by EIC’s public stockholders of their right to redeem their shares of EIC Class A common stock into their pro rata share of the funds held in EIC’s trust account in accordance with EIC’s current certificate of incorporation, the PIPE Investment and the other Transactions contemplated to occur upon the Closing, including the payment of expenses relating to the Transactions);

“PIPE Investment” are to the private placement pursuant to which EIC entered into subscription agreements with certain investors whereby such investors have committed to purchase 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. The PIPE Investment will be consummated concurrently with, and is conditioned upon, among other things, the Closing;

“PIPE Investors” are to the investors participating in the PIPE Investment;

“PIPE Subscription Agreements” are to the subscription agreements relating to the PIPE Investment entered into by and among EIC, on the one hand, and certain accredited investors (including an affiliate of the Sponsor), on the other hand, in each case entered into on or after December 14, 2020 and prior to the Closing;

“Private Placement Warrants” are to the warrants issued by EIC to the Sponsor in a private placement simultaneously with the closing of the EIC IPO. The Private Placement Warrants are exercisable for an aggregate of 5,000,000 shares of EIC Class A common stock at a purchase price of $11.50 per share;

“public shares” are to the 27,500,000 shares of EIC Class A common stock sold as part of the units in the EIC IPO (whether they were purchased in the EIC IPO or thereafter in the open market);

“public stockholders” are to the holders of EIC’s public shares, including the Sponsor and EIC’s officers and directors to the extent the Sponsor and EIC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“Public Warrants” are to the redeemable warrants issued by EIC and sold as part of the units in the EIC IPO (whether they were purchased in the EIC IPO or thereafter in the open market). The Public Warrants are exercisable for an aggregate of 9,166,666 shares of EIC Class A common stock at a purchase price of $11.50 per share. Following the consummation of our initial business combination, references to the Public Warrants also include any Private Placement Warrants or Working Capital Warrants that are not held by our Sponsor or its permitted transferees;

“SEC” are to the United States Securities and Exchange Commission;

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“Share Consideration” are to the shares of EIC Class A common stock to be issued as consideration for the outstanding shares of Blade Common Stock and Blade Preferred Stock pursuant to the Merger Agreement;

“Sponsor” are to Experience Sponsor LLC, a Delaware limited liability company and an affiliate of KSL Capital Partners and EIC in which certain of EIC’s directors and officers hold membership interests;

“Sponsor Letter Agreement” are to the Amended and Restated Sponsor Letter Agreement, dated as of December 14, 2020, by and among EIC, the Sponsor and Blade, which amended and restated that certain letter agreement, dated as of September 12, 2019, between the Sponsor, EIC and the other parties thereto;

“Steele ExpCo” are to Steele ExpCo Holdings, LLC, the managing member of the Sponsor;

“Support Agreements” are to the Support Agreements, dated as of December 14, 2020, entered into by EIC and certain Blade stockholders, pursuant to which certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“trust account” are to the trust account of EIC that holds the proceeds from the EIC IPO;

“units” are to the 27,500,000 units sold in the EIC IPO, with each unit consisting of one public share and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock for $11.50 per share;

“warrants” are to the Public Warrants, the Private Placement Warrants and the Working Capital Warrants; and

“Working Capital Warrants” are to the warrants to purchase shares of EIC Class A common stock if loans are made by the Sponsor pursuant to the Sponsor Letter Agreement in an amount of up to $1,500,000 and not repaid, such warrants to be on terms identical to the terms of the Private Placement Warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers” and “Summary,” summarizes certain information contained in this proxy statement/prospectus/consent solicitation statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus/consent solicitation statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus/consent solicitation statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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Experience Investment Corp., a Delaware corporation, which we refer to as “EIC,” “we,” “us,” or “our,” is a blank check company incorporated as a Delaware corporation on May 24, 2019 and formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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On September 17, 2019, EIC consummated its initial public offering of 27,500,000 units, including 2,500,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of EIC Class A common stock and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock for $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $275,000,000. Simultaneously with the consummation of the EIC IPO, EIC consummated the private placement of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $7,500,000. Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs. In addition, $1,999,979 of cash was held outside of the trust account upon closing of the EIC IPO and was available for working capital purposes and for the payment of offering expenses.

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Following the consummation of the EIC IPO, $275,000,000 was deposited into a U.S.-based trust account with American Stock Transfer & Trust Company, LLC acting as trustee. Except as described in the prospectus for the EIC IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and EIC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

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Blade is a technology-powered, air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the United States and abroad. See the sections entitled “Information About Blade,” “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

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Subject to the terms of the Merger Agreement, at the reference price of $10.00 per share of EIC Class A common stock, the total Merger consideration of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) would have a value of $356,250,000. However, the valuation ascribed to the Blade business and EIC Class A common stock issued as Merger Consideration may not be indicative of the price that will prevail in the trading market following the business combination and the trading price of EIC Class A common stock may fluctuate substantially and may be lower than the reference price. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

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In connection with the Merger Agreement: (a) EIC entered into the Sponsor Letter Agreement, pursuant to which the Sponsor has agreed to, among other things, vote its shares in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus/consent solicitation statement; and (b) certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements pursuant to which such Blade

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stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement.

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Pursuant to the PIPE Subscription Agreements, EIC has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from EIC 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share for an aggregate commitment of $125,000,000. The PIPE Investment is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger.

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It is anticipated that, upon completion of the business combination: (a) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (b) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (c) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (d) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (i) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan and (ii) assume that no EIC public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

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EIC management and the Board considered various factors in determining whether to approve the Merger Agreement and the Transactions, including the Merger. For more information about the reasons that the Board considered in determining its recommendation, please see the section entitled “The Merger — EIC’s Board of Directors’ Reasons for the Approval of the Transactions.” When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

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At the special meeting, EIC’s stockholders will be asked to consider and vote on the following proposals:

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a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including adopting the Merger Agreement and the Transactions described in this proxy statement/prospectus/consent solicitation statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

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a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

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a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

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a proposal to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

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a proposal to elect seven (7) directors to serve staggered terms on the Board until immediately following the annual meeting of EIC stockholders for the calendar year ended December 31, 2021, 2022 and 2023, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

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a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment (as described below), and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

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a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

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Upon consummation of the Transactions, the Board anticipates each Class I director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2021, each Class II director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2022 and each Class III director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2023, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus/consent solicitation statement and only briefly address some commonly asked questions, which are grouped into the following three categories: (a) Questions and Answers About the Proposed Business Combination; (b) Questions and Answers About the Special Meeting and the Proposals to be Presented at the Special Meeting; and (c) Questions and Answers About the Blade Consent Solicitation. The following questions and answers do not include all the information that is important to you. EIC and Blade stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination, the voting procedures for the special meeting and the procedures for the consent solicitation.

Questions and Answers About the Proposed Business Combination

Why am I receiving this proxy statement/prospectus/consent solicitation statement?

EIC and Blade have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus/consent solicitation statement. A copy of the Merger Agreement is attached hereto as Annex A, and EIC and Blade encourage their stockholders to read it in its entirety.

This document constitutes a proxy statement of EIC, a prospectus of EIC and a consent solicitation statement of Blade.

This document is a proxy statement because the Board is soliciting from EIC stockholders proxies for the special meeting using this proxy statement/prospectus/consent solicitation statement. At the special meeting, EIC’s stockholders are being asked to consider and vote upon, among other proposals set forth herein, a proposal to adopt the Merger Agreement and the Transactions, which, among other things, includes provisions for a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This document is a prospectus because EIC, in connection with the Merger, is offering 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) as Merger Consideration. The valuation of the Merger Consideration will fluctuate based on the trading price of EIC’s Class A common stock. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

This document is a consent solicitation statement because the Blade board of directors is soliciting written consents from Blade stockholders to adopt the Merger Agreement and approve the Transactions, including the Merger. For more information about the Blade consent solicitation, see “Questions and Answers About the Blade Consent Solicitation” below.

This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety. Your vote (in the case of EIC stockholders) or consent (in the case of Blade stockholders) is important. You are encouraged to submit your proxy or consent, as applicable, as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its Annexes.

Why is EIC proposing the business combination?

EIC was formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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Simultaneously with the consummation of the EIC IPO, EIC consummated the private placement of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $7,500,000. Since the EIC IPO, EIC’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of Blade and the industry in which it operates, including the financial and other information provided by Blade in the course of their negotiations in connection with the Merger Agreement, EIC believes that Blade is positioned for a leadership position in air mobility with a significant total addressable market and growth expansion opportunities and strong management team that will benefit from the consummation of the Transactions and infusion of additional capital improving Blade’s ability to grow.

As a result, EIC believes that a business combination with Blade will provide EIC’s stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “The Merger — EIC’s Board of Directors’ Reasons for Approval of the Transactions.”

What will happen in the business combination?

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, EIC will acquire Blade through the merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity, which merger we refer to as the “Merger.”

As a result of the Merger, EIC will own 100% of the outstanding common stock of Blade and each share of Blade Common Stock and Blade Preferred Stock will be cancelled and automatically converted into the right to receive a portion of the Share Consideration (Share Consideration issued in respect of Blade Restricted Shares will be subject to the same restrictions as in effect immediately prior to the effective time of the Merger). In addition, each Blade Option that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be assumed by EIC and automatically converted into an EIC Option. For more information, see “The Merger” and “The Merger Agreement — Treatment of Blade Securities.”

We also use the term “business combination” in this proxy statement/prospectus/consent solicitation statement to refer to the combination of Blade and EIC into a single business.

Following the business combination, will EIC’s securities continue to trade on a stock exchange?

Yes. We intend to apply to continue the listing of the EIC Class A common stock and Public Warrants on Nasdaq. In connection with the business combination, EIC will change its name to Blade Air Mobility, Inc. and the EIC Class A common stock and Public Warrants will begin trading on the Nasdaq under the symbols “BLDE” and “BLDEW” respectively. As a result, our publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

How will the business combination impact the shares of EIC outstanding after the business combination?

As a result of the business combination and the consummation of the Transactions, including, without limitation, the PIPE Investment, the amount of EIC Class A common stock outstanding will increase by approximately 140% to approximately 82,500,000 shares of EIC Class A common stock (assuming that no shares of EIC Class A common stock are elected to be redeemed by EIC stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”). Additional shares of EIC Class A common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including issuance of shares of EIC Class A common stock upon exercise of the warrants and issuances under the Incentive Plan. The issuance and sale of such shares in the public market could adversely impact the market price of the EIC Class A common stock, even if our business is doing well. Pursuant to the Incentive Plan, a copy of which is attached hereto as Annex E, following the closing of the business combination and subject to

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the approval of the applicable award agreements by the post-combination Board, EIC may grant an aggregate amount of up to 8,250,000 additional shares of EIC Class A common stock (subject to annual increases).

Will the management of Blade change in the business combination?

We anticipate that all of the executive officers of Blade will remain with the post-combination company. In addition, Eric Affeldt (Chairman), Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip, Robert Wiesenthal and David Zaslav will each be nominated to serve as directors of EIC following completion of the business combination. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

What equity stake will current stockholders of Blade, the PIPE Investors, EIC’s Public Stockholders and the Sponsor hold in the post-combination company after the Closing?

Based on the Merger Consideration of 35,625,000 shares of EIC Class A common stock in the aggregate and 34,375,000 shares of EIC’s common stock outstanding as of the date hereof, upon completion of Transactions it is expected that: (i) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (ii) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (iii) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (iv) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (a) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan, and (b) assume that no EIC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

For more information, please see the sections entitled “Summary — Impact of the Business Combination on the Post-Combination Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 4 — The Incentive Plan Proposal.”

Will EIC obtain new financing in connection with the Transactions?

Yes. EIC has entered into subscription agreements with the PIPE Investors, pursuant to which EIC has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to purchase from EIC 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. As part of the PIPE Investment, Steele ExpCo, the managing member of the Sponsor, has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million. Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of EIC of the business combination proposal, the Nasdaq proposal, the charter proposal and the incentive plan proposal. In addition, Blade’s stockholders must adopt the Merger Agreement and thereby approve the Transactions, including the Merger. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger.”

Are there any arrangements to help ensure that EIC will have sufficient funds, together with the proceeds in its trust account and from the PIPE Investment, to consummate the Transactions?

While the Merger Consideration consists entirely of securities of EIC, the Merger Agreement provides

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that the consummation of the Transactions is conditioned upon, among other things, (a) after taking into account the PIPE Investment and after giving effect to exercise by the holders of the public shares of their right to redeem their shares of EIC Class A common stock into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (b) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets.

Assuming the PIPE Investment is funded in accordance with the terms of the PIPE Subscription Agreements, EIC will have sufficient cash and cash equivalents immediately prior to Closing and sufficient net tangible assets as of Closing to meet the above conditions even if all public shares eligible for redemption are properly tendered for redemption by the holders thereof in connection with the Transactions.

Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

When do you expect the business combination to be completed?

It is currently anticipated that the business combination will be consummated promptly following the EIC special meeting which is set for May 5, 2021, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described herein. For a description of the conditions to the completion of the business combination, please see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger.”

What happens if either EIC or Blade elects not to complete the business combination?

Pursuant to the terms of the Merger Agreement, either EIC or Blade may choose not to complete the business combination under certain circumstances. Such circumstances include the enactment of a final, non-appealable law or order that enjoins the Transactions and the failure to obtain requisite shareholder approvals, among others. There is no termination fee associated with such termination in accordance with the terms of the Merger Agreement.

For a description of the terms of termination under the Merger Agreement, please see the section entitled “The Merger Agreement — Termination.”

What do I need to do now?

EIC urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of EIC. EIC stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Questions and Answers About the Special Meeting and the Proposals to be Presented at the Special Meeting

When and where is the Special Meeting?

The special meeting will be held via live webcast on May 5, 2021 at 10:00 a.m. (New York City time). The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

What are the proposals on which I am being asked to vote at the special meeting?

The stockholders of EIC will be asked to consider and vote on the following proposals at the special meeting:

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a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including adopting the Merger Agreement and approving the Transactions described in this proxy statement/prospectus/consent solicitation statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately, in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

a proposal to approve and adopt the Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment, and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

EIC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus/consent solicitation statement contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

The vote of EIC’s stockholders is important. EIC stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement.

Why is EIC providing stockholders with the opportunity to vote on the business combination?

Under EIC’s current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, including those described under “Proposal No. 6 — The Nasdaq Proposal,” we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public

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stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

What constitutes a quorum at the special meeting?

A majority of the voting power of all issued and outstanding shares of EIC’s common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, 17,187,501 shares of our common stock would be required to be present at the special meeting to achieve a quorum.

The Sponsor and EIC’s officers and directors will count toward this quorum and have agreed to vote the Founder Shares and any public shares purchased during or after the EIC IPO in favor of the business combination proposal (and the other proposals included in this proxy statement/prospectus/consent solicitation statement).

What vote is required to approve the proposals presented at the special meeting?

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the Nasdaq proposal or the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of a majority of EIC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of EIC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees who receive the most affirmative votes will be elected. EIC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Our Sponsor has agreed to vote the Founder Shares in favor of the business combination proposal and the other proposals to be presented at the special meeting. The Sponsor owns 20% of our outstanding shares of common stock. Accordingly, if all of our outstanding shares of common stock were to be voted at the special meeting, we would need the affirmative vote of approximately 38% of the remaining shares of our outstanding common stock to approve the business combination proposal.

How many votes do I have at the special meeting?

EIC stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of March 17, 2021, the record date for the special meeting. As of 5:00 p.m. (New York City time) on the record date, there were 34,375,000 outstanding shares of our common stock.

What happens if I sell my shares of EIC Class A common stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of EIC Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek

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redemption of your shares of EIC Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of EIC Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Why is EIC proposing the governance proposal?

As required by applicable SEC guidance, EIC is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the second amended and restated certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, EIC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on EIC or the Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section entitled “Proposal No. 3 — The Governance Proposal.”

Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination with Blade. The officers and directors of EIC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds together with the experience and sector expertise of EIC’s financial and other advisors, as well as having consulted with a leading consulting firm regarding Blade’s market opportunities and competitive landscape, including the growth and strategic plan of Blade, enabled them to perform the necessary analyses and make determinations regarding the Transactions. In addition, EIC’s officers and directors and EIC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Board in valuing Blade’s business, and assuming the risk that the Board may not have properly valued such business.

Does the Sponsor and/or any of the EIC directors or officers have interests in the business combination proposal and the other proposals that may differ from or be in addition to the interests of EIC’s stockholders?

The Sponsor, EIC’s executive officers and directors may have interests in the business combination proposal and the other proposals that may be different from, or in addition to, the interests of EIC’s stockholders generally. These interests may cause the Sponsor and the directors and executive officers of EIC to view the business combination proposal and the other proposals differently than EIC’s stockholders generally may view them. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the business combination proposal and other proposals be approved by EIC’s stockholders. For more information on the interests of the Sponsor and/or EIC’s directors and executive officers in the Merger, see “The Merger — Interests of Certain Persons in the Business Combination.”

Do I have redemption rights?

If you are a holder of public shares, you have the right to demand that EIC redeem such shares for a pro rata portion of the cash held in EIC’s trust account regardless of whether you vote or vote “FOR” or “AGAINST” the business combination proposal. EIC sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with

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any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under EIC’s current certificate of incorporation, the business combination may be consummated only if EIC has at least $5,000,001 of Net Tangible Assets.

How do I exercise my redemption rights?

If you are a holder of public shares and wish to exercise your redemption rights, no later than 5:00 p.m. (New York City time) on May 3, 2021 (two (2) business days prior to the date of the special meeting), you must:

(i)

submit a written request to EIC’s transfer agent that EIC redeem your public shares for cash,

(ii)

certify in such demand for redemption that you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii)

deliver such public shares to EIC’s transfer agent (physically or electronically using the Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system).

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $276.9 million (or $10.07 per share) as of March 17, 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote “FOR” or “AGAINST” the business combination proposal.

Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to 5:00 p.m. (New York City time) on May 3, 2021. If you deliver your shares for redemption to EIC’s transfer agent and later decide not to elect redemption, you may request that EIC’s transfer agent return the shares (physically or electronically). You may make such request by contacting EIC’s transfer agent at the address listed at the end of this section and must do so no later than 5:00 p.m. (New York City time) on May 3, 2021.

Any corrected or changed proxy card must be received by EIC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

Do I have appraisal rights if I object to the proposed business combination?

No. Neither EIC stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of EIC Stockholders — Appraisal Rights.”

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What happens to the funds deposited in the trust account after consummation of the business combination?

The net proceeds of the EIC IPO, a total of $275,000,000, were placed in the trust account immediately following the EIC IPO. After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $9,625,000 as deferred underwriting commissions) and to fund future growth of the post-combination company. Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

EIC’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. In the event a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights, fewer funds in the trust account will be available to the post-combination company to fund future growth.

What happens if the business combination is not consummated?

If EIC does not complete the business combination with Blade for whatever reason, EIC would search for another target business with which to complete a business combination. If EIC does not complete a business combination with Blade or another target business by September 17, 2021 (the end of the completion window), EIC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, the Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to EIC’s outstanding warrants. Accordingly, the warrants will be worthless.

How does the Sponsor intend to vote on the proposals?

The Sponsor owns of record and is entitled to vote an aggregate of 6,875,000 shares (or 20.0%) of EIC’s common stock as of the record date. None of EIC’s directors and officers own any public shares as of the date hereof. The Sponsor and EIC’s officers and directors have agreed to vote any Founder Shares and any public shares held by them as of the record date in favor of the Transactions. The Sponsor and EIC’s officers and directors may have interests in the business combination that may conflict with your interests as a stockholder. Please see the sections entitled “Summary — Interests of Certain Persons in the Business Combination” and “The Merger — Interests of Certain Persons in the Business Combination.”

How do I vote?

The special meeting will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of EIC common stock on March 17, 2021, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

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If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

How will a broker non-vote impact the results of each proposal?

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders of record may send a later-dated, signed proxy card to EIC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to EIC’s transfer agent, which must be received prior to the vote at the special meeting.

What happens if I fail to take any action with respect to the special meeting?

If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. In addition, failure to vote either “FOR” or “AGAINST” the business combination proposal means you will not have any redemption rights in connection with the business combination to exchange your shares of common stock for a pro rata share of the funds held in EIC’s trust account. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your EIC shares.

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Who can help answer my questions?

If you have questions about the proposals to be voted on at the Special Meeting or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

To obtain timely delivery, EIC stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about EIC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to EIC’s transfer agent at the address below prior to 5:00 p.m. (New York City time) on May 3, 2021. See the section entitled “The Merger — Redemption Rights for EIC Stockholders.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: AST Shareholder Services
(800) 937 5449
Email: Info@astfinancial.com

Questions and Answers About the Blade Consent Solicitation

Who is entitled to give a written consent for Blade?

The Blade board of directors (the “Blade Board”) has set March 26, 2021 as the record date (the “Blade record date”) for determining Blade stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date will be entitled to give a consent using the form of written consent to be furnished to them.

What approval is required by the holders of Blade Stock to adopt the Merger Agreement?

The Merger cannot be completed unless Blade stockholders adopt the Merger Agreement and thereby approve the Transactions, including the Merger. The adoption of the Merger Agreement and the approval of the Merger requires the approval of (i) the holders of a majority of the issued and outstanding shares of Blade Common Stock and Blade Preferred Stock (on an as-converted-to-Blade Common Stock basis) as of the Blade record date, voting as a single class and (ii) the holders of a majority of the issued and outstanding shares of Blade Preferred Stock, as of the Blade record date, voting as a separate class (together, the “Blade Merger Approval”).

Did the Blade Board approve the business combination and the Merger Agreement?

Yes. After consideration, the Blade Board unanimously approved and declared that the Merger Agreement and the business combination are advisable, fair to and in the best interests of Blade and Blade’s stockholders and recommends that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. See the section entitled “Blade’s Solicitation of Written Consents — Recommendation of the Blade Board of Directors” of this consent solicitation.

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Did the Blade Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

The Blade Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger. The members of the Blade Board have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that its experience and backgrounds, together with the assistance of management and Blade’s financial advisor (Credit Suisse Securities (USA) LLC), enable the Blade Board to make the necessary analysis and determinations regarding the Merger. In addition, Blade’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Blade Board and management team (after consultation with advisors) in valuing the Merger in the context of that collective experience.

Do any of the Blade directors or officers have interests in the Merger that may differ from or be in addition to the interests of Blade’s stockholders?

Blade’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of Blade’s stockholders generally. These interests may cause the directors and executive officers of Blade to view the Merger differently than Blade’s stockholders generally may view them. The Blade Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement and the Merger be approved by Blade’s stockholders. For more information on the interests of Blade’s directors and executive officers in the Merger, see “The Merger — Interests of Certain Persons in the Business Combination.”

I am an employee of Blade who holds equity awards of Blade. How will my equity awards be treated in the Merger?

As described in more detail in “The Merger Agreement — Treatment of Blade Securities,” at the effective time of the Merger:

•

The Merger will automatically cause the vesting of all Blade Options that were granted before December 14, 2020; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders.

•

Each Blade Option that is outstanding immediately prior to the effective time of the Merger will be assumed by EIC and automatically converted into an EIC Option equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time of the Merger multiplied by (2) the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded down to the nearest whole number of shares of EIC Class A common stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of EIC Class A common stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded up to the nearest whole cent); and

•

Each Blade Restricted Share that is outstanding immediately prior to the effective time of the Merger will be assumed and automatically converted into the right to receive a number of shares of EIC Class A common stock calculated pursuant to the Merger Agreement. Such shares of EIC Class A common stock will be subject to the same restrictions as in effect immediately prior to the effective time of the Merger (such restrictions are set forth in the applicable award agreement and the plan documents).

How can I return my written consent?

If you hold shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date and you wish to submit your consent, you must fill out the written consent to be furnished to you, date and sign it, and promptly return it to Blade. Once you have completed,

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dated and signed your written consent, deliver it to Blade by faxing your written consent to Blade, Attention: General Counsel, at (212) 967-1009 by emailing a .pdf copy of your written consent to investors@flyblade.com or by mailing your written consent to Blade at 31 Hudson Yards 11th Floor, New York, NY 10001.

Blade does not intend to hold a stockholders’ meeting to consider the Merger and, unless Blade decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

What is the deadline for returning my written consent?

The Blade Board has set 5:00 p.m. (New York City time) on April 19, 2021 as the targeted final date for the receipt of written consents. Blade reserves the right to extend the final date for the receipt of written consents beyond April 19, 2021. Any such extension may be made without notice to Blade stockholders.

Under the Merger Agreement, Blade has agreed to use its reasonable best efforts to obtain the Blade Merger Approval by the date that is ten (10) business days after this proxy statement/prospectus/consent solicitation statement is declared effective by the SEC. Your prompt return of the written consent is important.

What happens if I do not return my written consent?

If you hold shares of Blade as of 5:00 p.m. (New York City time) on the Blade record date and you do not return your written consent, it will have the same effect as a vote “AGAINST” the Merger, the Merger Agreement and the Transactions.

However, on December 14, 2020, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock as of such date delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. Each such Blade stockholder obligated to deliver its written consent within ten (10) business days after this proxy statement/prospectus/consent solicitation statement is declared effective by the SEC. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For more information on the Support Agreements, see the section entitled “Blade’s Solicitation of Written Consents — Support Agreements.”

Therefore, a failure of any other Blade stockholder to deliver a written consent is not expected to have any effect on the approval of the Merger, the Merger Agreement and the Transactions.

Can I dissent and require appraisal of my shares of Blade Common Stock or Blade Preferred Stock?

Holders of Blade Stock who (i) do not consent to the adoption of the Merger Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Blade within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” herein and Section 262 of the DGCL attached as Annex I. However, pursuant to the Blade Amended and Restated Voting Agreement, Blade stockholders parties thereto have agreed to, among other things, refrain from exercising any dissenters’ or appraisal rights with respect to any such approved “Change of Control Transaction”

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under applicable law, including the DGCL, and to vote all shares that are owned or controlled by the Blade stockholders in favor of any such approved Change of Control Transaction.

The Merger has been approved by the Blade Board. If it is approved by the holders of a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders in compliance with the Blade Amended and Restated Voting Agreement, and assuming that the Blade stockholders will own less than a majority of the outstanding shares of stock of EIC after the closing of the Transactions, the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated Voting Agreement. Holders of at least a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

Can I change or revoke my written consent?

Yes. You may change or revoke your consent to the proposal at any time before 5:00 p.m. (New York City time) on April 19, 2021; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Support Agreements will constitute the Blade Merger Approval at the time of such delivery. If you wish to change or revoke your consent before April 19, 2021 you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Blade’s Solicitation of Written Consents — Executing Consents; Revocation of Consents.”

What are the material United States federal income tax consequences of the Merger to Blade stockholders?

Blade and EIC intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. If the Merger so qualifies, Blade stockholders generally should not recognize gain or loss for U.S. federal income tax purposes on the receipt of shares of EIC Class A common stock issued in connection with the Merger (other than in respect of cash received in lieu of fractional shares, if any). Each Blade stockholder who receives cash in lieu of a fractional share of EIC Class A common stock should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received in lieu of such fractional share and the stockholder’s tax basis allocable to such fractional share.

The obligations of Blade and EIC to complete the Merger are not conditioned on the receipt of opinions from Simpson Thacher & Bartlett LLP (counsel to EIC), Proskauer Rose LLP (counsel to Blade), or any other U.S. tax counsel to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes. If the Merger does not qualify as a reorganization, it will be treated as a taxable stock sale and each Blade stockholder will generally recognize capital gain or loss, for U.S. federal income tax purposes, on the receipt of EIC Class A common stock issued to such Blade stockholder and on any cash received in lieu of fractional shares in connection with the Merger.

For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, see “The Merger — Material U.S. Federal Income Tax Consequences of the Business Combination.”

The consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Should Blade stockholders send in their stock certificates now?

No. Blade stockholders SHOULD NOT send in any stock certificates now. If the Merger Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Blade stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Whom should I contact if I have any questions about the Blade consent solicitation?

If you have any questions about the Merger or how to return your written consent, or if you need additional copies of this consent solicitation statement or a replacement written consent, you should contact investors@flyblade.com.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus/consent solicitation statement. The Merger Agreement is the legal document that governs the transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus/consent solicitation statement in the section entitled “The Merger Agreement.”

The Parties

EIC

Experience Investment Corp., is a blank check company incorporated as a Delaware corporation on May 24, 2019 and formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. EIC is sponsored by the Sponsor, which is an indirect portfolio company of KSL Capital Partners V, L.P. and its parallel funds and is controlled by KSL Capital Partners V GP, LLC.

Following the consummation of the EIC IPO, $275,000,000 was deposited into a U.S. based trust account with American Stock Transfer & Trust Company, LLC acting as trustee. Except as described in the prospectus for the EIC IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and EIC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

The units, EIC Class A common stock and Public Warrants are listed on the Nasdaq under the symbols EXPCU, EXPC and EXPCW, respectively.

The mailing address of EIC’s principal executive office is 100 St. Paul St., Suite 800, Denver, CO, 80206. Its telephone number is (720) 284-6400. After the consummation of the business combination, its principal executive office will be that of Blade.

Merger Sub

Experience Merger Sub, Inc. is a wholly owned subsidiary of EIC formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on December 8, 2020. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 100 St. Paul St., Suite 800, Denver, CO, 80206. Its telephone number is (720) 284-6400. After the consummation of the business combination, Merger Sub will cease to exist as a separate legal entity.

Blade

Blade is an asset-light, technology-powered, air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the United States and abroad.

Blade neither owns nor operates aircraft, leveraging an asset-light business model that relies on third-party, contracted operators to provide aircraft. All of the costs of owning and operating the aircraft

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are borne by the third-party operators, including pilots, maintenance, hangar, insurance and fuel. The asset-light model provides Blade the flexibility to utilize aircraft best suited for a specific route. Blade believes that this asset-light model will better position the company to transition to Electric Vertical Aircraft (“EVA”), once they are available, given that Blade is not constrained by the ownership of current generation aircraft. To date, no EVA aircraft have been certified by the FAA and, to our knowledge, none has been denied certification.

Blade typically pre-negotiates fixed hourly rates and flight times with third-party aircraft operators, and only pays for flights actually flown, creating a predictable and flexible cost structure. However, if such third-party operators do not perform adequately, terminate their relationships with Blade, or are unable to match the company’s growth in demand, Blade’s costs may increase or it may be forced to reduce the number of flights it offers.

Blade was incorporated under the laws of Delaware on December 22, 2014. The mailing address of Blade’s principal executive office is 31 Hudson Yards 11th Floor, New York, NY 10001. Its telephone number is (212) 967-1009.

Emerging Growth Company

EIC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find EIC’s securities less attractive as a result, there may be a less active trading market for EIC’s securities and the prices of its securities may be more volatile.

EIC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following September 17, 2024, the fifth anniversary of the completion of the EIC IPO, (b) in which EIC has total annual gross revenue of at least $1.07 billion, or (c) in which EIC is deemed to be a large accelerated filer, which means the market value of EIC’s common stock that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which EIC has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

EIC will continue to be an “emerging growth company” immediately following consummation of the Transactions.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, and subject to the terms and conditions therein, Merger Sub will be merged with and into Blade, with Blade surviving the merger as a wholly owned subsidiary of EIC. In connection with the consummation of the Transactions, EIC will change its name to “Blade Air Mobility, Inc.”

Merger Consideration

Subject to the terms of the Merger Agreement, the total Merger Consideration will consist of an aggregate of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised). At the Reference Price of $10.00 per share of EIC Class A common stock, the total Merger Consideration would have a value of $356,250,000.

For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

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Related Agreements

Sponsor Letter Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into a Sponsor Letter Agreement with EIC, Blade and KSL Advisors, LLC that amended and restated the prior letter agreement in its entirety with respect to Sponsor, pursuant to which the Sponsor has agreed, among other things, (a) to appear at the EIC special meeting or otherwise cause its shares to be counted as present for the purpose of establishing quorum; (b) to vote in person or by proxy, or cause to be voted at such special meeting in person, or by proxy, in favor of the Merger and the adoption of the Merger Agreement and the Transactions; and (c) to vote in person, or by proxy, against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor under the Merger Agreement. Pursuant to the Sponsor Letter Agreement, prior to the valid termination of the Merger Agreement, the Sponsor is subject to certain non-solicitation restrictions restricting the Sponsor and its affiliates from, among other things, soliciting, discussing or entering into agreements for alternative business combinations.

The Sponsor also agreed, subject to the Investor Rights Agreement and subject to certain exceptions, not to transfer any Founder Shares (or any shares of EIC Class A common stock issuable upon conversion thereof) or any Private Placement Warrants (or any shares of EIC Class A common stock issuable upon exercise thereof) until the earlier of (a) 180 days after the completion of the Merger or (b) such future date following the completion of the Merger on which EIC completes a liquidation, merger, share exchange, reorganization or similar transaction that results in all of EIC’s stockholders having the right to exchange their shares of EIC Class A common stock for cash, securities or other property. For additional information, see “Certain Other Agreements Relating to the Transactions — Sponsor Letter Agreement.”

Blade Stockholder Support Agreements

In connection with the execution of the Merger Agreement, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements dated December 14, 2020, pursuant to which, among other things, such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement within ten (10) business days after the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For additional information, see “Certain Other Agreements Relating to the Transactions — Blade Stockholder Support Agreements.”

Investor Rights Agreement

In connection with the execution of the Merger Agreement, EIC entered into the Investor Rights Agreement with the Sponsor and certain stockholders of Blade, including Robert Wiesenthal and other executive officers of Blade. The Investor Rights Agreement will become effective upon the closing of the Transactions.

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Warrants and upon conversion of the Founder Shares), two directors, and (b) if the Sponsor (or its permitted transferees) continues to beneficially own at least 25% (but less than 50%) of the shares of EIC Class A common stock beneficially owned by the Sponsor at the closing of the Merger (in each case, including the shares of EIC Class A common stock issuable upon exercise of the Private Placement Warrants and upon conversion of the Founder Shares), one director. The Board also agrees to take all actions (to the extent such actions are not prohibited by applicable law and within the Board’s control) to cause the chief executive officer of EIC to be one of its directors.

Pursuant to the Investor Rights Agreement, certain parties will be entitled to certain registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement, certain parties will agree not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own at Closing for certain time periods specified therein. For additional information, see “Certain Other Agreements Relating to the Transactions — Investor Rights Agreement.”

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Merger Agreement, EIC entered into the PIPE Subscription Agreements with respect to the PIPE Investment. Pursuant to the PIPE Subscription Agreements, certain accredited investors, including an affiliate of the Sponsor, have committed to purchase 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and will be consummated concurrently with the closing of the Merger. As part of the PIPE Investment, Steele ExpCo, the managing member of the Sponsor, has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million.

For additional information, see “Certain Other Agreements Relating to the Transactions — PIPE Subscription Agreements,” “The Merger — Interests of Certain Persons in the Business Combination” and “The Merger — Sources and Uses for the Business Combination.”

Lockup Agreements.

Certain stockholders have agreed that they will not during the Lock-Up Period (as defined below), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock of the post-combination company, or any options or warrants to purchase any shares of common stock of the post-combination company, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of the post-combination company, or any interest in any of the foregoing. The Lock-Up Period begins on the closing date of the Merger and continues for a period of six months after the closing date, unless terminated earlier by mutual consent of the parties. For a more detailed description of the Lockup Agreements, see the section titled “Certain Other Agreements Relating to the Transaction — Lockup Agreements.”

Incentive Plan

On April 5, 2021, the Board adopted, subject to stockholder approval, the Incentive Plan for the purpose of providing a means through which to attract, motivate and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve 8,250,000 shares of EIC Class A common stock (the “Absolute Share Limit”) for issuance pursuant to grants made under the Incentive Plan, except that the Absolute Share Limit will be increased (A) on the first day of each fiscal year after the fiscal year in which the closing of the Merger occurs in an amount equal to the least of (x) 4,125,000 shares of EIC Class A common

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stock, (y) 5.0% of the total number of shares of EIC Class A common stock outstanding on the last day of the immediately preceding fiscal year and (z) a lower number of shares of EIC Class A common stock as determined by the Board and (B) for any shares of EIC Class A common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan that, on or after the closing date of the Merger, expire or are canceled, forfeited, terminated, or otherwise are not issued (e.g., due to settlement in cash). Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Material Terms of the Incentive Plan.”

Impact of the Business Combination on the Post-Combination Company’s Public Float

It is anticipated that, upon completion of the Transactions: (a) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (b) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (c) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (d) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (a) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan and (b) assume that no EIC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in EIC’s trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 4 — The Incentive Plan Proposal.”

	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%

(1)

(2)

Assumes all 27,500,000 shares of EIC Class A common stock will be redeemed.

(3)

Matters Being Voted On

The stockholders of EIC will be asked to consider and vote on the following proposals at the special meeting:

a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

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a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment, and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

Date, Time and Place of Special Meeting of EIC’s Stockholders

The special meeting of stockholders of EIC will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication,

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies if EIC is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of EIC common stock at 5:00 p.m. (New York City time) on March 17, 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of EIC common stock owned at 5:00 p.m. (New York City time) on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. EIC warrants do not have voting rights. On the record date, there were 34,375,000 shares of EIC common stock outstanding, of which 27,500,000 were public shares with the rest being held by the Sponsor.

Quorum and Vote of EIC Stockholders

A quorum of EIC stockholders is necessary to hold a valid meeting. A quorum will be present at the EIC special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of

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determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

The proposals presented at the special meeting will require the following votes:

•

the approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals;

•

the approval of the charter proposal requires the affirmative vote of holders of a majority of EIC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal; and

•

directors are elected by a plurality of all of the votes cast by holders of shares of EIC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees who receive the most affirmative votes will be elected. EIC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Abstentions will have the same effect as a vote “AGAINST” the charter proposal, but will have no effect on the other proposals. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote “FOR” or “AGAINST” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals are not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

Redemption Rights

(i)

submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii)

certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii)

deliver such public shares to EIC’s transfer agent (physically or electronically).

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portion of the funds held in the trust account, calculated as of two business days prior to the consummation of the business combination. As of March 17, 2021, the record date for the special meeting, this would amount to approximately $10.07 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of EIC common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of EIC Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if EIC has Net Tangible Assets of less than $5,000,001.

Holders of warrants will not have redemption rights with respect to such securities.

Appraisal Rights

EIC stockholders, unitholders and warrantholders do not have appraisal rights in connection with the Transactions under the DGCL.

Blade stockholders who wish to exercise appraisal rights, or preserve the ability to do so, must not deliver a signed written consent adopting the Merger Agreement. For additional information, see “Appraisal Rights.” However, pursuant to the Blade Amended and Restated Voting Agreement, Blade stockholders parties thereto have agreed to, among other things, refrain from exercising any dissenters’ or appraisal rights with respect to any such approved “Change of Control Transaction” under applicable law, including the DGCL, and to vote all shares that are owned or controlled by the Blade stockholders in favor of any such approved Change of Control Transaction.

The Merger has been approved by the Blade Board. If it is approved by the holders of a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders in compliance with the Blade Amended and Restated Voting Agreement, and assuming that the Blade stockholders will own less than a majority of the outstanding shares of stock of EIC after the closing of the Transactions, the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated VotingAgreement. Holders of at least a majority of outstanding shares of Blade Preferred Stock and a majority-in interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. EIC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of EIC Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the officers and directors of EIC or Blade have interests in such proposals that are different from, or in addition to, those of stockholders generally. In particular:

•

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remaining stockholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $83.9 million based upon the closing price of $12.20 per share on the Nasdaq on March 17, 2021, the record date for the special meeting.

•

The Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants from EIC for an aggregate purchase price of $7,500,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the EIC IPO. A portion of the proceeds EIC received from these purchases was placed in the trust account. Such warrants had an aggregate market value of approximately $15.7 million based upon the closing price of $3.13 per warrant on the Nasdaq on March 17, 2021, the record date for the special meeting. The Private Placement Warrants will become worthless if EIC does not consummate a business combination by September 17, 2021 (the end of the completion window).

•

Eric Affeldt and Edward Philip will become directors of the post-combination company after the closing of the Transactions. As such, in the future each may receive cash fees, stock options or stock awards that the post-combination board of directors determines to pay to its executive and non-executive directors.

•

Eric Affeldt holds economic interests in the Sponsor equivalent to 605,250 shares of EIC Class A common stock and 350,000 Private Placement Warrants. In addition, Rafael Pastor, Edward Philip and Brian Witherow hold economic interests in the Sponsor equivalent to 50,000 shares of EIC Class A common stock that are subject to forfeiture in the event their status as a director of EIC terminates for any reason prior to the date of consummation of the initial business combination. Charlie Martin, Michael Mohapp and Martin Newburger are employed by an affiliate of KSL Capital Partners but did not receive any compensation for their services as an officer or director, as applicable, of EIC.

•

If EIC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EIC for services rendered or contracted for or products sold to EIC. If EIC consummates a business combination, on the other hand, EIC will be liable for all such claims.

•

EIC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on EIC’s behalf, such as identifying and investigating possible business targets and business combinations. There is no limit on the amount of expenses that may be reimbursed, however, to date, the aggregate amount of expenses reimbursed has been less than $0.1 million. If EIC fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, EIC may not be able to reimburse these expenses if the Transactions or another business combination are not completed within the completion window.

•

The continued indemnification of EIC’s current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

EIC has entered into a PIPE Subscription Agreement with Steele ExpCo pursuant to which Steele ExpCo has committed to purchase 2,005,000 shares of EIC Class A common stock in the PIPE Investment for an aggregate commitment of $20,050,000. Steele ExpCo is the managing member of the Sponsor. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million.

•

If the Sponsor makes working capital loans to us, up to $1,500,000 of such loans may be converted into Working Capital Warrants. The terms of any such Working Capital Warrants are identical to the terms of EIC’s existing Private Placement Warrants held by the Sponsor. No such working capital loans by the Sponsor are expected to be outstanding as of the Closing.

•

In January 2021, Blade entered into an agreement with Ross Aviation, which is an affiliate of KSL Capital Partners, to launch air commuter service between the Westchester/Connecticut area and New

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York City and both Blade and Ross Aviation also agreed to work together to mutually develop plans for vertical landing infrastructure (“vertiports”) in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

Certain of Blade’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Blade stockholders. The members of the Blade Board were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Blade stockholders approve the proposals required to effect the Merger. See “The Merger — Interests of Certain Persons in the Business Combination.”

Board of Directors following the Business Combination

Eric Affeldt (Chairman), Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip, Robert Wiesenthal and David Zaslav will each be nominated to serve as directors of the post-combination company upon completion of the Transactions.

Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Recommendation of the EIC Board of Directors

The Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of EIC’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

Recommendation of the Blade Board of Directors

After consideration, the Blade Board adopted resolutions determining that the Merger Agreement, the Merger and the other Transactions were advisable, fair to and in the best interests of Blade and its stockholders, adopting and approving the Merger Agreement and the Transactions, including the Merger, and directing that the Merger Agreement be submitted to the holders of Blade Stock for consideration. The Blade Board recommends that Blade stockholders adopt the Merger Agreement by submitting a written consent and thereby approve the Merger and the Transactions by executing and delivering the written consent furnished with this consent solicitation.

For a description of various factors considered by the Blade Board in reaching its decision to adopt the Merger Agreement and approve the Merger and the Transactions, see the section titled “The Merger — Blade’s Board of Directors’ Reasons for Approval of the Transactions.”

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the approval of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal, as described in this proxy statement/prospectus/consent solicitation statement.

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In addition, consummation of the Transactions is subject to customary conditions of the respective parties, including, among others:

•

the following conditions to both parties’ obligation to consummate the Transactions: (i) the Merger shall have been approved by the requisite vote of the stockholders of EIC and the stockholders of Blade; (ii) the applicable waiting period(s) pursuant to the HSR Act shall have expired or been terminated (which condition has been waived for so long as Blade does not satisfy the “size of person” test under the HSR Act); (iii) EIC shall have at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the exercise by the holders of EIC's public shares of their right to redeem their shares into their pro rata share of the trust account in accordance with EIC's certificate of incorporation, the PIPE Investment and the other transactions contemplated to occur upon the Closing, including the payment of transaction expenses); (iv) this proxy statement/prospectus/consent solicitation statement is approved by the SEC and declared effective and no stop-order suspending its effectiveness shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC; (v) the Class A common stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or NYSE (or with the written consent of Blade, another nationally recognized stock exchange), subject, if applicable, to official notice of issuance thereof; (vi) taking into account the PIPE Investment and after giving effect to exercise by the holders of EIC’s public shares of their right to redeem their shares into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC shall have, on a consolidated basis, at least $100,000,000 in cash and cash equivalents; (vii) EIC's certificate of incorporation shall be amended and restated in the form attached hereto as Annex F; and (viii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any order that is in effect and has effect of making the Transactions illegal, or otherwise restraining or prohibiting consummation of such Transactions or causing any of the transactions contemplated by the Merger Agreement to be rescinded following completion thereof; and

•

the following conditions to either party’s obligation to consummate the Transactions: (i) there has been no Material Adverse Effect (in the case of EIC) or Acquiror Material Adverse Effect (in the case of Blade) (each, as defined in the Merger Agreement) that is continuing with respect to the other party since the date of the Merger Agreement; (ii) accuracy of the other party’s representations and warranties at the Closing, subject to the materiality standards set forth in the Merger Agreement, (iii) performance or compliance in all material respects by the other party of its covenants to be performed or complied with as of or prior to the Closing; and (iv) delivery by the other party of customary closing certificates and the continued effectiveness of certain additional agreements.

For more information, see “The Merger Agreement — Conditions to the Closing of the Merger” and “Certain Other Agreements Relating to the Transactions.”

Tax Consequences of the Business Combination

For a description of certain U.S. federal income tax consequences of the Transactions and the exercise of redemption rights, please see the information set forth in “The Merger — Material U.S. Federal Income Tax Consequences of the Business Combination.”

Anticipated Accounting Treatment

The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, EIC will be treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Blade having the ability to appoint a majority of the initial Board of the combined entity, Blade’s senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Blade comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Blade issuing shares for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Blade.

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Based on Blade’s balance sheet as of September 30, 2020, Blade would not satisfy the “size of person” test to make a filing under the HSR Act. EIC, Merger Sub and Blade have waived the requirements to make filings under the HSR Act under the Merger Agreement and the expiration or termination of the waiting period under the HSR Act as a condition to their obligations under the Merger Agreement for so long as Blade does not satisfy the “size of person” test under the HSR Act.

At any time before or after consummation of the Transactions, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither EIC nor Blade is aware of any material regulatory approvals or actions that are required for completion of the Transactions. It is presently contemplated that if any such regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Litigation Matters

On February 5 and 9, 2021, a putative class action complaint and an individual complaint captioned, respectively, Castillo v. Experience Investment Corp., et al. (No. 020521-110) and Digennaro v. Experience Investment Corp., et al. (No. 020921-104) were filed in New York state court. On March 25, 2021, an amended complaint was filed in the Castillo action. The operative complaints in both actions name Experience Investment Corp.; its Chief Executive Officer, Mr. Eric Affeldt; and its directors Mr. Martin J. Newburger, Mr. Brian C. Witherow, Mr. Rafael Pastor, and Mr. Edward Philip. Additionally, the Digennaro complaint names Experience Merger Sub, Inc. and BLADE Urban Air Mobility, Inc. The complaints assert claims for breach of fiduciary duty against Experience’s officer and directors and aiding and abetting breach of fiduciary duty against the entities in connection with alleged material misstatements and omissions made in the Company’s Form S-4, filed January 29, 2021. The complaints seek, inter alia, injunctive relief enjoining or rescinding the Transaction, injunctive relief directing the filing of an amended registration statement, and damages.

Risk Factors

In addition to the other information contained in this proxy statement/prospectus/consent solicitation statement, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus/consent solicitation statement captioned “Risk Factors” following this Summary. These risks include, but are not limited to, the following:

Risks Related to Blade’s Business and Growth Strategy

•

Blade has incurred significant losses since inception, and it expects to incur losses in the future and may not be able to achieve or maintain profitability;

•

The duration and severity of the COVID-19 pandemic, and similar public health threats that Blade may face in the future, could result in additional adverse effects on its business operations and financial results;

•

The markets for Blade’s offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than Blade expects or fail to grow as large as it expects, Blade’s business, financial condition and results of operations could be adversely affected;

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•

The success of Blade’s business will be highly dependent on its ability to effectively market and sell air transportation as a substitute for conventional methods of transportation;

•

Blade’s operations are concentrated in a small number of metropolitan areas and airports which makes the business particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting these metropolitan areas;

•

Electric Vertical Aircraft (“EVA’’), or as known within the aerospace community, Electrical Vertical Take-Off and Landing aircraft (“eVTOL’’), may not be successfully developed and certified for public use. EVA may not be adopted by the market or Blade’s third-party aircraft operators, EVA may not be certified by transportation authorities or EVA may not deliver the expected reduction in operating costs, which could adversely affect Blade’s prospects, business, financial condition and results of operations;

•

If Blade is not able to successfully enter into new markets and offer new routes and services and enhance its existing offerings, Blade’s business, financial condition and results of operations could be adversely affected;

•

Blade expects to face intense competition in the urban air mobility industry;

•

If Blade experiences harm to its reputation and brand, Blade’s business, financial condition and results of operations could be adversely affected;

•

Blade is especially vulnerable to delays, cancellations or flight rescheduling, as it relies on maintaining a high daily aircraft usage rate, and needs to aggregate fliers on its by-the-seat flights to lower direct costs to third-party operators;

•

System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm Blade's reputation and brand and adversely impact our business, financial condition and results of operations;

•

Blade relies on its information technology systems to manage numerous aspects of its business and a cyberattack of Blade’s information technology systems could disrupt Blade’s ability to deliver services and lead to increased costs, decreased sales and harm to Blade's reputation;

Risks Related to Blade’s Dependence on Third-Party Providers

•

Blade relies on its third-party operators to provide and operate aircraft to move its fliers. If such third-party operators do not perform adequately or terminate their relationships with Blade, Blade’s costs may increase and the Blade’s business, financial condition and results of operations could be adversely affected;

•

If Blade’s third-party aircraft operators are unable to match the company’s growth in demand or Blade is unable to add additional third-party aircraft operators to its platform to meet demand, Blade’s costs may increase and Blade’s business, financial condition and results of operations could be adversely affected;

•

If Blade encounters problems with any of its third-party aircraft operators or third-party service providers, such as workforce disruptions, Blade’s operations could be adversely affected by a resulting decline in revenue or negative public perceptions about its services;

•

Operation of aircraft involves a degree of inherent risk. Blade could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters or charter flights and in particular from any accident involving its third-party aircraft operators;

Legal and Regulatory Risks Related to Blade’s Business

•

Blade’s business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in its costs, disruptions to Blade’s operations, limits on its operating flexibility, reductions in the demand for air travel, and competitive disadvantages;

•

Blade may be blocked from or limited in providing or offering its services in certain jurisdictions, and may be required to modify its business model in those jurisdictions as a result;

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•

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations in these areas, could adversely affect Blade’s business and its financial condition;

•

Blade has identified material weaknesses in its internal control over financial reporting. If Blade’s remediation of these material weaknesses is not effective or Blade otherwise fails to maintain an effective system of internal controls, Blade may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the value of the EIC Class A common stock and Blade’s ability to comply with applicable regulations, including the Sarbanes-Oxley Act and the continued listing standards of the Nasdaq;

Risks Related to the Business Combination and Ownership of EIC’s common stock and warrants

•

The Sponsor and EIC’s officers and directors have agreed to vote in favor of the business combination, regardless of how EIC’s public stockholders vote, and may have interests in the business combination that are different from or are in addition to other stockholders in recommending that public stockholders vote “FOR” the business combination proposal and the other proposals described herein;

•

Following the consummation of the Transactions, the Nasdaq may not continue to list EIC’s securities and/or an active market for EIC’s securities may not continue or develop, which could limit investors’ ability to make transactions in our securities and may adversely impact the value of EIC’s securities;

•

The Board did not obtain a third party valuation or fairness opinion in determining whether or not to proceed with the business combination;

•

Activities taken by existing EIC stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described herein could have a depressive effect on EIC’s securities; For example, as a result of actions taken to incentivize an investor or holder to vote their shares in favor of the business combination proposal, such investor or holder may have the ability to effectively purchase shares of EIC Class A common stock at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting, which sales could depress the trading price of the EIC Class A common stock.

•

EIC’s public stockholders will experience dilution and have reduced influence on EIC as a consequence of, among other transactions, the issuance of EIC Class A common stock as consideration in the business combination and the PIPE Investment;

•

A significant portion of the outstanding EIC Class A common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future which could cause the market price of EIC Class A common stock to drop significantly, even if our business is doing well;

•

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of EIC’s securities may decline;

Risks Related to the Redemption

•

A failure to timely tender your shares of EIC Class A common stock and/or vote “FOR” or “AGAINST” the business combination proposal will make your shares of EIC Class A common stock ineligible for redemption;

•

Redeeming your public shares for a pro rata portion of the funds held in the trust account may not put you in a better future economic position; and

Risks If the Adjournment Proposal Is Not Approved

•

If the adjournment proposal is not approved, the Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes in favor of the business combination, and, therefore, the business combination may not occur.

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus/consent solicitation statement and especially consider the factors discussed in the section entitled “Risk Factors.”

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EIC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

EIC is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Transactions.

EIC’s balance sheet data as of December 31, 2020 and 2019 and statement of operations data for the year ended December 31, 2020 and the period from May 24, 2019 (inception) through December 31, 2019 are derived from EIC’s audited financial statements, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

This information is only a summary and should be read in conjunction with EIC’s financial statements and related notes and “Information About EIC” and “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus/consent solicitation statement are not indicative of the future performance of EIC.

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

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BLADE’S SUMMARY HISTORICAL FINANCIAL INFORMATION

The following tables present summary historical consolidated financial information of Blade for the periods presented. The consolidated statement of operations data for the three months ended December 31, 2019 and 2020 and the years ended September 30, 2019 and 2020 and the balance sheet data as of December 31, 2020, September 30, 2019 and 2020 have been derived from Blade’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

You should read the summary financial data presented below in conjunction with “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Blade’s consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement. Historical operating results are not necessarily indicative of future operating results.

	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:	As of December 31 2020			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

(1)

Excluded from the calculation of weighted average dilutive common shares were stock options to purchase 13,391,751 and 11,754,833 shares of common stock as of December 31, 2020 and 2019, respectively, and 22,116,811 and 22,116,811 shares of Convertible Preferred Stock as of December 31, 2020 and 2019, respectively, because their inclusion would have been anti-dilutive. Excluded from the calculation of weighted average dilutive common shares were stock options to purchase 10,040,803 and 7,793,765 shares of common stock as of September 30, 2020 and 2019, respectively, and 22,116,811

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the business combination and the Transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Operations prior to the Transactions will be those of Blade. The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, EIC will be treated as the acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Blade issuing shares of common stock for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be recognized at fair value (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2020 combines the historical audited balance sheet of EIC as of December 31, 2020 with the historical unaudited condensed consolidated balance sheet of Blade as of December 31, 2020, giving effect to the Transactions as if they had been consummated on that date, including the following: (a) the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares will be purchased by Steele ExpCo, (b) the estimated transaction costs of approximately $32.0 million to be incurred with the Transactions are capitalized, (c) no Working Capital Warrants were issued, (d) all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one-for-one basis, (e) the repayment of Blade’s unsecured loan (“PPP Loan”) in the principal amount of $1.2 million pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), (f) 26,074,271 shares of EIC Class A common stock were issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (g) 9,550,690 shares of EIC Class A common stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued pursuant to the assumption and conversion of Blade Options to purchase an aggregate of 13,391,751 shares of Blade Common Stock at a weighted average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled.

The summary unaudited pro forma condensed combined statement of operations data for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 was derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020. The summary unaudited pro forma condensed combined statement of operations data for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 was derived by adding the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement of operations of EIC for the period from May 24, 2019 (inception) through September 30, 2019. The summary unaudited pro forma condensed combined statements of operations data of the Combined Entity for the three months ended December 31, 2020 and twelve months ended September 30, 2020 give effect to the Transactions as if they had consummated on October 1, 2019.

The summary unaudited pro forma condensed combined data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The summary unaudited pro forma data is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes of EIC and Blade for the applicable

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periods included elsewhere in this proxy statement/prospectus/consent solicitation statement. The summary unaudited pro forma data is for illustrative purposes only and is based on information currently available and management’s assumptions and estimates. The unaudited pro forma condensed combined financial information does not necessarily reflect what the Combined Entity’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The summary unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company.

The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The summary unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios after giving effect to the Transactions, as follows:

•

Assuming No Redemptions: this scenario assumes that no EIC public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account; and

•

Assuming Maximum Redemptions: this scenario assumes that EIC public stockholders holding 27.5 million of EIC’s public shares (i.e., all of EIC’s public shares) exercise their redemption rights and that such shares are redeemed for their pro rata share (assuming $10.00 per share) of the funds in EIC’s trust account for aggregate redemption proceeds of $275.0 million. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, (1) immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (2) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets. This scenario gives effect to the maximum number of redemptions that meet these conditions.

	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

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SUMMARY COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for EIC and Blade, respectively, and unaudited pro forma condensed combined per share information of EIC after giving effect to the Transactions, assuming two redemption scenarios as follows:

•

The pro forma book value information reflects the following Transactions as if they had occurred on December 31, 2020: (a) the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares will be purchased by Steele ExpCo, (b) the estimated transaction costs of approximately $32.0 million to be incurred with the Transactions are capitalized, (c) no Working Capital Warrants were issued, (d) all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one-for-one basis, (e) the repayment of Blade’s PPP Loan in the principal amount of $1.2 million, (f) 26,074,271 shares of EIC Class A common stock were issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (g) 9,550,690 shares of EIC Class A common stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued pursuant to the adoption and conversion of Blade Options to purchase an aggregate of 13,391,751 shares of Blade Common Stock at a weighted average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement, and the audited and unaudited financial statements of EIC and Blade and related notes that are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited EIC and Blade pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined loss per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of EIC and Blade would have been had the companies been combined during the period presented.

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	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
	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			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
	As of and for the Year Ended September 30, 2020			As of and for the Nine Months 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)

(1)

Neither EIC nor Blade declared or paid any cash dividends during the periods presented.

(2)

Book value per share is equal to total stockholders’ equity divided by total outstanding shares classified in permanent equity.

The earnings per share amounts exclude the anti-dilutive impact from shares of EIC Class A common stock underlying the warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that express EIC’s and Blade’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus/consent solicitation statement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Blade operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting EIC and Blade. Factors that may impact such forward-looking statements include:

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loss of Blade’s customers;

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decreases in Blade’s existing market share;

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effects of competition;

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effects of pricing pressure;

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the inability of Blade’s customers to pay for Blade’s services;

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the loss of Blade’s existing relationships with operators;

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the loss of key members of Blade’s management team;

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changes in Blade’s regulatory environment, including aviation law and FAA regulations;

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the inability to implement information systems or expand Blade’s workforce;

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changes in Blade’s industry;

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heightened enforcement activity by government agencies;

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interruptions or security breaches of Blade’s information technology systems;

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the expansion of privacy and security laws;

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Blade’s ability to expand Blade’s infrastructure network;

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Blade’s ability to identify, complete and successfully integrate future acquisitions;

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Blade’s ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

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the inability to complete the Transactions due to the failure to obtain approval of the stockholders of EIC, the approval of stockholders of Blade or other conditions to closing in the Merger Agreement;

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the ability to meet applicable listing standards following the consummation of the Transactions;

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the risk that the proposed Transactions disrupt current plans and operations of Blade as a result of the announcement and consummation of the Transactions;

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the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

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costs related to the proposed business combination;

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the possibility that EIC or Blade may be adversely affected by other political, economic, business and/or competitive factors;

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the impact of COVID-19 and its related effects on EIC’s or Blade’s projected results of operations, financial performance or other financial metrics;

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

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pending or potential litigation associated with the proposed business combination;

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other factors disclosed in this proxy statement/prospectus/consent solicitation statement; and

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other factors beyond EIC’s or Blade’s control.

The forward-looking statements contained in this proxy statement/prospectus/consent solicitation statement are based on EIC’s and Blade’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Blade. There can be no assurance that future developments affecting EIC and/or Blade will be those that EIC or Blade has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either EIC’s or Blade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. EIC and Blade will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before an EIC stockholder grants its proxy or instructs how its vote should be cast at the special meeting, or a Blade stockholder returns its written consent, as applicable, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus/consent solicitation statement may adversely affect EIC and Blade.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus/consent solicitation statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus/consent solicitation statement. The following risk factors apply to the business and operations of Blade and will also apply to the business and operations of the post-combination company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus/consent solicitation statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” EIC or Blade may face additional risks and uncertainties that are not presently known to us or Blade, or that we or Blade currently deem immaterial, which may also impair our or Blade’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements of both EIC and Blade included herein.

Risks Related to Blade’s Business and Growth Strategy

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Blade prior to the consummation of the business combination, which will be the business of EIC and its subsidiaries following the consummation of the business combination.

We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.

We have incurred significant losses since inception. While we currently generate revenue from the sale of air transportation, it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Further, our future growth is heavily dependent upon the availability of EVA. There can be no assurance that regulatory approval and availability of EVA, or consumer acceptance of EVA, will occur in a timely manner, if at all. In addition, there may be additional costs associated with the initial build out of EVA infrastructure needed to service our routes and we cannot be sure that EVA will result in expected cost savings or efficiencies, which could in turn affect our profitability.

The duration and severity of the COVID-19 pandemic, and similar public health threats that we may face in the future, could result in additional adverse effects on our business operations and our financial results.

The COVID-19 outbreak, along with the measures governments and private organizations worldwide have implemented in an attempt to contain the spread of this pandemic, have resulted in a severe decline in demand for air travel and have adversely affected our business, operations and financial condition to an unprecedented extent. Measures such as travel restrictions, “shelter in place” and quarantine orders, limitations on public gatherings, cancellation of public events and many other restrictions have resulted in a precipitous decline in demand for business and leisure travel generally, including demand for our air mobility services. For example, historically our business has been comprised of business travel and commuter traffic, which largely has been replaced by “virtual meeting” and teleconferencing products or become unnecessary as a result of the significant number of people now working from home.

As a result of COVID-19, we paused our New York airport transfer service beginning in March 2020 and significantly reduced the number of our Northeast commuter flights. As a result of the substantial decline in demand for our services, we also reduced our employee headcount. In addition, we did not renew agreements with certain of our operators for charter services, and there is no guarantee that we will be able to enter into new agreements with such operators and corporate customers when flight operations resume. The duration and severity of the COVID-19 pandemic remain uncertain, and there can be no assurance that these actions will sustain our business and operations through this pandemic.

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On April 8, 2020, we received a loan in the principal amount of approximately $1,200,000 through the Paycheck Protection Program under the CARES Act. We used the proceeds of the PPP Loan to help sustain our employee payroll costs and rent due to the impact of the COVID-19 pandemic. There can be no assurance that similar government-backed loans or other assistance would be available to us in the future if our other sources of liquidity, including operating revenue, are not sufficient to meet our cash requirements.

The full extent of the ongoing impact of COVID-19 on our longer-term operational and financial performance will depend on future developments, many of which are outside our control, including the duration and spread of COVID-19, the availability and acceptance of vaccines, travel advisories, curfews or “shelter in place” health orders, the impact of COVID-19 on overall long-term demand for air travel, increasing acceptance of employees working from home, government mandates restricting air service, sickness or quarantine of our employees or third-party aircraft operators resulting from exposure to COVID-19, and the impact of COVID-19 on the financial health and operations of our business partners, all of which are highly uncertain and cannot be predicted. At this time, we are not able to predict whether the COVID-19 pandemic will result in permanent changes to our customers’ behavior or their demand for our urban air mobility services.

The markets for our offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than we expect or fail to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.

Blade’s urban air mobility service has grown rapidly since we launched our business in 2014, though it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. Further, we currently operate in a limited number of metropolitan areas. The success of these markets to date and the opportunity for future growth in these markets may not be representative of the potential market for urban air mobility in other metropolitan areas. Our success will depend to a substantial extent on regulatory approval and availability of EVA technology, as well as the willingness of commuters and travelers to widely-adopt urban air mobility as an alternative for ground transportation. If the public does not perceive urban air mobility as beneficial, or chooses not to adopt urban air mobility as a result of concerns regarding safety, affordability or for other reasons, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition and results of operations.

The New York airport transfer market has not been served on a by-the-seat air transportation basis since U.S. Helicopter offered helicopter service in the 2000s. Furthermore, some of the other markets where we plan to expand have never been served by by-the-seat helicopter services. As a result, the number of potential fliers using our urban air mobility services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets.

Growth of our business will require significant investments in our infrastructure, technology and marketing and sales efforts. Historically, cash flow from operations has not been sufficient to support these needs. If our business does not generate the level of available cash flow required to support these investments, our results of operations will be negatively affected. Further, our ability to effectively manage growth and expansion of our operations will also require us to enhance our operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.

The success of our business will be highly dependent on our ability to effectively market and sell air transportation as a substitute for conventional methods of transportation.

We generate substantially all of our revenue from the sale of air transportation. Our success depends in part on our ability to cost-effectively attract new fliers, retain existing fliers and increase utilization of our platform by existing fliers. Historically, we have made, and expect that we will need to continue to make, significant investments and implement strategic initiatives in order to attract new fliers, such as flier acquisition campaigns and the launching of new scheduled routes. For example, for the years ended September 30, 2020 and September 30, 2019, flier acquisition campaigns represented approximately 10% and 18% of our revenues, respectively. These investments and initiatives may not be effective in generating sales growth or

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profits. In addition, marketing campaigns can be expensive and may not result in the acquisition of additional fliers in a cost-effective manner, if at all. As our brand becomes more widely known, future marketing campaigns or brand content may not attract new fliers at the same rate as past campaigns or brand content. If we are unable to attract new fliers, our business, financial condition and results of operations will be adversely affected.

Our fliers have a wide variety of options for transportation, including business aviation, commercial airlines, private aircraft operators, personal vehicles, rental cars, taxis, public transit and ridesharing offerings. To expand our flier base, we must appeal to new fliers who have historically used other forms of transportation. If fliers do not perceive our urban air mobility services to be reliable, safe and cost-effective, or if we fail to offer new and relevant services and features on our platform, we may not be able to attract or retain fliers or increase their utilization of our platform. If we fail to continue to grow our flier base, retain existing fliers or increase the overall utilization of our platform, our business, financial condition and results of operations could be adversely affected.

The EVA industry may not continue to develop, EVA may not be adopted by the market or our third-party aircraft operators, EVA may not be certified by transportation authorities or EVA may not deliver the expected reduction in operating costs, any of which could adversely affect our prospects, business, financial condition and results of operations.

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

Additional challenges to the adoption of EVA, all of which are outside of our control, include:

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market acceptance of EVA;

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state, federal or municipal licensing requirements and other regulatory measures;

•

necessary changes to infrastructure to enable adoption, including installation of necessary charging equipment; and

•

public perception regarding the safety of EVA.

There are a number of existing laws, regulations and standards that may apply to EVA, including standards that were not originally intended to apply to electric aircraft. Regulatory changes that address EVA more specifically could delay the ability of OEMs to receive type certification by transportation authorities and thus delay our third-party aircraft operators’ ability to utilize EVA for our flights. In addition, there can be no assurance that the market will accept EVA, that we will be able to execute on our business strategy, or that our offerings utilizing EVA will be successful in the market. There may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding EVA, including the overall safety and the potential for injuries or death occurring as a result of accidents involving EVA, regardless of whether any such safety incidents occur involving Blade. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.

If we are not able to successfully enter into new markets and offer new routes and services and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

Our growth will depend in part on our ability to successfully enter into new markets, create and introduce new routes, and expand our existing routes by adding more frequent flights. Significant changes to our

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

Developing and launching new routes or enhancements to our existing routes involves significant risks and uncertainties, including risks related to the reception of such routes by existing and potential future third-party aircraft operators and fliers, increases in operational complexity, unanticipated delays or challenges in implementing such routes or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast flier demand and the number of third-party aircraft operators using our platform) and negative publicity in the event such new or enhanced routes are perceived to be unsuccessful. We have scaled our business rapidly, and significant new initiatives have in the past resulted in such operational challenges affecting our business. In addition, developing and launching new routes and enhancements to our existing routes may involve significant upfront investment, such as additional marketing and terminal buildout, and such investments may not generate return on investment. Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified third-party aircraft operators and fliers and our ability to increase utilization of our routes, and could adversely affect our business, financial condition and results of operations.

Operation of aircraft involves a degree of inherent risk. We could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters or charter flights and in particular from any accident involving our third-party aircraft operators.

The operation of aircraft is subject to various risks, and demand for air transportation, including our urban air mobility services, has and may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Blade flights, our third-party aircraft operators or aircraft flown by our third-party aircraft operators. Air transportation hazards, such as adverse weather conditions and fire and mechanical failures, may result in death or injury to personnel and passengers and which could impact client or passenger confidence in a particular aircraft type or the air transportation services industry as a whole and could lead to a reduction in passenger volume, particularly if such accidents or disasters were due to a safety fault. Safety statistics for air travel are reported by multiple parties, including the Department of Transportation (“DOT”) and National Transportation Safety Board (“NTSB”), and are often separated into categories of transportation. Because our urban air mobility services include a variety of transportation methods, fliers may have a hard time determining how safe urban air mobility services are and their confidence in urban air mobility may be impacted by, among other things, the classification of accidents in ways that reflect poorly on urban air mobility services or the transportation methods urban air mobility services utilize.

While we do not own, operate or maintain aircraft, we believe that safety and reliability are two of the primary attributes fliers consider when selecting air transportation services. Our failure to maintain standards of safety and reliability that are satisfactory to our fliers may adversely impact our ability to retain current customers and attract new customers. We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. Such an incident could involve the actual or alleged behavior of any of our employees or third-party aircraft operators. Further, if our personnel, one of our third-party operators’ aircraft, one of our third-party operators’ Blade-branded aircraft, or a type of aircraft in our third-party operators’ fleet that is used by us is involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving our employees, one of the Blade-branded aircraft used by us belonging to our third-party operators’ fleet (or personnel and aircraft of our third-party operators), or the same type of aircraft could create an adverse public perception, which could harm our reputation, result in air travelers being reluctant

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to use our services, and adversely impact our business, results of operations and financial condition. If one or more of our third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, we may be required to cancel or delay certain flights until replacement aircraft and personnel are obtained.

Our operations may also be negatively impacted by accidents or other safety-related events or investigations that occur in or near the airports and heliports we utilize for our urban air mobility services. For example, if an accident were to occur at a heliport we rely on for certain flights, we may be unable to fly into or out of that heliport until the accident has been cleared, any damages to the facilities have been repaired and any insurance, regulatory or other investigations have be completed.

We expect to face intense competition in the urban air mobility industry.

The urban air mobility industry is still developing and evolving, but we expect it to be highly competitive. Our potential competitors may be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. For example, some multimodal transportation providers have expressed interest in air mobility, and Uber Technologies, Inc. has a significant investment in a company that is developing EVA aircraft. Moreover, potential manufacturers of EVAs may choose to develop vertically integrated businesses, or they may contract with competing air mobility service providers rather than entering into operating contracts with us, which would be a threat to our business. Our potential competitors also may establish cooperative or strategic relationships among themselves or with third parties, including regional or national helicopter or heliport operations that we rely on to offer our urban air mobility services, which may further enhance their resources and offerings. It is possible that domestic or foreign companies or governments, some with greater experience in the urban air mobility industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor could benefit from subsidies or other protective measures provided by its home country.

We believe our ability to compete successfully as an urban air mobility service will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, consumer confidence in the safety of our offerings, consumer satisfaction for the experiences we offer, and the routes, frequency of flights and availability of seats offered through our platform. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

If we experience harm to our reputation and brand, our business, financial condition and results of operations could be adversely affected.

Continuing to increase the strength of our reputation and brand for reliable, experience-driven and cost-effective urban air mobility is critical to our ability to attract and retain qualified third-party aircraft operators and fliers. In addition, our growth strategy includes international expansion through joint ventures, minority investments or other partnerships with local companies as well as event activations and cross-marketing with other established brands, all of which benefit from our reputation and brand recognition. The successful development of our reputation and brand will depend on a number of factors, many of which are outside our control. Negative perception of our platform or company may harm our reputation and brand, including as a result of:

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complaints or negative publicity or reviews about us, our third-party aircraft operators, fliers, our air mobility services, other brands or events we associate with or our flight operations policies (e.g., cancellation or baggage fee policies), even if factually incorrect or based on isolated incidents;

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changes to our flight operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear or inconsistent with our values;

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a failure to enforce our flight operations policies in a manner that users perceive as effective, fair and transparent;

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illegal, negligent, reckless or otherwise inappropriate behavior by fliers, our third-party aircraft operators or other third parties involved in the operation of our business or by our management team or other employees;

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a failure to provide routes and flight schedules sought by fliers;

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actual or perceived disruptions or defects in our platform, such as data security incidents, platform outages, payment processing disruptions or other incidents that impact the availability, reliability or security of our offerings;

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litigation over, or investigations by regulators into, our operations or those of our third-party aircraft operators;

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a failure to operate our business in a way that is consistent with our values;

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inadequate or unsatisfactory flier support service experiences;

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negative responses by third-party aircraft operators or fliers to new mobility offerings on our platform;

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perception of our treatment of employees, contractors or third-party aircraft operators and our response to their sentiment related to political or social causes or actions of management; or

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any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and fliers may be viewed positively from one group’s perspective (such as fliers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or fliers. If we fail to balance the interests of third-party aircraft operators and fliers or make changes that they view negatively, third-party aircraft operators and fliers may stop using our platform or take fewer flights, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.

Any failure to offer high-quality customer support may harm our relationships with fliers and could adversely affect our reputation, brand, business, financial condition and results of operations.

Through our marketing, advertising, and communications with fliers, we set the tone for our brand as aspirational but also within reach. We strive to create high levels of flier satisfaction through the experience we provide in our terminal lounges and the support provided by our Flier Experience team and Flier Relations representatives. The ease and reliability of our offerings, including our ability to provide high-quality flier support, helps us attract and retain fliers. Fliers depend on our “Flier Relations” team to resolve any issues relating to our services, such as leaving something in a third-party aircraft operator’s vehicle, flight cancellations or scheduling changes. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled Flier Relations employees who can support fliers and are sufficiently knowledgeable about our services. As we continue to grow our business and improve our platform, we will face challenges related to providing quality support at scale. Any failure to provide efficient flier support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

We are especially vulnerable to delays, cancellations or flight rescheduling, as we rely on maintaining a high daily aircraft usage rate, and need to aggregate fliers on our by-the-seat flights to lower direct costs to third-party operators.

Our success depends in part on maintaining a high daily aircraft usage rate (i.e., the number of revenue generating hours flown on average in a day), which can be achieved in part by reducing turnaround times at heliports and airports. Aircraft usage rate is reduced by delays caused by a variety of factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance. Reduced aircraft usage rates may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction.

Our success also depends on our ability to generate more revenue per flight by maintaining high flier utilization rates (i.e., the number of seats purchased on each flight). Flier utilization rates may be reduced by a variety of factors, including the introduction of new routes or schedules. In some cases, we may choose

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to offer flights with low flier utilization rates to increase or maintain flier satisfaction, brand recognition, for marketing or other purposes. We have utilized monthly and annual commuter passes and annual corporate bulk purchasing options to increase our flier utilization rates in the past, however, these products may be less appealing following the COVID-19 pandemic.

While historically we have maintained daily aircraft and flier utilization rates sufficient to offset the costs we pay to operators, we may be unable to resume our pre-COVID utilization rates or maintain and increase utilization rates as our business grows and expands. The risk of delays, cancellations and flight rescheduling, which could negatively impact our utilization rates, may increase as we expand our business to include new markets and destinations, more frequent flights on current routes and expanded facilities.

Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services.

Our business is primarily concentrated on urban air mobility, which is vulnerable to changes in consumer preferences, discretionary spending and other market changes impacting luxury goods and discretionary purchases. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability, including the current business disruption and related financial impact resulting from the global COVID-19 health crisis. During such periods, our current and future users may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for air transportation, including our urban air mobility services, or could shift demand from our urban air mobility services to other methods of air or ground transportation for which we do not offer a competing service. If we are unable to generate demand or there is a future shift in consumer spending away from urban air mobility, our business, financial condition and results of operations could be adversely affected.

Our operations are concentrated in a small number of metropolitan areas and airports which makes our business particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting these metropolitan areas.

We derive the majority of our revenue from flights that either originate from or fly into heliports in New York, New York. The remainder of our domestic flights originate or fly into airports and heliports in Los Angeles, California, Miami, Florida, Nantucket, Massachusetts, and other locations in New York State. As a result of our geographic concentration, our business and financial results are particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances in each of these metropolitan areas. A significant interruption or disruption in service at one of the terminals where we have a significant volume of flights could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe impact on our business, results of operations and financial condition. In addition, any changes to local laws or regulations within these key metropolitan areas that affect our ability to operate or increase our operating expenses in these markets would have an adverse effect on our business, financial condition and operating results.

Disruption of operations at the airports where our terminal facilities are located, whether caused by labor relations, utility or communications issues or fuel shortages, could harm our business. Certain airports may regulate flight operations, such as limiting the number of landings per year, which could reduce our operations. Bans on our airport operations or the introduction of any new permitting requirements would significantly disrupt our operations. In addition, demand for our urban air mobility services could be impacted if drop-offs or pick-ups of fliers become inconvenient because of airport rules or regulations, or more expensive for fliers because of airport-imposed fees, which would adversely affect our business, financial condition and operating results.

Our concentration in large metropolitan areas and heavily trafficked airports also makes our business susceptible to an outbreak of a contagious disease, such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus, COVID-19 or any other similar illness, both due to the risk of a contagious disease being introduced into the metropolitan area through the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas, as seen with the spread of COVID-19 in Los Angeles, California and New York, New York.

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Natural disasters, including tornados, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog,blizzards or snowstorms, may damage our facilities, those of third-party aircraft operators or otherwise disrupt flights into or out of the airports from which our flights arrive or depart. For example, our New York and Massachusetts operations are subject to severe winter weather conditions, our Los Angeles operations are subject earthquakes, El Niño conditions and high winds, and our Miami operations are subject to tropical storms and hurricanes. Less severe weather conditions, such as rainfall, snowfall, fog, mist, freezing conditions or extreme temperatures, may also impact the ability for flights to occur as planned, which could reduce our sales and profitability and may result in additional expenses related to rescheduling of flights.

Major metropolitan areas, including those in which we currently operate, are also at risk of terrorist attacks, actual or threatened acts of war, political disruptions and other disruptions.

The occurrence of one or more natural disasters, severe weather events, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in regions where our facilities are located, or where our third-party aircraft operators’ facilities are located, could adversely affect our business.

We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

All climate change-related regulatory activity and developments may adversely affect our business and financial results by requiring us to reduce our emissions, make capital investments to modernize certain aspects of our operations, purchase carbon offsets, or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure and financial results. Operational impacts, such as the delay or cancellation of flights, could result in loss of revenue. In addition, certain of our terminals are in locations susceptible to the impacts of storm-related flooding and sea-level rise, which could result in costs and loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

Since we do not yet utilize electric aircraft, our business is dependent on the availability of aircraft fuel. Continued periods of significant disruption in the supply of aircraft fuel could have a significant negative impact on consumer demand, our operating results and liquidity.

Although our third-party aircraft operators are currently able to obtain adequate supplies of aircraft fuel, we cannot predict the future availability. Natural disasters (including hurricanes or similar events in the U.S. Southeast and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or wars involving oil-producing countries, economic sanctions imposed against oil-producing countries or specific industry participants, changes in fuel-related governmental policy, the strength of the U.S. dollar against foreign currencies, changes in the cost to transport or store petroleum products, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply shortages or distribution challenges in the future. Any of these factors or events could cause a disruption in or increased demands on oil production, refinery operations, pipeline capacity or terminal access and possibly result in diminished availability of aircraft fuel supply for our third-party aircraft operators. The impact of such events may limit our third-party aircraft operators’ ability to perform our by-the-seat flights, which could result in loss of revenue and adversely affect our ability to provide our services.

System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error or

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malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks or other events. Our insurance may not be sufficient, and we may not have sufficient remedies available to us from our third party service providers, to cover all of our losses that may result from such interruptions, outages, or degradations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. We rely heavily on a software engineering practice known as “continuous deployment,” which refers to the frequent release of our software code, sometimes multiple times per day. This practice increases the risk that errors and vulnerabilities are present in the software code underlying our platform. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities discovered in our platform, whether in our proprietary code or that of third third-party software on which our software relies, could result in negative publicity, a loss of users or loss of revenue, access or other performance issues, security incidents, or other liabilities. Such vulnerabilities could also prevent fliers from booking flights, which would adversely affect our flier utilization rates, or disrupting communications with our operators (e.g., flight schedules or passenger manifests), which could affect our on-time performance. For example, we have experienced an error in our app that temporarily allowed a small number of users to log into and view a different user’s profile. Although we quickly corrected the error after receiving user complaints, with no material adverse impact to our business, similar and more serious errors could occur in the future. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our technology platform. These events have resulted in, and similar future events could result in, losses of revenue due to increased difficulty of booking services through our technology platform, impacts to on-time performance, and resultant errors in operating our business. A prolonged interruption in the availability or reduction in the availability or other functionality of our platform could adversely affect our business and reputation and could result in the loss of fliers. Moreover, to the extent that any system failure or similar event results in harm or losses to the fliers using our platform, such as the inability to book or change flights because of a system failure, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time consuming and costly for us to address.

We rely on our information technology systems to manage numerous aspects of our business. A cyber-based attack of these systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased sales and harm to our reputation.

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems process, transmit and store personal and financial information, proprietary information of our business, and also allow us to coordinate our business across our operation bases, and allow us to communicate with our employees and externally with customers, suppliers, partners and other third parties. While we believe we take reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information. In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions or shutdowns to our platform. Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.

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We rely on mobile operating systems and application marketplaces to make our apps available to users of our platform. If we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our platform available to fliers. In 2019, the majority of our seats were booked through the Blade Android and iOS apps. Such mobile operating systems or application marketplaces could limit or prohibit us from making our apps available to fliers, make changes that degrade the functionality of our apps, increase the difficulty of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us. Additionally, if any future competitor’s placement in such mobile operating system’s application marketplace is more prominent than the placement of our apps, overall growth in our flier base could slow and the usage of our platform could be adversely affected. Our apps have experienced fluctuations in the number of downloads in the past, and we anticipate similar fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our apps. Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile technology industry to make, or continue to make, such technologies, systems, networks, or standards available to our users. If fliers on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition and results of operations could be adversely affected.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose market share, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies we utilize in arranging air transportation. To date, we have relied primarily on trade secrets and trademarks to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights. We routinely enter into non-disclosure agreements with our employees, consultants, third party aircraft operators and other relevant persons and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially cause us to lose market share, harm our ability to compete, and result in reduced revenue. Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. There can be no assurance that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

Further, obtaining and maintaining patent, copyright, and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be

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inadequate to prevent other parties from infringing our proprietary technology. To the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.

We use open source software in connection with our platform, which may pose risks to our intellectual property.

We use open source software in connection with our platform, and plan to continue using open source software in the future. Some licenses governing the use of open source software contain requirements that we make available source code for modifications or derivative works we create based upon the open source software. If we combine or link our proprietary source code with open source software in certain ways, we may be required, under the terms of the applicable open source licenses, to make our proprietary source code available to third parties. Although we monitor our use of open source software, we cannot assure you that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our platform that we are unaware of, or that they will not do so in the future. Additionally, the terms of open source licenses have not been extensively interpreted by United States or international courts, and so there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us or our proprietary software. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations or remediating any alleged non-compliance with open source licenses. Any such remediation efforts could require significant additional resources, and we may not be able to successfully complete any such remediation. Further, in addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, and the open source software may contain security vulnerabilities.

If we are unable to obtain and maintain adequate facilities and infrastructure, we may be unable to offer our existing flight schedule and to expand or change our route network in the future, which may have a material adverse impact on our operations.

In order to operate our existing and proposed flight schedule and, where desirable, add service along new or existing routes, we must be able to maintain or obtain space for passenger terminals. As airports and heliports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be implemented in a commercially viable manner, given operating constraints at airports and heliports throughout our network, including those imposed by inadequate facilities at desirable locations. Additionally, there is no assurance that we will be able to obtain necessary approvals and to make necessary infrastructure changes to enable adoption of EVA, including installation of necessary charging equipment. Any limitation on our ability to acquire or maintain space for passenger terminal operations could have a material adverse effect on our business, results of operations and financial condition.

Blade leases and licenses exclusive passenger terminal infrastructure from airport and heliport operators in key markets. These leases, licenses and permits vary in term, ranging from six month seasonal permits to multi-year use and occupancy agreements that are coterminous with the airport or heliport operator’s underlying lease with the municipality that owns the premises. While our experience with these multi-year use and occupancy agreements have led to long-term uninterrupted usage thus far, certain municipalities, including New York, retain the authority to terminate a heliport operator’s lease upon as short as 30 days’ notice. If a municipality exercised its termination rights, under certain conditions our agreements with the airport or heliport operator would concurrently terminate. Termination of one or more of our leases could negatively impact our ability to provide services in our existing markets and have a material adverse effect on our business, results of operations and financial condition.

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We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.

Prior to the consummation of the Transactions, we financed our operations and capital expenditures primarily through private financing rounds. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful.

We have started expanding our presence internationally. In 2019, we entered into a joint venture in India (our “Indian Joint Venture”) and we may continue to expand our international operations. Operating outside of the United States may require significant management attention to oversee operations across a broad geographic area with varying regulations, customs and cultural norms, in addition to placing strain on our finance, analytics, compliance, legal, engineering and operations teams. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

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recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

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competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness;

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differing demand dynamics, which may make our offerings less successful;

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complying with local laws and regulatory standards, including with respect to data privacy and tax;

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obtaining any required government approvals, licenses or other authorizations;

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varying levels of Internet and mobile technology adoption and infrastructure;

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costs and exchange rate fluctuations;

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operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States; and

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limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.

We hold a minority ownership stake in our Indian Joint Venture and do not hold any control rights over the operations of the business. As such, we cannot directly prevent actions which may result in losses or negative publicity. While we have implemented various measures intended to anticipate, identify and address the risk associated with our lack of control, these measures may not adequately address or prevent all potential risks and may adversely impact our reputation and brand, which could adversely affect our business, financial condition and results of operations. In the future, we may enter into other joint ventures or licensing agreements that involve a similar lack of control, which could adversely impact our reputation and brand.

Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we undertake may not be successful. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition and results of operations could be adversely affected. In addition, international expansion may increase our risks related to compliance with various laws and standards, including with respect to anti-corruption, anti-bribery, and trade and economic sanctions.

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As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse impact on our financial condition.

We intend to explore potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. Our management has limited experience with acquiring and integrating acquired companies into our business, and there is no assurance that any future acquisitions will be successful. We may not be successful in identifying appropriate targets for such transactions. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales, marketing, operations, and the number of aircraft operators with whom we do business. Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. In addition, in order to continue to increase our presence, we expect to incur substantial expenses as we continue to attempt to increase our route offerings, flight frequency, passenger terminal footprint and employee base. The continued expansion of our business may also require additional space for administrative support. If we are unable to drive commensurate growth, these costs, which include lease commitments, marketing costs and headcount, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

Our insurance may become too difficult or expensive for us to obtain. Increases in insurance costs or reductions in insurance coverage may materially and adversely impact our results of operations and financial position.

Though we do not own or operate aircraft, we maintain general liability aviation premise insurance, non-owned aircraft liability coverage, and directors and officers insurance, and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance costs to increase as we add routes, increase flight and passenger volumes and expand into new markets, and it is too early to determine what impact, if any, the adoption of EVAs will have on our insurance costs.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. We believe that the breadth and depth of our senior management team’s experience across multiple industries will be instrumental to our success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

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Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture, which promotes accountability, attention to detail, communication and support for others, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

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failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;

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the increasing size and geographic diversity of our workforce;

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competitive pressures to move in directions that may divert us from our mission, vision and values;

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the continued challenges of a rapidly-evolving industry;

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the increasing need to develop expertise in new areas of business that affect us;

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negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and

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the integration of new personnel and businesses from acquisitions.

If we are not able to maintain our culture, our business, financial condition and results of operations could be adversely affected.

Risks Related to Blade’s Dependence on Third-Party Providers

We rely on our third-party operators to provide and operate aircraft to move our fliers. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our asset-light business model means that we do not own or operate any aircraft. Instead, we rely on third-party contractors to own and operate aircraft. Pilots, maintenance, hangar, insurance and fuel are all costs borne by our network of operators. Should we experience complications with any of these third-party contractors or their aircraft, we may need to delay or cancel by-the-seat flights. We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the current COVID-19 outbreak, or other events. The failure of any contractors to perform to our expectations could result in delayed or cancelled flights and harm our business. Our reliance on contractors and our inability to fully control any operational difficulties with our third-party contractors could have a material adverse effect on our business, financial condition and results of operations.

If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to our platform to meet demand, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We are dependent on a finite number of certificated third-party aircraft operators to provide our services. In the event potential competitors establish cooperative or strategic relationships with third party aircraft operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we offer, we may not have access to the necessary number of aircraft to achieve our planned growth. Though we have successfully incentivized our operators to add aircraft to support our growth in the past, there is no guarantee we will be able to continue doing so without incurring costs. If our third-party aircraft operators are unable or unwilling to add aircraft, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators, our business and results of operations could be adversely affected. As the urban air mobility market grows, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition in the urban air mobility market grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase.

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If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.

All of our flight operations are conducted by third-party aircraft operators on our behalf. Due to our reliance on third parties to provide these essential services, we are subject to the risk of disruptions to their operations, which has in the past and may in the future result from many of the same risk factors disclosed in this “Risk Factors” section, such as the impact of adverse economic conditions and the inability of third parties to hire or retain skilled personnel, including pilots and mechanics. Several of these third-party operators provide significant capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Disruptions to capital markets, shortages of skilled personnel and adverse economic conditions in general, such as conditions resulting from the COVID-19 pandemic, have subjected certain of these third-party regional operators to significant financial and operational pressures, which have in the past and could result in the temporary or permanent cessation of their operations. We may also experience disruption to our regional operations if we terminate agreements with one or more of our current aircraft operators and transition the services to another provider. As a result of the COVID-19 pandemic, we did not renew agreements with some of the third-party aircraft operators who have provided flight services to us in the past. While we continue to do business with some of these operators despite the lack of an agreement, there is no assurance that we will continue to do so. Additionally, although we expect to enter into new agreements with such operators on acceptable terms in the future, there is no guarantee that we will be able to do so.

Although our third-party aircraft operators are not currently experiencing workforce disruptions, we cannot predict the future actions of their workforce. Union strikes among airport workers or certain pilots of third-party aircraft operators may result in disruptions of our urban air mobility service and thus could have a material adverse effect on our business, financial condition and results of operations. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators would have a material adverse effect on our business, results of operations and financial condition.

In addition, we have entered into agreements with contractors to provide various facilities and services required for our operations. Because we rely on others to provide such services, our ability to control the efficiency and timeliness of such services is limited. Similar agreements may be entered into in any new markets we decide to serve. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

Our third-party aircraft operators’ insurance may become too difficult or expensive for them to obtain. If our third-party aircraft operators are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

Hazards are inherent in the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the operation of aircraft. Incidents related to aircraft operation are covered by our third-party operators’ insurance. A limited number of hull and liability insurance underwriters provide coverage for our third-party aircraft operators. Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. The number of air medical or tourism accidents, as well as the number of insured losses within other helicopter operations and the commercial airline industry, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. If our third-party aircraft operators’ insurance costs increase, such operators are likely to pass the increased costs to us, which could cause us to increase the prices paid by our fliers. Such cost increases could adversely affect demand for our services and harm our business. Additionally, under all aircraft operating agreements, our third-party aircraft operators have agreed to indemnify us against liability arising from the operation of aircraft and to maintain insurance covering such liability. However, there can be no assurance there will be no challenge to the indemnification rights or that the aircraft operator will have sufficient assets or insurance coverage to fulfill its indemnity obligations.

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Illegal, improper or otherwise inappropriate operation of branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition and results of operations.

Some of our third-party aircraft operators operate Blade-branded aircraft on a non-exclusive basis, enabling them to utilize Blade-branded aircraft for flight operations unrelated to Blade. If our third-party aircraft operators were to operate Blade-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could be exposed to significant reputational harm. While we have implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper or otherwise inappropriate activity by our third-party aircraft operators while flying Blade-branded aircraft. Further, any negative publicity related to the foregoing, whether or not such incident occurred while flying on our behalf, could adversely affect our reputation and brand or public perception of the urban air mobility industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and results of operations.

We rely on third-party web service providers to deliver our offerings to users on our platform, and any disruption of or interference with our use of third-party web services could adversely affect our business, financial condition and results of operations.

Our platform’s continuing and uninterrupted performance is critical to our success. We currently host our platform and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these services, we do not have control over the operations of the facilities used by our third-party provider and their facilities may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages and similar events or acts of misconduct. In addition, any changes in our third-party cloud infrastructure provider’s service levels may adversely affect our ability to meet the requirements of users. While we believe we have implemented reasonable backup and disaster recovery plans, we have experienced, and expect that in the future we will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

Legal and Regulatory Risks Related to Blade’s Business

Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future legal or regulatory changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate or limit our ability to expand into certain jurisdictions, which could have a material adverse effect on our business, financial condition and operating results..

Further, our business has been adversely impacted when government agencies have ceased to operate as expected including due to partial shut-downs or similar events. These events have resulted in, among other

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things, reduced demand for air travel, an actual or perceived reduction in air traffic control and security screening resources and related travel delays, as well as disruption in the ability of the FAA to grant required regulatory approvals, such as those that are involved when a new aircraft is first placed into service.

United States. Our operations are highly regulated by several U.S. government regulatory agencies, including the DOT and the FAA. These requirements restrict the ways we may conduct our business, as well as the operations of our third-party aircraft operators. Failure to comply with such requirements in the future may result in fines and other enforcement actions by the regulators. In the future, any new regulatory requirements, particularly requirements that limit our third-party aircraft operators’ ability to operate, could have a material adverse effect on us and the industry. Further, DOT and FAA rules require certain disclosures to consumers and filing of routes, which could create a burden on our marketing and operations teams.

Our results of operations and the manner in which we conduct business each may be affected by changes in law and future actions taken by governmental agencies, including:

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changes in law that affect the services that can be offered by us in particular markets and at particular airports, or the types of fares offered or fees that can be charged to fliers;

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restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail our ability to respond to a competitor);

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the adoption of new passenger security standards or regulations that impact customer service standards;

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restrictions on airport operations, such as restrictions on the use of airports or heliports; and

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the adoption of more restrictive locally-imposed noise restrictions.

Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to operations and, in some cases, may reduce the demand for air travel. There can be no assurance that the increased costs or greater complexity associated with our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.

Any significant reduction in air traffic capacity at and in the airspace serving key airports in the United States or overseas could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, have resulted in short-term capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. Outdated technologies may also cause the ATC system to be less resilient in the event of a failure. For example, an automation failure and an evacuation, in 2015 and 2017 respectively, at the Washington Air Route Control Center resulted in cancellations and delays of hundreds of flights traversing the greater Washington, D.C. airspace.

India. The Indian Joint Venture’s operations are highly regulated by Indian government agencies, including the Airports Authority of India, Ministry of Civil Aviation and Directorate General of Civil Aviation. If the Indian Joint Venture’s operations fail to comply with these laws and regulations, or if these agencies develop concerns over our operations, the Indian Joint Venture could face administrative, civil and/or criminal penalties. In addition, we may become subject to regulatory actions that could suspend, curtail or significantly modify the Indian Joint Venture’s operations, which could adversely affect the business, financial condition and results of operations of the Indian Joint Venture.

Failure to comply with legal and regulatory requirements, such as obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. Even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We may be blocked from or limited in providing or offering our services in certain jurisdictions, and may be required to modify our business model in those jurisdictions as a result.

We face regulatory obstacles, including those lobbied for in local government, which could prevent us from operating our urban air mobility services. We have incurred, and expect that we will continue to incur,

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significant costs in defending our right to operate in accordance with our business model in many jurisdictions. To the extent that efforts to block or limit our operations are successful, or we or third-party aircraft operators are required to comply with regulatory and other requirements applicable to urban air mobility services, our revenue and growth would be adversely affected.

We currently operate passenger terminals out of several airports and heliports throughout New York, Massachusetts, and Florida. These facilities are strategically located in close proximity to heavily populated areas. If these airports or heliports were to restrict access for rotor wing operations, our passenger volume and utilization rates may be significantly adversely impacted and certain existing or planned future routes may cease to be profitable for us to operate. New York has a limited number of hangar and helipad sites, which may limit our ability to expand operations to other locations within the state. While we do not require hangar space to operate our business, the availability of nearby hangar space is advantageous to allow our third-party aircraft operators to effectively support our business. In addition, communities near certain key heliports, and the elected officials representing them, are concerned about noise generated by helicopters. Some of these communities have proposed new rules and legislation to reduce or eliminate helicopter flights from key Blade service areas, including Manhattan. For example, proposed federal legislation in 2019 sought to limit helicopter flights over any city with certain population and density restrictions, though the bill did not pass. If any similar efforts are successful, our business would be severely impacted and our growth opportunities in such areas may be reduced.

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect our business and our financial condition.

We are subject to a wide variety of laws in the United States and other jurisdictions related to privacy, data protection and consumer protection that are often complex and subject to varying interpretations. As a result, these privacy, data protection and consumer protection laws may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies and such changes or developments may be contrary to our existing practices. This may cause us to expend resources on updating, changing or eliminating some of our privacy and data protection practices.

We receive, collect, store, process, transmit, share and use personal information, and other customer data, including health information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to receive, collect, store, process, transmit, share, and use such personal information, including payment information. A variety of federal, state, local, municipal, and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the collection, storage, processing, sharing, use, retention and security of this information, including the California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Protection and Electronic Protection Act of 1991 (“TCPA”), Section 5 of the Federal Trade Commission Act, and the California Consumer Privacy Act (“CCPA”). Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties, and the enforcement of any non-compliance, which could significantly impact our business operations.

In January 2020, CCPA took effect, which provides new data privacy rights for consumers in California and new operational requirements for companies doing business in California. Compliance with the new obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them, and because the CCPA is relatively new, there is still some uncertainty about how the CCPA will be interpreted and enforced. If we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties (up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional) and litigation, any of which may negatively impact our reputation, require us to expend significant resources, and harm our business. Furthermore, California voters approved

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the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal information. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022. We believe that the personal information we collect from California residents that use our app, the air transportation services we have offered in California in the past and direct marketing to California residents for those services, as well as our plans to offer future services in California, have made and in the future will make Blade subject to compliance with CCPA and CPRA.

Moreover, as we expand our international presence, we will also be subject to additional privacy rules of such foreign jurisdictions, many of which, such as the European Union’s General Data Protection Regulation (the “GDPR”) and national laws supplementing the GDPR or national laws of similar scope and nature, such as in the United Kingdom, may require significant resources to comply with. The GDPR, for example, requires companies to meet stringent requirements regarding the handling of personal data and highly sensitive personal data of individuals located in the European Economic Area and includes significant monetary penalties for noncompliance. We do not currently offer or advertise our services in the European Union, and all of our services are charged in U.S. dollars. In the past we have marketed air transportation service for a significant event held in the EU, and we have arranged charter services for clients. These activities, and similar activities we may engage in in the future, could require us to comply with the GDPR.

We have in the past, and could be in the future, subject to data breaches. A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy laws, regulations or other principles or orders to which we may be subject could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities, litigation, including class action litigation, from our fliers, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, government authorities, payment companies, consumer reporting agencies or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident, and otherwise complying with applicable privacy and data security laws.

Environmental regulation and liabilities, including new or developing laws and regulations, may increase our costs of operations and adversely affect us.

In recent years, governments have increasingly focused on climate change, carbon emissions and energy use. Laws and regulations that curb the use of conventional energy, or require the use of renewable fuels or renewable sources of energy- such as wind or solar power, could result in a reduction in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations or taxes that increase the cost of such fuels, thereby decreasing demand for our services and also increasing the costs of our operations by our third-party aircraft operators. More stringent environmental laws, regulations or enforcement policies could have a material adverse effect on our business, financial condition and results of operations.

Blade has identified material weaknesses in its internal control over financial reporting during the audited period. If Blade’s remediation of these material weaknesses is not effective, or if Blade experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in the future, Blade may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Blade and, as a result, the value of the EIC Class A common stock.

In connection with the preparation of this proxy statement/prospectus/consent solicitation statement, and for the audits of Blade’s consolidated financial statements for the years ended September 30, 2019 and 2020, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness relates to the lack of segregation of duties in our accounting procedures and approval of significant transactions, due in part to the lack of a sufficient number of personnel in the accounting and finance function. This weakness could lead to intentional or unintentional errors that might

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not be detected. Further, we do not have adequate documentation of the components of our internal control processes, making it difficult to appropriately monitor the effectiveness of our internal controls.

The second material weakness arises from the need to augment our information technology and application controls, including, but not limited to, the addition of formally documented controls around logical system access and code change management. Deficiencies in logical access controls can result in unauthorized or inappropriate access to key applications and data.

We have engaged a top four audit firm and a public company financial readiness consultant to assist us in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, primarily by implementing additional review procedures within our accounting and finance department, hiring additional staff, and designing and implementing information technology and application controls in our financially significant systems. In addition, we have engaged external accounting experts to supplement our internal resources in our accounting and review processes.

While we are designing and implementing measures to remediate the material weaknesses, we can give no assurance that these measures will be successful. Any failure to maintain or implement effective internal controls, or any difficulties Blade encounters in their implementation, could result in additional significant deficiencies and material weaknesses or result in material misstatements in Blade’s financial statements. Moreover, the timing of Blade’s financial reporting may be adversely affected, Blade may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in Blade’s financial reporting, and the price of the EIC Class A common stock may decline as a result.

If Blade is unable to assert that its internal control over financial reporting is effective, or if Blade’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of Blade’s internal control over financial reporting, when required, lenders and investors may lose confidence in the accuracy and completeness of Blade’s financial reports and Blade may face restricted access to various sources of financing in the future.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of the EIC Class A common stock.

If we fail to develop and maintain effective internal control over financial reporting and disclosure controls and procedures, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of the EIC Class A common stock on the Nasdaq.

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We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to develop, maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, we have not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and will increase the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Risks Related to the Business Combination and Ownership of EIC’s common stock and warrants

The Sponsor and EIC’s officers and directors have agreed to vote in favor of the business combination, regardless of how EIC’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and EIC’s officers and directors have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor owns shares equal to 20.0% of EIC’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and EIC’s officers and directors agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the Board and certain EIC officers have interests in the business combination that are different from or are in addition to other EIC stockholders in recommending that EIC stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

When considering the Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, our stockholders should be aware that the Sponsor and certain directors and officers of EIC have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

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the fact that the Sponsor and EIC’s officers and directors have waived their redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

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the continued right of the Sponsor to hold EIC Class A common stock and the shares of EIC Class A common stock to be issued to the Sponsor upon exercise of its Private Placement Warrants following the Transactions, subject to certain lock-up periods;

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if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

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the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

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the fact that the Sponsor and EIC’s officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

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the fact that the Sponsor and EIC’s officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to the Founder Shares if we fail to complete an initial business combination within the completion window;

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the fact that the Sponsor paid an aggregate of $7,500,000 for its 5,000,000 Private Placement Warrants and that such Private Placement Warrants will expire worthless if a business combination is not consummated within the completion window;

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the fact that EIC entered into the Investor Rights Agreement with the Sponsor and the other parties named therein, which provides for, among other things, (a) the right to designate directors to the Board, (b) registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions and (c) transfer restrictions on certain parties’ shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own as of the Closing Date for certain specified time periods;

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that an affiliate of the Sponsor and certain funds affiliated with certain members of the Board have committed to invest in the PIPE Investment by entering into a PIPE Subscription Agreement with EIC for an aggregate commitment of $20,050,000; and

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in January 2021, Blade entered into an agreement with Ross Aviation, which is an affiliate of KSL Capital Partners, to launch air commuter service between the Westchester/Connecticut area and New York City and both Blade and Ross Aviation also agreed to work together to mutually develop plans for a vertiport in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Blade, completing a business combination with Blade and may influence their operation of the post-combination company following the business combination. This risk may become more acute as the deadline of September 17, 2021 for completing an initial business combination nears.

The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

The Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The EIC Class A common stock and Public Warrants are currently listed on the Nasdaq and EIC will apply to continue to be listed on the Nasdaq upon consummation of the business combination. Our continued

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eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that EIC will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the EIC Class A common stock and/or Public Warrants from trading on its exchange for failure to meet the listing standards, EIC’s securityholders could face significant material adverse consequences including:

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a limited availability of market quotations for EIC’s securities;

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reduced liquidity for EIC’s securities;

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a determination that the EIC Class A common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for EIC’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.

The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination with Blade. The officers and directors of EIC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of EIC’s financial and other advisors, as well as having consulted with a leading consulting firm regarding Blade’s market opportunities and competitive landscape, including the growth and strategic plan of Blade, enabled them to perform the necessary analyses and make determinations regarding the Transactions. In addition, EIC’s officers and directors and EIC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Board in valuing Blade’s business, and assuming the risk that the Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact EIC’s ability to consummate the business combination.

Future resales of our outstanding shares may cause the market price of our securities to drop significantly, even if our business is doing well.

There will be approximately 82,500,000 shares of EIC Class A common stock outstanding immediately following the consummation of the business combination (assuming that no shares of EIC Class A common stock are elected to be redeemed by public stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”), and there may be a large number of shares of EIC Class A common stock sold in the market following the consummation of the business combination, or shortly thereafter.

EIC has entered into the Investor Rights Agreement with the Sponsor and other parties named therein, pursuant to which, among other things, such stockholders will be entitled to customary registration rights following their respective lock-up periods. The sale or possibility of sale of these securities could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our common stock.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination is not consummated by EIC within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EIC for services rendered or contracted for or products sold to EIC. If EIC consummates a business combination, including the Transactions, on the other hand, EIC will be liable for all such claims. Neither

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EIC nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to EIC. Please see the section entitled “Information About EIC — Redemption of Public Shares and Liquidation if no Initial Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of EIC’s officers and directors may have an indirect economic interest in the Founder Shares and Private Placement Warrants purchased by the Sponsor as a result of his economic interest in, or in the investment funds that indirectly own, the Sponsor or the general partner and investment advisor of such funds and their affiliation with KSL Capital Partners. In considering the recommendations of the Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, EIC’s stockholders should consider these interests.

The exercise of EIC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in EIC’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require EIC to agree to amend the Merger Agreement, to consent to certain actions taken by Blade or to waive rights that EIC is entitled to under the Merger Agreement.

Such events could arise because of changes in the course of Blade’s business, a request by Blade to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Blade’s business and would entitle EIC to terminate the Merger Agreement. In any of such circumstances, it would be at EIC’s discretion, acting through the Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for EIC and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus/consent solicitation statement, EIC does not believe there will be any material changes or waivers that EIC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus/consent solicitation statement. EIC will circulate a new or amended proxy statement/prospectus/consent solicitation statement or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

Unless an extension of the completion window is sought, if EIC is unable to complete the Transactions or another initial business combination by September 17, 2021, EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of EIC’s current certificate of incorporation, EIC must complete a business combination before the end of the completion window, or EIC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC. Although EIC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders. If EIC is unable to complete a business combination within the completion window, Sponsor has agreed that it will be liable to EIC if and to the extent any claims by a vendor for services rendered or products sold to EIC, or a prospective target business with which EIC has discussed entering into a transaction agreement,

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reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. EIC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of EIC. EIC has not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if EIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if EIC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, EIC may not be able to return to its public stockholders at least $10.00 per share.

EIC’s stockholders may be held liable for claims by third parties against EIC to the extent of distributions received by them.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination by September 17, 2021. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— Unless an extension of the completion window is sought, if EIC is unable to complete the Transactions or another initial business combination by September 17, 2021, EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share” and other risk factors in this section.

EIC cannot assure you that it will properly assess all claims that may be potentially brought against EIC. As such, EIC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, EIC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by EIC.

If EIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by EIC’s stockholders.

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Furthermore, because EIC intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to EIC’s creditors and/or may have acted in bad faith, and thereby exposing itself and EIC to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. EIC cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing EIC stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement could have a depressive effect on EIC’s common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding EIC or its securities, the Sponsor and EIC’s directors, officers, advisors and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of EIC common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on EIC’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting.

EIC’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of EIC Class A common stock as Merger Consideration and the PIPE Investment. Having a minority share position may reduce the influence that EIC’s current stockholders have on the management of EIC.

It is anticipated that, upon completion of the business combination, assuming that no shares of EIC Class A common stock are elected to be redeemed by EIC’s public stockholders, the concentration of ownership of EIC immediately following the consummation of the business combination will be as follows:

	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%

(1)

(2)

These levels of ownership interest exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan.

Having a minority ownership interest in the post-combination company may reduce the influence that EIC’s public stockholders have on the management of EIC.

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A significant portion of the EIC Class A common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of the EIC Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of common stock in the public market could occur at any time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the EIC Class A common stock.

Substantial future sales of shares of EIC Class A common stock could cause the market price of EIC Class A common stock to decline.

The market price of shares of EIC Class A common stock could decline as a result of substantial sales of EIC Class A common stock, particularly by our significant stockholders, a large number of shares of EIC Class A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After the business combination, it is anticipated that approximately 82,500,000 shares of EIC Class A common stock will be outstanding (assuming that no shares of EIC Class A common stock are elected to be redeemed by the public stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”).

In connection with the Merger Agreement, EIC, the Sponsor and certain other parties thereto have entered into the Investor Rights Agreement, pursuant to which such stockholders will be entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. EIC may be required to register up to approximately 15 million shares of EIC Class A common stock pursuant to the Investor Rights Agreement. In addition, certain parties to the Investor Rights Agreement, including the Sponsor, have agreed not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock they hold or receive for certain time periods specified therein. In addition, pursuant to the terms of the PIPE Subscription Agreements, we have agreed to register the 12,500,000 shares of EIC Class A common stock issued in connection with the PIPE Investment following the closing of the Transactions. For a summary of the terms of the Investor Rights Agreement and the PIPE Subscription Agreements, please see the section entitled “Certain Other Agreements Relating to the Transactions.”

We may issue additional shares of EIC Class A common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of EIC Class A common stock or other equity securities of equal or senior rank in the future without stockholder approval in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan and in a number of other circumstances.

Our issuance of additional shares of EIC Class A common stock or other equity securities of equal or senior rank could have the following effects:

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your proportionate ownership interest in EIC will decrease;

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the relative voting strength of each previously outstanding share of common stock may be diminished; or

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the market price of shares of EIC’s common stock may decline.

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We have no operating history and our results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus/consent solicitation statement.

EIC is a blank check company with no operating history or results.

This proxy statement/prospectus/consent solicitation statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited pro forma condensed combined statements of operations of the Combined Entity for the three months ended December 31, 2020 and twelve months ended September 30, 2020 are presented on a pro forma basis as if the Transactions had been consummated on October 1, 2019. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical unaudited balance sheet of EIC as of December 31, 2020 and historical audited balance sheet of Blade as of December 31, 2020 and gives pro forma effect to the Transactions as if they had been consummated on December 31, 2020.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical financial data. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations and financial position that would have been achieved had the Transactions been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus/consent solicitation statement. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Blade’s financial forecasts, which were provided to the Board and are included in this proxy statement / prospectus/consent solicitation statement, may not prove accurate.

In connection with the Transactions, certain forecasted financial information for Blade was provided to the Board, which was internally prepared and provided by Blade, and adjusted by Blade and EIC management and their representatives to take into consideration the consummation of the Transactions (assuming that no shares of EIC Class A common stock are elected to be redeemed by the public stockholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to Blade or EIC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Blade or EIC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Blade (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus/consent solicitation statement should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

EIC and Blade have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by EIC if the business combination is not completed.

EIC and Blade expect to incur significant costs associated with the business combination. EIC and Blade expect to incur approximately $32 million in expenses. Certain of these expenses will be payable even

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if the business combination is not completed and will reduce the amount of cash available to be used for other corporate purposes by EIC and Blade. As of the date hereof, EIC has less than $1.0 million of cash held outside of the trust account that is available to pay such expenses.

Even if EIC consummates the business combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for Public Warrants is $11.50 per share of EIC Class A common stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

If EIC is unable to complete an initial business combination, EIC’s warrants may expire worthless.

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of Blade whom we expect to stay with the post-combination business following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel, including key personnel of Blade. Although some key personnel may remain with the post-combination business in senior management or advisory positions following the business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of Blade will remain in place.

Blade’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Blade’s officers could have a material adverse effect on Blade’s business, financial condition, or operating results.

EIC and Blade will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on EIC and Blade. These uncertainties may impair our or Blade’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Blade’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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costs related to intercompany restructurings;

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changes in tax laws, regulations or interpretations thereof; or

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If EIC’s due diligence investigation of the Blade business was inadequate, then stockholders of EIC following the business combination could lose some or all of their investment.

Even though EIC conducted a due diligence investigation of the Blade business, EIC cannot be sure that this diligence uncovered all material issues that may be present inside the Blade business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Blade business and outside of its control will not later arise.

Following the consummation of the business combination, EIC’s only significant asset will be its ownership interest in the Blade business and such ownership may not be sufficiently profitable or valuable to enable EIC to pay any dividends on the EIC Class A common stock or satisfy EIC’s other financial obligations.

Following the consummation of the business combination, EIC will have no direct operations and no significant assets other than its ownership interest in the Blade business. EIC will depend on the Blade business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to the EIC Class A common stock. The earnings from, or other available assets of, the Blade business may not be sufficient to pay dividends or make distributions or loans to enable EIC to pay any dividends on the common stock or satisfy its other financial obligations.

Please see the sections titled “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

The EIC charter that will be effective following the completion of the business combination designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by EIC stockholders, which could limit the ability of EIC stockholders to obtain a favorable judicial forum for disputes with EIC or with directors, officers or employees of EIC and may discourage stockholders from bringing such claims.

Under the EIC charter that will be effective following the completion of the business combination, unless EIC consents in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) for:

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any derivative action or proceeding brought on behalf of EIC;

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any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any current or former director, officer or employee of EIC to EIC or EIC’s stockholders;

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any action asserting a claim against EIC or any current or former director or officer or other employee of EIC arising pursuant to any provision of the DGCL or EIC’s Certificate of Incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time); and

•

any action asserting a claim against EIC or any current or former director or officer or other employee of EIC governed by the internal affairs doctrine, or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

For the avoidance of doubt, the foregoing provisions of the EIC charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. In addition, the EIC Charter provides that, unless EIC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These provisions of the EIC charter could limit the ability of EIC stockholders to obtain a favorable judicial forum for certain disputes with EIC or with

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its current or former directors, officers or other employees, which may discourage such lawsuits against EIC and its current or former directors, officers and employees. Alternatively, if a court were to find these provisions of the EIC charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above (including causes of action arising under the Securities Act), EIC may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.

Subsequent to the completion of the business combination, EIC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on EIC’s financial condition, results of operations and EIC’s stock price, which could cause you to lose some or all of your investment.

Although EIC has conducted due diligence on the Blade business, EIC cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Blade business and outside of EIC’s and Blade’s control will not later arise. As a result of these factors, EIC may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if EIC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with EIC’s risk analysis. Even though these charges may be non-cash items and not have an immediate impact on EIC’s liquidity, charges of this nature could contribute to negative market perceptions about EIC or its securities. Accordingly, any of EIC’s stockholders who choose to remain stockholders of EIC following the business combination could suffer a reduction in the value of their shares.

A market for EIC’s securities may not continue, which would adversely affect the liquidity and price of EIC’s securities.

Following the business combination, the price of EIC’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for EIC’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of EIC’s securities after the business combination can vary due to general economic conditions and forecasts, EIC’s general business condition and the release of EIC’s financial reports. Additionally, if EIC’s securities become delisted from the Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of EIC’s securities may be more limited than if EIC was quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of EIC’s securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of EIC’s securities following the consummation of the business combination may decline. The market values of EIC’s securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which EIC’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of EIC’s securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the Blade business and trading in shares of EIC Class A common stock has not been active. Accordingly, the valuation ascribed to the Blade business and EIC Class A common stock issued in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of EIC Class A common stock following the business combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for EIC’s securities develops and continues, the trading price of

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EIC’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of EIC Class A common stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond EIC’s control and may not be related to EIC’s operating performance. These fluctuations could cause you to lose all or part of your investment in EIC Class A common stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in EIC’s securities and EIC’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of EIC’s securities may not recover and may experience a further decline.

Factors affecting the trading price of EIC’s securities following the business combination may include:

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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

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changes in the market’s expectations about our operating results;

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the public’s reaction to our press releases, other public announcements and filings with the SEC;

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speculation in the media or investment community;

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actual or anticipated developments in the post-combination company’s business, competitors’ businesses or the competitive landscape generally;

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our operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

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operating and stock price performance of other companies that investors deem comparable to ours;

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changes in laws and regulations affecting the post-combination company’s business;

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commencement of, or involvement in, litigation involving the post-combination company;

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changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of indebtedness;

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the volume of EIC Class A common stock available for public sale;

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any major change in the post-combination company’s board of directors or management;

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sales of substantial amounts of EIC Class A common stock by our directors, officers or significant stockholders or the perception that such sales could occur;

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general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

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other risk factors listed under “Risk Factors.”

Broad market and industry factors may materially harm the market price of EIC’s securities irrespective of EIC’s operating performance. The stock market in general and the Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of EIC’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to EIC’s could depress EIC’s stock price regardless of EIC’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of EIC Class A common stock, regardless of EIC’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of EIC’s securities also could adversely affect EIC’s ability to issue additional securities and EIC’s ability to obtain additional financing in the future.

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In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

EIC’s quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a variety of factors, some of which are beyond EIC’s control, resulting in a decline in EIC’s stock price.

EIC’s quarterly operating results may fluctuate significantly following the business combination.

EIC’s quarterly operating results may fluctuate significantly because of several factors, including:

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labor availability and costs for hourly and management personnel;

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profitability of our products, especially in new markets and due to seasonal fluctuations;

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changes in interest rates;

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impairment of long-lived assets;

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macroeconomic conditions, both nationally and locally;

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negative publicity relating to our products and services or our industry generally;

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changes in consumer preferences and competitive conditions; and

•

expansion to new markets.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about EIC, its business, or its market, or if they change their recommendations regarding the EIC Class A common stock adversely, then the price and trading volume of EIC Class A common stock could decline.

The trading market for EIC Class A common stock will be influenced by the research and reports that industry or securities analysts may publish about us, EIC’s business and operations, EIC’s market, or EIC’s competitors. Securities and industry analysts do not currently, and may never, publish research on EIC. If no securities or industry analysts commence coverage of EIC, EIC’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover EIC change their recommendation regarding the EIC stock adversely, or provide more favorable relative recommendations about EIC’s competitors, the price of the EIC Class A common stock would likely decline. If any analyst who may cover EIC were to cease coverage of EIC or fail to regularly publish reports on EIC, we could lose visibility in the financial markets, which could cause EIC’s stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of EIC Class A common stock will develop following consummation of the business combination.

EIC is currently a blank check company and there has not been a public market for shares of Blade common stock since it is a private company. A liquid trading market for EIC Class A common stock following the consummation of the business combination may never develop or, if developed, may not be maintained.

In the absence of a liquid public trading market:

•

you may not be able to liquidate your investment in shares of the EIC Class A common stock;

•

you may not be able to resell your shares of EIC Class A common stock at or above the price attributed to them in the business combination;

•

the market price of shares of the EIC Class A common stock may experience significant price volatility; and

•

there may be less efficiency in carrying out your purchase and sale orders.

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EIC may be unable to obtain additional financing to fund its operations or growth.

EIC may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of EIC. None of EIC’s officers, directors or stockholders will be obligated to provide any financing to us after the business combination.

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

Lawsuits may be filed against EIC or its directors and officers in connection with the Transactions. Defending such lawsuits could require EIC to incur significant costs and draw the attention of EIC’s management team away from the Transactions. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the business combination from becoming effective within the agreed upon timeframe.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect EIC’s business, investments and results of operations.

EIC will be subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq. In particular, EIC will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on EIC’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on EIC’s business and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following September 17, 2024, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of the EIC Class A common stock that is held by

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non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as they are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find the EIC Class A common stock less attractive because we rely on these exemptions. If some investors find the EIC Class A common stock less attractive as a result, there may be a less active trading market for the EIC Class A common stock and our stock price may be more volatile.

Immediately following consummation of the Transactions, EIC will continue to be an “emerging growth company.”

Risks Related to the Redemption

You must tender your shares of EIC Class A common stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to EIC’s transfer agent or to deliver your shares of common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, no later than 5:00 p.m. (New York City time) on May 3, 2021 (two (2) business days prior to the date of the special meeting). The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to tender your shares prior to the deadline or otherwise observe the redemption procedures described herein will result in your loss of redemption rights in connection with the vote on the business combination.

EIC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of EIC’s stockholders do not agree.

EIC’s existing charter does not provide a specified maximum redemption threshold, except that EIC will not redeem public shares in an amount that would cause EIC’s Net Tangible Assets to be less than $5,000,001. The Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, (i) after taking into account the PIPE Investment and after giving effect to exercise by the holders of the public shares of their right to redeem their shares of EIC Class A common stock into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (ii) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets.

As a result, EIC may be able to complete the business combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered

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into privately negotiated agreements to sell their shares to Sponsor, EIC’s directors or officers or their respective affiliates. As of the date of this proxy statement/prospectus/consent solicitation statement, no agreements with respect to the private purchase of public shares by EIC or the persons described above have been entered into with any such investor or holder. EIC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described herein) at the special meeting.

In the event that the aggregate cash consideration that EIC would be required to pay for all shares of EIC Class A common stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing conditions pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to EIC, EIC may not complete the business combination or redeem any shares, all shares of EIC Class A common stock submitted for redemption will be returned to the holders thereof and EIC may instead search for an alternate business combination.

Based on the amount of $276,943,339 in EIC’s trust account as of December 31, 2020, and taking into account the anticipated gross proceeds of the PIPE Investment, all public shares of EIC Class A common stock may be redeemed and still enable EIC to have sufficient cash to satisfy the closing conditions in the Merger Agreement. We refer to this as the “maximum redemption scenario.”

Public stockholders, together with any of their affiliates or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares unless such stockholder first obtains EIC’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, EIC will require each public stockholder seeking to exercise redemption rights to certify to EIC whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to EIC at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which EIC makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over EIC’s ability to consummate the business combination and you could suffer a material loss on your investment in EIC if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if EIC consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. EIC cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of shares of EIC Class A common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge EIC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, EIC’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that an EIC stockholder’s decision to redeem its shares for a pro rata portion of the funds held in the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination.

Certain events following the consummation of any initial business combination, including the business combination with Blade, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of EIC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of

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the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus/consent solicitation statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of EIC who wish to redeem their shares of EIC Class A common stock for a pro rata portion of the funds held in the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus/consent solicitation statement, they will not be entitled to redeem their shares of EIC Class A common stock for a pro rata portion of the funds held in the trust account.

Stockholders electing to redeem their shares of EIC Class A common stock will receive their pro rata portion of the funds held in the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Special Meeting of EIC Stockholders — Redemption Rights” of this proxy statement/prospectus/consent solicitation statement for additional information on how to exercise your redemption rights.

If, despite EIC’s compliance with the proxy rules, a stockholder fails to receive EIC’s proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of EIC Class A common stock. In addition, the proxy materials that EIC is furnishing to holders of public shares of EIC Class A common stock in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares of EIC Class A common stock. In the event that a stockholder fails to comply with these procedures, its shares of EIC Class A common stock may not be redeemed.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the business combination, the Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved.

The Board is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, EIC is unable to consummate the business combination. If the adjournment proposal is not approved, the Board will not have the ability to adjourn the special meeting to a later date and, therefore, the business combination would not be completed.

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SPECIAL MEETING OF EIC STOCKHOLDERS

General

EIC is furnishing this proxy statement/prospectus/consent solicitation statement to EIC stockholders as part of the solicitation of proxies by the Board for use at the special meeting of EIC stockholders to be held on May 5, 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus/consent solicitation statement provides EIC’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact American Stock Transfer Company, LLC, the Transfer Agent.

Purpose of the EIC Special Meeting

At the special meeting, EIC is asking holders of EIC’s common stock to consider and vote upon:

•

a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

•

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment, and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

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Recommendation of the Board

The Board unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

Record Date; Persons Entitled to Vote

EIC has fixed 5:00 p.m. (New York City time) on March 17, 2021, as the record date for determining EIC stockholders entitled to notice of and to attend and vote at the special meeting. As of 5:00 p.m. (New York City time) on the record date, there were 34,375,000 shares of EIC common stock outstanding and entitled to vote. Each share of EIC common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

Vote Required

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, or the consent of the requisite Blade stockholders is not received, we will not consummate the business combination.

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Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the business combination proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal. However, abstentions will count as a vote “AGAINST” the charter proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of EIC common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of EIC common stock at the special meeting:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

•

You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website https://web.lumiagm.com/230208333. You will need your control number for access. If you do not have a control number, please contact American Stock Transfer & Trust Company, LLC.

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way EIC can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify EIC’s Secretary in writing before the special meeting that you have revoked your proxy; or

•

you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

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Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of EIC common stock, you may call Morrow Sodali, EIC’s proxy solicitor, at (800) 662-5200.

Redemption Rights

(i)

submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii)

certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii)

deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account, calculated as of two business days prior to the consummation of the business combination. As of March 17, 2021, the record date for the special meeting, this would amount to approximately $10.07 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of EIC common stock for cash and will no longer own the shares.

The business combination will not be consummated if EIC has Net Tangible Assets of less than $5,000,001.

The Sponsor and EIC’s officers and directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions. Holders of EIC warrants will not have redemption rights with respect to such securities.

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $276.9 million, or $10.07 per share, as of March 17, 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal.

Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal, including the business combination proposal, will have no impact on the amount you will receive upon exercise of your redemption rights.

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Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to 5:00 p.m. (New York City time) on May 3, 2021. If you deliver your shares for redemption to EIC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that EIC’s transfer agent return the shares (physically or electronically). You may make such request by contacting EIC’s transfer agent at the address listed elsewhere in this proxy statement/prospectus/consent solicitation statement.

Any corrected or changed proxy card must be received by EIC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. Any demand for redemption of public shares must be received by EIC’s transfer agent no later than 5:00 p.m. (New York City time) on May 3, 2021, and no demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to 5:00 p.m. (New York City time) on May 3, 2021.

If the business combination is not approved or completed for any reason, then EIC’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the funds held in the trust account. In such case, EIC will promptly return any shares delivered by public holders. Additionally, if EIC would be left with less than $5,000,001 of Net Tangible Assets, EIC will not be able to consummate the business combination.

The closing price of EIC Class A common stock on March 17, 2021, the record date for the special meeting, was $12.20 per share. The cash held in the trust account on such date was approximately $276.9 million (or $10.07 per public share). Prior to exercising redemption rights, stockholders should verify the market price of EIC Class A common stock as they may receive higher proceeds from the sale of their EIC Class A common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. EIC cannot assure its stockholders that they will be able to sell their shares of EIC Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of EIC have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

EIC is soliciting proxies on behalf of its Board. This solicitation is being made by mail. EIC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. EIC will bear the cost of the solicitation.

EIC has hired Morrow Sodali to assist in the proxy solicitation process. EIC will pay that firm a fee of $30,000 plus disbursements. Such payment will be made from non-trust account funds.

EIC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. EIC will reimburse them for their reasonable expenses.

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BLADE’S SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation

Blade stockholders are being asked to consent to the adoption of the Merger Agreement and approval of the Merger and the other Transactions (the “Blade Merger Proposal”).

Recommendation of the Blade Board of Directors

The Blade Board has (i) determined that the Blade Merger Proposal is advisable, fair to and in the best interests of Blade and its stockholders and (ii) approved the Merger Agreement, the Merger and the other Transactions. The Blade Board recommends that Blade stockholders consent to the Blade Merger Proposal and thereby adopt the Merger Agreement and approve the Merger and the other Transactions.

Record Date

The Blade Board has set March 26, 2021 (the “Blade record date”) as the record date for determining the Blade stockholders entitled to sign and deliver written consents with respect to the Blade Merger Proposal.

Blade Stockholders Entitled to Consent

Only Blade stockholders of record holding shares of Blade Stock as of 5:00 p.m. (New York City time) on the Blade record date are entitled to sign and deliver written consents with respect to the Blade Merger Proposal. As of 5:00 p.m. (New York City time) on the Blade record date, there were 13,706,294 shares of Blade Common Stock and 22,116,811 shares of Blade Preferred Stock outstanding and entitled to sign and deliver written consents with respect to the Blade Merger Proposal. You are urged to return a completed, dated and signed written consent by 5:00 p.m. (New York City time) on April 19, 2021.

Support Agreements

On December 14, 2020, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock as of such date delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. Each such Blade stockholder is obligated to deliver its written consent within ten (10) business days after this proxy statement/prospectus/consent solicitation statement is declared effective by the SEC. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For more information on the Support Agreements, see the section entitled “Certain Other Agreements Relating to the Transactions — Blade Stockholder Support Agreements.”

Consents; Required Consents

The adoption of the Merger Agreement and the approval of the Merger and the other Transactions require approval by the written consent of (i) the holders of a majority of the outstanding shares of Blade Common Stock and Blade Preferred Stock (on an as-converted-to-common stock basis) voting as a single class, and (ii) the holders of a majority of the issued and outstanding shares of Blade Preferred Stock voting as a separate class (together, the “Required Merger Approval”).

Submission of Consents

Blade stockholders may consent to the Blade Merger Proposal with respect to their shares of Blade Common Stock or Blade Preferred Stock by completing, dating and signing the written consent to be furnished to Blade stockholders and returning it to Blade.

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Once you have completed, dated and signed the written consent, Blade stockholders may deliver the written consent to Blade by faxing it to Blade Urban Air Mobility, Inc., Attention: General Counsel at (212) 967-1009, by emailing a .pdf copy to investors@flyblade.com or by mailing it to 31 Hudson Yards 11th Floor, New York, NY 10001.

Under the Merger Agreement, Blade has agreed to use its reasonable best efforts to obtain the Required Merger Approval by the date that is ten (10) business days after the date that the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement forms a part is declared effective by the SEC. Your prompt return of the written consent is important.

Executing Consents; Revocation of Consents

Blade stockholders may execute a written consent to approve the Blade Merger Proposal. A written consent to approve the Blade Merger Proposal is equivalent to a vote “FOR” such proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent with respect to the Blade Merger Proposal, it has the same effect as voting “AGAINST” the Blade Merger Proposal, as the case may be. Please note that the Merger cannot be completed unless the Blade Merger Proposal is approved by the Required Merger Approval.

If you are a record holder of shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date, you may change or revoke your written consent (subject to any contractual obligations you may otherwise have) at any time prior to 5:00 p.m. (New York City time) on April 19, 2021 (or, if earlier, before the consents of a sufficient number of shares to approve the Blade Merger Proposal have been delivered to the General Counsel of Blade). If you wish to change or revoke your consent before that time, you may do so by sending a notice of revocation by emailing a .pdf copy to investors@flyblade.com or by mailing it to 31 Hudson Yards 11th Floor, New York, NY 10001.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Blade. Officers and employees of Blade may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

Appraisal Rights

Pursuant to the Blade Amended and Restated Voting Agreement, Blade stockholders parties thereto have agreed to, among other things, refrain from exercising any dissenters’ or appraisal rights with respect to any such approved “Change of Control Transaction” under applicable law, including the DGCL, and to vote all shares that are owned or controlled by the Blade stockholders in favor of any such approved Change of Control Transaction.

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THE MERGER

General

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between EIC and Blade will be effected through the merger of Merger Sub with and into Blade, with Blade surviving such merger as a wholly owned subsidiary of EIC.

Merger Consideration

For more information, please see the summary of the Merger Agreement in the section entitled “—Certain Agreements Related to the Business Combination — Merger Agreement” below.

Impact of the Business Combination on the Post-Combination Company’s Public Float

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 4 — The Incentive Plan Proposal.”

	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%

(1)

(2)

Assumes all 27,500,000 shares of EIC Class A common stock will be redeemed.

(3)

Certain Blade stockholders have committed to purchase an aggregate of 210,000 shares of EIC

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Class A common stock in the PIPE Investment. Those shares are excluded from the ownership amounts for current holders of Blade Stock and Blade Options.

Name, Headquarters; Stock Symbols

The name of the post-combination company after the consummation of the Transactions will be Blade Air Mobility, Inc. and our headquarters will be located at 499 East 34th Street, New York, NY 10016. We intend to apply to continue the listing of the EIC Class A common stock and Public Warrants on Nasdaq and the EIC Class A common stock and Public Warrants will begin trading on the Nasdaq under the symbols “BLDE” and “BLDEW” respectively. As a result, EIC’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Background of the Transactions

EIC is a blank check company that was formed as a corporation in Delaware on May 24, 2019, solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The business combination with Blade is the result of an extensive search for a potential transaction, whereby EIC with the assistance of KSL, an affiliate of the Sponsor, evaluated over 40 potential targets utilizing EIC’s and KSL’s global network and the investing, operating and transaction experience of KSL, EIC’s management team, advisory partners and the Board. The terms of the Transactions are the result of arm’s-length negotiations between representatives of EIC and representatives of Blade over the course of three months. The following is a brief discussion of the background of these negotiations, the Merger Agreement and the Transactions. The following chronology does not purport to catalogue every conversation among representatives of EIC, KSL, Blade and other parties.

On September 17, 2019, EIC completed its initial public offering for which Deutsche Bank Securities Inc. (“Deutsche Bank”), Citigroup Global Markets Inc. (“Citigroup”) and J.P. Morgan Securities LLC (“J.P. Morgan”) served as book-running managers. The book-running managers will receive the deferred underwriting commission from EIC’s initial public offering in connection with the consummation of EIC’s initial business combination. Prior to the consummation of the EIC IPO, neither EIC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with EIC.

After the EIC IPO, EIC, with the assistance of KSL, commenced an active search for prospective businesses and assets to acquire. EIC’s goal was to identify and acquire a business within the travel and leisure industry with an overall transaction value between $500 million and $2.0 billion.

In general, EIC looked for acquisition targets that (i) operate in markets with strong fundamentals, based on several factors including: competitive dynamics, demand drivers, and projected supply growth, (ii) have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions and generating strong free cash flow, (iii) can benefit from EIC’s management and strategic operating team’s expertise, including improving operations with enhanced managing capabilities and growing travel and leisure companies, including consumer businesses in both the public and private markets, (iv) are ready for the next phase of growth, where EIC believes it can help the company grow strategically and where an acquisition or robust expansion may help facilitate such growth, (v) would be aided from EIC’s strategic operating team’s knowledge and expertise to drive growth and improve operations, for instance, through revenue-generating strategies, sales and marketing efforts, evaluating strategic partnerships or rationalizing expenses, (vi) can grow both organically and through acquisitions, thereby benefiting from EIC’s and KSL’s ability to source proprietary investment opportunities and (vii) have appropriate valuations with significant upside potential with limited downside risk. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be and were based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem and may have deemed relevant.

Representatives of EIC and KSL contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities. EIC and KSL evaluated over 40 potential acquisition targets, including targets that were identified by EIC’s management, advisory partners and representatives. In

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connection with evaluating such opportunities, representatives of EIC and KSL met and conducted preliminary discussions with representatives of, and commenced initial preliminary due diligence on, several potential target opportunities, and EIC and KSL entered into non-disclosure agreements in connection with certain of these acquisition opportunities (the terms of which did not restrict EIC from evaluating other acquisition opportunities). EIC and KSL submitted non-binding indications of interest or letters of intent to five such target opportunities, none of which were executed, either because EIC or KSL determined not to pursue them further in light of additional due diligence investigations and assessments of the targets or their businesses, industries or markets (including regarding the ongoing COVID-19 pandemic and its effects) or because the target companies did not seek to pursue a transaction with EIC or to become a publicly traded company. Representatives of EIC and KSL engaged in due diligence of potential targets by reviewing financial, commercial and other diligence materials and engaging in discussions with management and other individuals involved with these businesses. As EIC investigated and evaluated acquisition opportunities, EIC management, including its Chief Investment Officer, and investment professionals at the Sponsor regularly discussed these opportunities and the strategic benefits and risks of potential acquisitions with members of the EIC Board, including at the EIC Board’s regular meetings, and the EIC Board considered the other opportunities that had been explored in its evaluation of the Blade acquisition and determination that the Blade transaction was in the best interest of EIC’s stockholders.

In July and August 2020, Blade contacted and had preliminary discussions about a potential strategic partnership with Ross Aviation, LLC (“Ross Aviation”), a portfolio company of investment funds affiliated with the Sponsor and fixed base operator with operations in markets including Westchester, New York, Palm Springs, California and Cape Cod, Massachusetts. These discussions included multiple conversations between Robert Wiesenthal, Chief Executive Officer of Blade, Melissa Tomkiel, President and General Counsel of Blade and Daniel Rohan, a partner at KSL, over the course of which they discussed entry into a mutual non-disclosure agreement to allow for further information to be shared between Blade and KSL. Such mutual nondisclosure agreement (which did not contain any standstill or exclusivity provisions) was entered into between Blade and KSL Capital Partners Management V, LLC on September 9, 2020. Blade conveyed its interest in pursuing mutually beneficial partnerships with Ross Aviation and use of Ross Aviation’s facilities to expand Blade’s business and the markets in which it operated, and further discussions continued over the next several months.

Blade has informed us that, during the same period:

•

Blade had also been exploring potential strategic alternatives to raise additional capital for the growth of its business and these options included outreach to SPACs, a private capital raise and outreach to potential strategic investors;

•

in consultation with Blade’s financial advisor Credit Suisse Securities (USA) LLC (“Credit Suisse”), EIC was identified for outreach by Credit Suisse as a high-priority SPAC given EIC’s focus included identifying an acquisition target in the aviation sector; and

•

over the following weeks, Credit Suisse contacted and arranged for meetings with a number of SPACs and private investors, which included outreach to EIC and the Sponsor.

On September 10, 2020, a representative of Credit Suisse contacted KSL to discuss whether EIC would be interested in a transaction to raise additional growth capital for Blade and spoke with James Charles Martin, Chief Financial Officer of EIC and KSL, and Matt Karle, an investment professional at KSL, who had been involved in identifying potential investment opportunities for EIC and assisting EIC’s Chief Investment Officer with evaluating potential investment opportunities for EIC. During this conversation, Messrs. Martin and Karle indicated their interest in learning more about Blade.

On September 21, 2020, Mr. Karle spoke with William Heyburn, CFO and Head of Corporate Development at Blade, to discuss the Blade business plan and to arrange a meeting between the broader EIC and Blade teams. Later that day, Mr. Karle along with Michael Mohapp, Chief Investment Officer of EIC and an investment professional at KSL, met via video conference with Messrs. Wiesenthal and Heyburn, Ms. Tomkiel and Brandon Keene, Chief Technology Officer at Blade, along with a representative of Credit Suisse, where the Blade management team provided a detailed overview of the business and valuation ranges based on certain businesses that Blade management considered to be similar to Blade. Throughout the months of September, October and November 2020, EIC engaged in a business and financial due

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diligence review of Blade, and representatives of the parties held regular calls throughout the diligence process in furtherance of that review. During that review, EIC examined both the air mobility services launched by Blade in the preceding six years since its founding, as well as the market and customer opportunities that are expected to drive Blade’s future growth.

On September 23, 2020, Messrs. Mohapp and Karle spoke with a representative of Credit Suisse to discuss EIC’s desire for a more detailed review of Blade’s business plan and projections and a follow-up call was scheduled for later that afternoon. During that call, Messrs. Mohapp and Karle, along with Eric Affeldt, Chief Executive Officer and a board member of EIC, spoke with Messrs. Wiesenthal and Heyburn and Ms. Tomkiel who provided detailed information about the Blade business plan and strategy, including the potential for international expansion, the financial plan and the expected use of proceeds from the capital raised in a transaction. Blade provided the presentation to EIC following the meeting. Later that week, on September 25, 2020, Mr. Heyburn sent a detailed financial model prepared by Blade to Mr. Karle for EIC and KSL to review. On September 29, 2020, Mr. Karle and Mr. Heyburn spoke by phone to answer EIC’s diligence questions and Mr. Heyburn provided a detailed review of the financial model. Over the course of their meetings, representatives of Blade, EIC and KSL discussed how, in addition to the proceeds available from EIC’s trust account, secured commitments for a PIPE investment would be a component of a business combination transaction. The parties discussed the ability of EIC to successfully execute on a transaction that would raise the growth capital that Blade desired, including the experience of EIC’s sponsor, KSL, in the travel and leisure sector, along with KSL demonstrating its support for the transaction through committing to invest additional capital through the PIPE investment.

On September 25, 2020, a virtual data room (the “Virtual Data Room”) began to be populated with other due diligence materials including, among other things, organizational documents, financial statements and projections, intellectual property matters and legal and regulatory matters.

On October 2, 2020, Mr. Karle sent a draft of a non-binding letter of intent (the “Letter of Intent”) to Blade. The Letter of Intent contemplated a proposal for EIC to acquire all of the outstanding equity interests of Blade for approximately $356 million, composed entirely of equity consideration in EIC (valued at $10 per share of EIC Class A common stock). The valuation proposed by EIC in the Letter of Intent was below the low end of the ranges implied by the information provided by Blade. The Letter of Intent also contemplated that the parties would raise $100 million in cash proceeds from investors in a PIPE investment to provide capital for Blade to pursue additional growth opportunities and that KSL would provide up to $25 million of such investment. Included in the Letter of Intent was a request for an exclusivity period expiring on October 30, 2020, to allow EIC to complete its due diligence and EIC and Blade to meet with prospective investors for the PIPE investment, and to negotiate and finalize definitive documentation; during this period, EIC would also agree not to submit any written proposals for another investment or acquisition involving the SPAC. The Letter of Intent provided that the post-business combination board would have between nine to eleven members, two of which would be appointed by the Sponsor and the remaining seven to nine directors would be appointed by Blade. On October 4, 2020, Blade directed that a representative of Credit Suisse speak with Mr. Karle to discuss Blade’s interest in continuing to pursue a transaction with EIC and next steps with respect to the Letter of Intent. On October 5, 2020, Ms. Tomkiel sent a revised draft of the Letter of Intent to KSL, which contemplated that EIC would have at least $100 million in cash following the closing of the transaction after taking into account any redemptions and transaction expenses as a condition to closing. The revised draft of the Letter of Intent also provided that the post-combination board of directors would have nine members, two of which would be appointed by the Sponsor and the remaining seven directors would be appointed by Blade. Representatives of KSL and Blade discussed the terms that would be offered to PIPE investors, including whether any changes to the Sponsor’s economics would be required to secure PIPE investor commitments, with a base target of $50 million After several discussions between representatives of EIC, KSL and Blade, on October 6, 2020, KSL and Blade executed an updated Letter of Intent. Following the execution of the Letter of Intent, representatives of KSL and EIC, including Mr. Affeldt, and Martin Newburger, a board member of EIC and partner at KSL, along with Messrs. Mohapp and Karle and representatives of Deutsche Bank and the Blade management team and Credit Suisse, met via video conference to discuss next steps in the process. Also on October 6, 2020, EIC and KSL were granted access to the Virtual Data Room. The revised draft of the Letter of Intent did not alter the amount of the consideration to be received by the Blade equityholders.

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On October 7, 2020, the EIC Board met via video conference for its regular third quarter meeting where they discussed a potential business combination involving Blade and the terms of the executed Letter of Intent, which provided an update to the regular informal discussions that members of the EIC Board had between themselves and with Messrs. Mohapp and Karle about the potential business combination over the prior weeks.

Starting on October 7, 2020, through the execution of the Merger Agreement on December 14, 2020, EIC and Blade began to hold regular telephonic conferences to conduct due diligence. To support its review, EIC management and KSL directed their advisors to assist EIC in conducting such due diligence and also utilized the services of a leading consulting firm to assist and advise EIC regarding, among other things, Blade’s market opportunities and competitive landscape, including the potential growth and strategic plan of Blade. Over the succeeding months, EIC and its advisors also held telephonic and video conference diligence sessions with Blade management, where they investigated topics including the total addressable market for Blade’s services and Blade’s growth plan, planned use of proceeds from a transaction with EIC, overall strategy and infrastructure and discussed Blade’s preparation of audited financial statements and any potential changes resulting from the on-going audit. Representatives of EIC and KSL also met with some of Blade’s helicopter operators. EIC and its advisors also reviewed the materials provided in the Virtual Data Room and asked follow up questions about those materials which were addressed by Blade EIC management and representatives of KSL regularly updated EIC board members, certain of whom were regular participants in the ongoing meetings with Blade management and investor presentations.

During this period, representatives of EIC and KSL discussed with Deutsche Bank, which had served as a book-running manager for EIC’s initial public offering, its potential assistance with the private placement of equity securities of EIC in connection with a business combination with Blade (i.e., the PIPE Investment), and thereafter Deutsche Bank began assisting EIC in the preparation for meetings with potential investors in the PIPE Investment.

On October 15, 2020, representatives of EIC, including Messrs. Affeldt, Newburger, Mohapp and Karle along with Eric Resnick, Chief Executive Officer of KSL, traveled to New York City to meet with representatives of Blade, including Messrs. Wiesenthal, Keene and Heyburn and Ms. Tomkiel, and tour the Blade facilities, operations and products. On October 16, 2020, they met with Blade’s management team, including Messrs. Wiesenthal, Keene and Heyburn and Ms. Tomkiel, for in person due diligence sessions.

Between October 20 and October 23, 2020, Messrs. Wiesenthal and Heyburn and Ms. Tomkiel met in Denver with Messrs. Affeldt, Newburger, Mohapp and Karle. During these meetings, the parties worked to finalize Blade’s financial model and investor presentation that would be used to present the investment opportunity to potential PIPE investors. The parties discussed the potential for strategic partnerships between Blade and portfolio companies of investment funds affiliated with KSL, including Ross Aviation, and included references to the benefits of such potential partnerships in the investor presentation for potential PIPE investors. On October 21, 2020, the parties met with Brian Corbett, Chief Executive Officer at Ross Aviation, to discuss a potential strategic partnership between Blade and Ross Aviation. Over the next several weeks through the start of meetings with investors on November 11, 2020, representatives of EIC, Blade, Deutsche Bank and Credit Suisse held several video conference meetings and conference calls to discuss and prepare the investor presentation.

On October 30, 2020, the Blade and Ross Aviation management teams met via video conference to continue discussions about a potential business partnership following the announcement of the EIC business combination.

On November 2, 2020, a draft investor presentation for the PIPE Investment was shared with the EIC Board who were asked for their feedback. Various members of the EIC Board provided feedback and their comments were incorporated into the presentation.

On November 6, 2020, EIC executed an engagement letter with Deutsche Bank, Credit Suisse, Citigroup and J.P. Morgan (collectively, the “Placement Agents”) to act as placement agents in connection with the PIPE Investment. Deutsche Bank, Citigroup and J.P. Morgan were later also engaged as capital markets financial advisors to EIC. With authorization from EIC and Blade, representatives of the Placement Agents began to contact potential investors to discuss their interest in making an equity investment in EIC pursuant to the PIPE Investment.

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On November 10, 2020, the EIC Board had an informal update via video conference with Messrs. Mohapp and Karle in attendance on the potential business combination of EIC and Blade and the commencement of meetings with potential investors in the PIPE Investment.

From November 11, 2020, through December 11, 2020, representatives of EIC (including several members of the EIC Board), the Blade management team and representatives of Deutsche Bank and Credit Suisse hosted numerous discussions with potential investors regarding the possibility of their making an equity investment in EIC pursuant to the PIPE Investment.

On November 13, 2020, KSL and Blade executed an amendment to the Letter of Intent, which extended the exclusivity period from October 30, 2020 to December 11, 2020.

On November 18, 2020, Simpson Thacher & Bartlett LLP (“Simpson Thacher”), outside counsel to EIC for the business combination, delivered a high-level term sheet to Blade and Proskauer Rose LLP (“Proskauer”), outside counsel to Blade for the business combination, describing the proposed material terms of the Merger Agreement and other transaction documents. The term sheet was generally consistent with the terms outlined in the Letter of Intent and provided more detail on the proposed closing conditions for the transaction, registration rights for certain investors and a six month post-closing lock-up for certain significant stockholders of Blade and the Sponsor. The term sheet also contemplated that certain significant stockholders of Blade would enter into voting and support agreements which would provide EIC and its stockholders with greater closing certainty. Also on November 18, 2020, Mr. Karle, as a representative of EIC, visited the Blade headquarters in New York City to discuss the term sheet and other aspects of the potential business combination of EIC and Blade with the Blade management team. On November 20, 2020, Simpson Thacher delivered a high level overview of documentation and work streams for the business combination. Following review of the term sheet and document workstreams, representatives of Blade told Mr. Karle that EIC should proceed with preparing definitive documents on the basis of the term sheet and document workstreams. Over the course of the following weeks, Simpson Thacher conducted a legal diligence review and asked questions of Blade’s management and advisors through diligence requests and discussions with management relating to Blade’s operations, contracts and risk profile.

On November 24, 2020, following review by EIC and Blade, Simpson Thacher delivered a draft subscription agreement to Deutsche Bank for review by potential investors of the PIPE Investment. Over the following weeks, representatives of EIC, Blade, Simpson Thacher and the Placement Agents negotiated the final form of the subscription agreement with investors.

On November 30, 2020, Simpson Thacher delivered a draft Merger Agreement to Blade and Proskauer reflecting the terms that had been outlined in the term sheet delivered on November 18, 2020. From November 30, 2020 through December 14, 2020, the parties and their advisors negotiated the Merger Agreement and related transaction documents. Significant areas of discussion and negotiation included, among other things: (i) the level of conditionality in the Merger Agreement, including with regard to whether obtaining a legal opinion as to the tax treatment of the Merger for Blade’s stockholders would be a condition to Blade’s closing obligations; (ii) Blade’s ability to hire new employees or grant equity securities prior to the closing of the Merger and (iii) the scope of the representations and warranties and covenants of the parties. The draft Merger Agreement provided that the equity holders (including option holders) of Blade would receive aggregate merger consideration of EIC Class A Common Stock on a fully-diluted basis reflecting the Blade valuation agreed upon in the Letter of Intent at a reference price of $10 per share of EIC Class A Common Stock. The aggregate merger consideration provided in the Merger Agreement meant that the aggregate ownership percentage of the post-combination company by Blade equityholders would not change because of changes prior to closing in the number of shares of Blade Stock or equity awards.

On December 3, 2020, Simpson Thacher delivered to Blade and Proskauer a draft form of Support Agreement, pursuant to which certain Blade stockholders, including Mr. Wiesenthal, would agree to, among other things, irrevocably and unconditionally execute a written consent to adopt and approve the Merger Agreement. Collectively, the Blade stockholders that would be party to the Support Agreements would hold greater than a majority of (i) the outstanding Blade Common Stock and the outstanding Blade Preferred Stock (voting as a single class on an as-converted basis) and (ii) the outstanding Blade Preferred Stock voting as a separate class. From December 3, 2020 through December 14, 2020, Simpson Thacher and Proskauer exchanged drafts and held conference calls to finalize the Support Agreements. In these exchanges

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and calls, among other topics and as further described below, the parties discussed various alternatives to those Blade shareholders who would execute such agreements to adopt and approve the Merger Agreement.

On December 4, 2020, Blade held a legal due diligence call with representatives of Proskauer, Simpson Thacher, EIC and KSL in attendance. On this call, representatives of Simpson Thacher asked Blade questions relating to various legal and regulatory matters in continuation of its diligence efforts.

On December 7, 2020, Simpson Thacher delivered to Blade and Proskauer a draft Sponsor Letter Agreement, pursuant to which the Sponsor would agree to, among other things, vote its shares in favor of the business combination and not to transfer its Founder Shares or Private Placement Warrants until 180 days after the closing of the business combination. From December 7, 2020 through December 14, 2020, Simpson Thacher and Proskauer exchanged drafts and held conference calls to finalize the Sponsor Letter Agreement. These negotiations focused on the scope of the Sponsor’s obligations not to take actions that could impede the transaction and were resolved with the Sponsor being subject to similar obligations as the Blade stockholders that were party to the Support Agreements.

On December 7, 2020, Mr. Karle updated the EIC Board on the status of the transaction, supplementing prior updates given to members of the EIC Board over the prior month.

On December 8, 2020, Proskauer delivered its comments to the draft Merger Agreement previously circulated by Simpson Thacher, proposing several changes including, among others, a condition to the closing of the Merger that Blade obtain a legal opinion as to the tax free treatment of the Merger, the elimination or narrowing of certain interim operating covenants, including those regarding issuances of equity securities prior to closing of the Merger and changes to EIC’s right to terminate the Merger Agreement should the written consent of Blade stockholders not be delivered by an agreed deadline following the effectiveness of the registration statement.

On December 8, 2020, Simpson Thacher delivered to Proskauer an initial draft of the Investor Rights Agreement. From December 8, 2020 through December 14, 2020, Simpson Thacher and Proskauer exchanged drafts and held conference calls to finalize the Investor Rights Agreement. The initial draft provided that the Sponsor would initially be entitled to appoint two board members of the post-combination company reflecting the composition agreed upon in the Letter of Intent, with step downs based on the Sponsor’s ownership following closing. Significant issues included the scope of the registration rights, confidentiality obligations and board designation and registration rights for Mr. Wiesenthal.

On December 9, 2020, Simpson Thacher delivered to Proskauer revised drafts of the Merger Agreement, Support Agreement and Sponsor Letter Agreement. The draft Merger Agreement removed the receipt by Blade of a legal opinion as to the tax-free treatment of the Merger as a condition to closing, the draft Support Agreement restored several of EIC’s prior positions in the draft, and the Sponsor Letter Agreement revised the terms of the Sponsor’s obligations with respect to the transaction. Also on December 9, 2020, Simpson Thacher delivered to Proskauer drafts of the Omnibus Incentive Plan and amended and restated organizational documents for EIC to be entered into following the Closing.

On December 10, 2020, Proskauer delivered to Simpson Thacher and EIC a revised draft of the Merger Agreement that, among other things, added back the receipt of an opinion as to the tax-free treatment of the Merger as a condition to closing.

On December 11, 2020, the EIC Board met via video conference with Messrs. Mohapp and Karle and representatives of Simpson Thacher in attendance. At the meeting, the EIC Board discussed updates on the business combination, including the status of the PIPE Investment, and reviewed the terms of the Merger Agreement and other transaction documentation. Mr. Karle reviewed the transaction workstreams and updated the EIC Board on their progress. As part of this review, Mr. Karle discussed the status of the PIPE Investment with the EIC Board, including that the investment was oversubscribed from its initial target of $100 million and that KSL might reduce its PIPE investment below $25 million to provide other investors with the opportunity to participate. Representatives of Simpson Thacher provided an overview of the EIC Board’s fiduciary duties in connection with the EIC Board’s evaluation of a transaction and answered questions from the EIC Board about those duties in the context of the Blade transaction. Representatives of Simpson Thacher then reviewed the terms of the Merger Agreement and other transaction documentation and the key open points in the agreements, including Blade’s position requiring delivery of an opinion as to

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the tax treatment of the business combination and the terms of the proposed voting commitment of Blade stockholders holding at least a majority of the shares of Preferred Stock and Common Stock necessary for approval of the Transactions. Representatives of Simpson Thacher also discussed with the EIC Board the terms of the PIPE Investment, including that the Sponsor or an affiliate thereof would purchase up to $25 million of EIC Class A common stock. Mr. Newburger discussed with the EIC Board that some of the strategic initiatives that Blade may pursue could be with affiliates of KSL, including Ross Aviation and other portfolio companies. Following this discussion, Messrs. Newburger, Mohapp and Karle along with representatives of Simpson Thacher left the meeting and the members of the EIC Board not affiliated with KSL met in executive session.

Also on December 11, 2020, Proskauer sent a revised draft of the Support Agreement to Simpson Thacher and EIC pursuant to which the stockholders party to the Support Agreement would be obligated to vote no more than 30% of the outstanding Common Stock and Preferred Stock if the Blade Board were to change its recommendation that Blade stockholders vote in favor of the Merger and the Transactions. Proskauer also sent revised drafts of the Investor Rights Agreement and Sponsor Letter Agreement to Simpson Thacher and EIC changing, among other things, thresholds for the exercise of the Sponsor’s demand registration rights and covenants restricting actions by the Sponsor during the period before Closing. During the day, Proskauer and Simpson Thacher also exchanged drafts of the disclosure schedules to the Merger Agreement and over the succeeding days held discussions to discuss questions and finalize the disclosure schedules.

Later in the evening of December 11, 2020, Simpson Thacher delivered a revised draft of the Merger Agreement to Proskauer and Blade and following discussions the next day, Simpson Thacher and Proskauer exchanged drafts of the Merger Agreement and Sponsor Letter Agreement. Over the course of the following days as allocations for the PIPE Investment were being finalized, based on the demand and oversubscription for the PIPE Investment, representatives of EIC, KSL and Blade discussed and decided to increase the size of the PIPE Investment to $125 million.

On December 13, 2020, Simpson Thacher sent revised drafts of the Merger Agreement and Investor Rights Agreement to Blade and Proskauer and, during the course of the day, representatives of Simpson Thacher and Proskauer had ongoing discussions about these and the other transaction documents. In the evening of December 13, 2020, the Blade Board met via video conference with Blade management and representatives of Credit Suisse and Proskauer in attendance. At the meeting, the Blade Board discussed the proposed business combination with Blade management and its advisors who answered questions about the Transactions. Following this discussion, the Blade Board unanimously approved by written consent on December 14, 2020, the Merger Agreement and the Transactions, including the Merger, and recommended that the stockholders of Blade vote to adopt and approve the Merger Agreement and the Transactions, including the Merger.

Also on December 13, 2020, representatives of Blade, EIC, KSL, Proskauer and Simpson Thacher met via video conference and telephonically to discuss open points in the Merger Agreement and related documents, including the scope of the covenants governing Blade’s operations between execution of the Merger Agreement and the closing of the business combination. During this meeting and other discussions, the parties worked through the effects of the proposed covenants and information and consent rights that EIC would have over operations of Blade between the execution of the Merger Agreement and the closing of the business combination and how this would interact with Blade’s management team being able to operate the business in the ordinary course. Over the course of the next day, representatives of Blade, EIC, KSL, Proskauer and Simpson Thacher continued to exchange drafts of the Merger Agreement and related documentation and finalized the documentation with the investors in the PIPE Investment.

In the evening on December 14, 2020, the EIC Board met with representatives of KSL and Simpson Thacher in attendance. At the meeting, representatives of Simpson Thacher updated the EIC Board on the changes to the Merger Agreement and other transaction documents since their prior meeting and the EIC Board and representatives of KSL discussed the upsizing of the PIPE Investment to $125 million. Following this discussion, the EIC Board unanimously approved the proposed business combination and recommended that the stockholders of Blade vote to approve the Merger.

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Following the meeting of the EIC Board, the parties finalized the Merger Agreement and the related transaction documentation. The Merger Agreement and related transaction documents were signed later that night, and EIC entered into the Subscription Agreements with the PIPE investors.

On the morning of December 15, 2020, prior to the commencement of trading of the shares of EIC common stock on Nasdaq, the parties issued a press release announcing the Transactions.

Following the announcement of the Transactions, Blade management continued its discussions with Ross Aviation about a strategic partnership and representatives of EIC and KSL participated in such discussions. On January 8, 2021, the companies announced a pilot program to launch commuter services between Westchester/Connecticut and New York City and that they would work together to develop plans for a vertiport in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

EIC’s Board of Directors’ Reasons for Approval of the Transactions

The EIC Board, in evaluating the Transactions, consulted with EIC’s management and leading consulting, legal and financial advisors. In unanimously (i) resolving that it is in the best interests of EIC and its stockholders, and declaring it advisable, to enter into the Merger Agreement, (ii) approving the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of the Merger Agreement, and (iii) adopting a resolution recommending the Merger Agreement be adopted by EIC’s stockholders, the EIC Board considered and evaluated a number of factors, including the factors discussed below. The EIC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The EIC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of EIC’s reasons for the Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The EIC Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Merger Agreement and the Transactions , including but not limited to, the following material factors:

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Reasonableness of Aggregate Consideration. Following a review of the financial data provided to EIC, including Blade’s historical financial information and certain unaudited projected financial information, EIC’s due diligence review of the Blade business and the support for the valuation of Blade implied by the Transactions indicated by the successful commitments obtained in the PIPE Investment, the EIC Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data and financial information.

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Opportunities for Growth in Revenues and Adjusted EBITDA. With a strategic plan that involves providing Blade’s existing services to its existing customers, extending Blade’s platform to capture significant addressable markets in the Northeast Corridor and West Coast (as further described in “Information about Blade — Our Strategy”) and positioning Blade to introduce EVA to Blade’s vertical transportation markets, the EIC Board believed Blade’s forecast information that Blade, on a pro forma basis, could achieve (i) annual revenue of approximately $402 million and adjusted EBITDA of approximately $81 million in 2024 prior to the introduction of passenger EVA and (ii) annual revenue of approximately $601 million and adjusted EBITDA of approximately $179 million in 2025 following the introduction of passenger EVA, in the case of each of clauses (i) and (ii), assuming successful implementation of the anticipated strategies and applicable initiatives, including the forecasted timeline and success of introducing passenger EVA services.

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Positioned for Leadership in Global Air Mobility. Blade has methodically built and secured the infrastructure, technology and customer base required to introduce EVA to Blade’s vertical transportation markets, creating a platform for global expansion. The EIC Board believed that Blade’s network of operators, intellectual property and proprietary platform position it for significant strategic and financial flexibility to accelerate growth.

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Business and Financial Condition and Prospects. After conducting extensive due diligence, along with their familiarity with Blade’s business from other commercial experiences, the EIC Board and EIC management had knowledge of, and were familiar with, Blade’s business, financial condition, results of operations and future growth prospects. The EIC Board considered the results of the due diligence review of Blade’s business, including its addressable market, its technology platform, brand and network of terminals, its customers, the ongoing and potential impacts of COVID-19 on its business, as well as the competitive environment in which Blade operates. The EIC Board also considered Blade’s current prospects for growth in executing upon and achieving its business plan, as well as Blade’s ability to extend the reach of its existing platform by expanding into new regions, integrating EVA into its services and executing on new strategic partnerships.

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Commitment of Blade’s Owners. The EIC Board believed that Mr. Wiesenthal and other current equity holders of Blade continuing to own close to half of the post-combination company on a pro forma, fully-diluted basis (approximately 43.2%, assuming that no shares of EIC’s Class A common stock are elected to be redeemed by EIC stockholders and excluding the impact of the shares of EIC’s Class A common stock underlying the warrants) reflected such equityholders’ belief in and commitment to the continued growth prospects of Blade going forward.

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Experienced, Proven and Committed Management. The EIC Board considered the fact that the post-combination company will be led by the senior management team of Blade, which has over 90 years of cumulative industry or functional experience and a proven track record of operational excellence, financial performance, growth and ongoing capabilities for innovation. The EIC Board also believed that the willingness of Blade’s management team to rollover the entirety of their equity stake and agree to prohibitions on the transfer of those shares for a period of time following the consummation of the Transactions, reflected management’s belief in and commitment to Blade’s continued growth following the consummation of the Transactions.

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Post-Combination Board of Directors. The EIC Board considered the fact that the board of directors of the post-combination company would be a balanced and independent board of directors (rather than one controlled by any former stockholder of Blade or by the Sponsor).

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Liquidity Needs. The EIC Board considered the risk that the current public stockholders of EIC could redeem their public shares for cash upon consummation of the Transactions, thereby reducing the amount of cash available to EIC following the Transactions. The EIC Board considered the condition under the Merger Agreement for the consummation of the Transactions that at least $100 million of cash be available after giving effect to any redemptions in order to ensure that the post-combination company had capital for its growth strategies. The EIC Board determined that the PIPE Investment would ensure the funds to complete the Transactions would be readily available and also provide capital for the use of the combined company thereafter.

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Blade Being an Attractive Target. The EIC Board considered the fact that Blade (i) is of a size relevant to the public marketplace, (ii) has a strong existing management team, (iii) has a significant total addressable market and growth expansion opportunities, (iv) provides an opportunity for operational improvement and (v) would benefit from the consummation of the Transactions as a result of becoming a public company and the infusion of additional capital from EIC and the PIPE Investment, which the EIC Board believed would improve Blade’s ability to grow.

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Other Alternatives. EIC raised $275,000,000 in September 2019, with the objective of consummating an attractive business combination. Since that time, as more fully described in “The Merger — Background of the Transactions,” EIC has evaluated a number of businesses but has been most impressed by the Blade business. The EIC Board believed, based upon the Transaction terms and its financial analysis, that the Transactions create the best available opportunity to maximize value for EIC stockholders.

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Support of Blade’s significant stockholders. The EIC Board considered the fact that Blade stockholders that collectively held 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock would enter into support agreements pursuant to which they would execute a written consent approving the Merger, which provided EIC stockholders greater certainty that the conditions to closing of the business combination would be satisfied.

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Terms of the Merger Agreement and the Related Agreements. The EIC Board considered the terms and conditions of the Merger Agreement and the related agreements and the Transactions, including the Merger, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions as well as the strong commitment by both Blade and EIC to complete the Transactions.

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Independent Director Role. The EIC Board includes three independent directors who are not affiliated with the Sponsor and its affiliates. In connection with the Transaction, EIC’s independent directors, Brian C. Witherow, Rafael Pastor and Edward Philip, took an active role in evaluating the proposed terms of the Transactions, including the Merger Agreement, the related agreements and the amendments to EIC’s certificate of incorporation to take effect upon the completion of the Transactions. EIC’s independent directors evaluated and unanimously approved, as members of the EIC Board, the Merger Agreement and the related agreements and the Transactions.

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Opportunities for Strategic Partnerships and Continuation of KSL Relationship. The EIC Board considered the opportunities for the combined company to pursue strategic partnerships including the fact that some of these opportunities could be with portfolio companies affiliated with the Sponsor, including with Ross Aviation. The EIC Board also considered that KSL would continue to be involved with the post-business combination company through its equity ownership and board representation rights and the possibility of continuing to leverage KSL’s experience, expertise and connections. As part of this, the EIC Board considered that Messrs. Affeldt and Philip would serve as directors on the post-combination board of directors pursuant to the Sponsor’s board nomination rights and the industry connections and expertise that these directors could bring to the post-combination company.

The EIC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Transactions, including, but not limited to, the following:

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Macroeconomic Risks. Macroeconomic uncertainty, including the ongoing and potential impact of the COVID-19 pandemic, and the effects they could have on the combined company’s revenues.

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Benefits May Not Be Achieved. The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe.

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Growth Initiatives May Not be Achieved. The risk that the growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

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No Third-Party Valuation. The risk that EIC did not obtain a third-party valuation or fairness opinion in connection with the Transactions.

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The Rights of the Sponsor and Certain Blade Stockholders Pursuant to the Investor Rights Agreement. The risks relating to the rights granted to the Sponsor and certain Blade stockholders pursuant to the Investor Rights Agreement, including the Sponsor’s right to nominate up to two directors to the EIC Board.

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Regulatory Risks. The risks of changes in Blade’s regulatory environment, including aviation laws and regulations, and the possibility that approval of EVA may be delayed.

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Liquidation. The risks and costs to EIC if the business combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in EIC being unable to effect a business combination within the completion window and force EIC to liquidate.

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Stockholder Vote. The risk that EIC’s stockholders may object to and challenge the Transactions and take action that may prevent or delay the consummation of the Transactions, including to vote down the proposals at the special meeting or redeem their shares.

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Blade’s History of Losses and Potential Future Losses. The fact that Blade has incurred significant losses since its inception and expects that its expenses may continue to exceed revenue as it pursues growth initiatives.

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Closing Conditions. The fact that completion of the Transactions is conditioned on the satisfaction of certain closing conditions that are not within EIC’s control.

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EIC Stockholders Holding a Minority Position in the Post-Combination Company. The risk that EIC stockholders will hold a minority position in the post-combination company (approximately 33.3%, assuming that no shares of EIC’s Class A common stock are elected to be redeemed by EIC stockholders and the assumption of Blade’s outstanding options and excluding the impact of the shares of EIC’s Class A common stock underlying the warrants and those anticipated to be reserved under a new equity incentive plan), which may reduce the influence that EIC’s current stockholders have on the management of EIC.

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Litigation. The possibility of litigation challenging the Transactions or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Transactions.

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Fees and Expenses. The fees and expenses associated with completing the Transactions.

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Other Risks. Various other risks associated with the business of Blade, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus/consent solicitation statement.

In addition to considering the factors described above, the EIC Board also considered that:

•

Interests of Certain Persons. Some officers and directors of EIC as well as the Sponsor and its affiliates may have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of EIC’s stockholders (see section entitled “The Merger — Interests of Certain Persons in the Business Combination”). EIC’s independent directors reviewed and considered these interests during the negotiation of the Transactions and in evaluating and unanimously approving, as members of the EIC Board, the Merger Agreement and the Transactions.

The EIC Board concluded that the potential benefits that it expected EIC and its stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The EIC Board also noted that EIC stockholders would have a substantial economic interest in the combined company (depending on the level of EIC stockholders that sought redemption of their public shares into cash). Accordingly, the EIC Board unanimously determined that the Merger Agreement and the related agreements and the Transactions, were advisable, fair to, and in the best interests of EIC and its stockholders.

Blade’s Board of Directors’ Reasons for Approval of the Transactions

After consideration, the Blade Board unanimously adopted resolutions determining that the Merger Agreement, the Merger and the Transactions were advisable and in the best interests of Blade and its stockholders, adopting and approving the Merger Agreement and the Transactions, including the Merger, and directing that the Merger Agreement be submitted to the holders of Blade Common Stock and Blade Preferred Stock for their approval and adoption. The Blade Board recommends that the holders of Blade Common Stock and Blade Preferred Stock adopt and approve the Merger Agreement and the Transactions by executing and delivering the written consent to be furnished to them.

In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement and resolving to recommend that Blade stockholders adopt and approve the Merger Agreement and thereby approve the Merger and the Transactions, the Blade Board consulted with Blade’s management, as well as its financial and legal advisors, and considered a number of factors, including its knowledge of Blade’s business, operations, financial condition, earnings and prospects, and its knowledge of the financial and capital markets. Among the various factors that the Blade Board considered in favor of its decision are:

•

Other Alternatives. It is the belief of Blade’s Board, after review of alternative strategic opportunities from time to time, including strategic transactions with other partners and the possibility of, and benefits and risks associated with, continuing to operate Blade as an independent, stand-alone entity, that the proposed Merger represents the best potential transaction for Blade to create greater value for Blade stockholders, while also providing greater liquidity for its stockholders by owning stock in a public company.

•

Terms of the Merger Agreement. The Blade Board considered the terms and conditions of the Merger Agreement, including but not limited to the nature and scope of the closing conditions, the

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lack of an indemnity for which the Blade stockholders would be liable and the likelihood of obtaining any necessary regulatory approvals, in addition to the Transactions, including the Merger.

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Consideration Received by Blade Stockholders. Blade’s Board considered the amount of consideration to be received by the Blade stockholders in the Merger under the terms and conditions of the Merger Agreement.

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Size of Post-Combination Company. The Blade Board considered the Merger implied enterprise value of approximately $356 million for Blade, providing Blade’s stockholders with the opportunity to go forward with ownership in a public company with a larger market capitalization.

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PIPE Investments. The Blade Board considered the $125 million fully committed PIPE Investment, providing Blade with additional working capital following the Merger to execute upon its growth strategy.

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Benefit from Being a Public Company. The Blade Board believes that under new public ownership it will have the flexibility and financial resources to pursue and execute a growth strategy to increase revenues and stockholder value and will benefit from being publicly traded, and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

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Potential Partnership Opportunities. The Blade Board also considered that EIC’s affiliation with KSL Capital Partners could provide partnership and other opportunities, including with Ross Aviation, a portfolio company of KSL Capital Partners, to expand its operations and execute upon its growth strategy.

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Sponsor Letter Agreement. The Blade Board considered that the Sponsor entered into an agreement with EIC pursuant to which the Sponsor has agreed to vote shares representing approximately 20% of the aggregate voting power of the EIC common stock in favor of the proposals required to effect the Merger.

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Support Agreements. The Blade Board considered that certain Blade stockholders entered into the Blade Support Agreements with EIC, whereby such stockholders, promptly following the SEC declaring effective the registration statement of which this proxy statement/prospectus/consent solicitation statement is a part, would execute and deliver a written consent with respect to the outstanding shares of Blade Common Stock and Blade Preferred Stock, which represent approximately 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock, adopting the Merger Agreement and approving the Merger, subject to certain exceptions. For additional information, see “Certain Other Agreements Relating to the Transactions — Blade Stockholder Support Agreements.”

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Investor Rights Agreement. The Blade Board also considered that EIC entered into an Investor Rights Agreement with certain stockholders. Under the Investor Rights Agreement, EIC agreed to provide, among other things, customary demand, shelf and piggy-back registration rights, subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement, certain parties will agree not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own at Closing for certain time periods specified therein. For additional information, see “Certain Other Agreements Relating to the Transactions — Investor Rights Agreement.”

The Blade Board also considered various negative factors in making its decision, including:

•

Risk that Merger may not be completed. The Blade Board considered the risk that the Merger might not be consummated in a timely manner or at all, due to a lack of stockholder approval or failure to satisfy various conditions to closing.

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Impact on reputation and business if the Merger is not completed. The Blade Board considered the possibility that the Merger might not be completed in a timely manner or at all and that there may be an adverse effect of the public announcement of the Merger on Blade’s reputation and business in the event the Merger is not completed in a timely manner or at all.

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•

Expenses and challenges. The Blade Board considered the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the companies.

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Costs of being a public company. The Blade Board considered the additional public company expenses and obligations that Blade’s business will be subject to following the Merger to which it has not previously been subject.

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Restrictions on operation of Blade’s business. The Blade Board considered the fact that, although Blade will continue to exercise, consistent with the terms and conditions of the Merger Agreement, control and supervision over its operations prior to the completion of the Merger, the Merger Agreement generally obligates Blade, subject to EIC’s prior consent (which consent may not be unreasonably withheld, delayed or conditioned), to conduct its business in the ordinary course of business consistent with past practice and in accordance with specified restrictions, subject to certain exceptions, which might delay or prevent Blade from undertaking certain business opportunities that might arise pending completion of the Merger.

•

Interests of Blade executive officers and directors. The Blade Board considered the fact that certain executive officers and directors of Blade have interests in the Merger that may be different from, or in addition to, the interests of Blade stockholders generally, including the manner in which they would be affected by the Merger, and the other matters disclosed in the section titled “The Merger — Interests of Certain Persons in the Business Combination.”

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Other risks. The Blade Board considered various other risks associated with the combined organization and the Merger, including the risks described in the section titled “Risk Factors.”

The foregoing discussion of the factors considered by Blade’s Board is not intended to be exhaustive, but, rather, includes the material factors considered by Blade’s Board. In reaching its decision to unanimously approve, and declare advisable, the Merger Agreement, the Merger and the Transactions, Blade’s Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. Blade’s Board considered all these factors as a whole, including discussions with, and questioning of, Blade’s management and financial and legal advisors, and, overall, considered these factors to be favorable to, and to support, its determination.

Blade’s Board concluded that the potentially negative factors associated with the business combination were outweighed by the potential benefits that it expected Blade stockholders would receive as a result of the business combination, including the belief of Blade’s Board that the business combination would maximize the immediate value of shares of Blade Common Stock and Blade Preferred Stock and reduce the risk and uncertainty affecting the future prospects of Blade. Accordingly, Blade’s Board determined that the Merger and the Transactions are advisable and in the best interests of Blade and its stockholders, and unanimously approved, and declared advisable, the Merger Agreement, the Merger and the Transactions.

Certain Forecasted Financial Information for Blade

Prior to approval by the Board of the Transactions and the execution of the Merger Agreement and related agreements, Blade provided EIC with internally prepared forecasts, including for calendar years 2020 through 2026. This forecast was thereafter updated through consultation between Blade and EIC management.

This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP with respect to forward looking financial information. The forecasts include Adjusted EBITDA which is a non-GAAP financial measure. Due to the forward-looking nature of these projections, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available and EIC’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by EIC’s management may not be comparable to similarly titled amounts used by other companies.

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As a private company, Blade does not, as a matter of course, make public projections as to future performance, revenues, earnings or other results of operations. The forecasts were prepared solely for internal use, capital budgeting and other management purposes and assumed the addition of growth capital for Blade’s growth and strategic plans. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or equity or debt holders.

Blade believes that the assumptions used to derive its forecasts are both reasonable and supportable. In preparing the forecasts, Blade management relied on a number of factors, including the executive team’s significant experience in the urban air mobility, information technology and mergers and acquisitions sectors and the historical performance of Blade. The forecasts, while presented with numerical specificity, reflect numerous assumptions with respect to Blade’s performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Blade’s control. Multiple factors, including those described herein could cause the forecasts or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the forecasts will be realized or that actual results will not be significantly higher or lower than projected.

The selected forecasted financial information included in this proxy statement/prospectus/consent solicitation statement has been prepared by, and is the responsibility of, Blade’s and EIC’s management. Its provision herein does not constitute an admission or representation by EIC, Blade or any other person that this information is material. This forecast information is not provided to influence decisions regarding whether to vote for the merger or any other proposal.

Marcum LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying selected forecasted financial information and, accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect thereto. The Marcum LLP reports included in this proxy statement/prospectus/consent solicitation relate to Blade’s and EIC’s previously issued financial statements, respectively. They do not extend to the selected forecasted financial information and should not be read to do so.

The following table presents the selected forecasted financial information that EIC management reviewed with the Board:

	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

This summary of the forecasts is not being included in this proxy statement/prospectus/consent solicitation statement to influence your decision whether to vote in favor of any proposal. None of Blade, EIC, or their respective affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ from the forecasts, and none of them undertake any obligation to update or otherwise revise or reconcile the forecasts to the post-combination company’s fiscal year, which ends on September 30, or to reflect circumstances existing after the date the forecasts were generated, including in respect of the potential impact of the COVID-19 pandemic (or any escalation thereof), or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the forecasts are shown to be in error, in each case, except as may be required under applicable law. While presented with numerical specificity, these forecasts were based on numerous variables and assumptions known to Blade or EIC at the time of preparation. These variables and assumptions are inherently uncertain and many are beyond the control of Blade or EIC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Blade (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic

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conditions and other factors described or referenced under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of the forecasts in this proxy statement/prospectus/consent solicitation statement should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts. For all of these reasons, the forward-looking financial information described above and the assumptions upon which they are based (i) are not guarantees of future results, (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties, and readers of this proxy statement/prospectus/consent solicitation are cautioned not to rely on them.

Comparable Company Analysis

EIC management’s review of the Blade transaction included a comparable company analysis to assess the value that the public markets would likely ascribe to EIC following a business combination with Blade and this analysis was shown to the EIC Board. The comparable company analysis was prepared by Blade’s management. The relative valuation analysis was based on selected publicly-traded companies that (1) have disruptive technology platforms, (2) operate in the luxury brands sector, (3) operate in the asset-light logistics and transportation sector or (4) were the subject of recent electric transportation and mobility SPAC transactions. The comparable companies were selected by Blade as publicly traded companies having common characteristics with Blade’s business model and the sectors in which it operates (but, for the avoidance of doubt, each of the selected companies is not necessarily a direct competitor of Blade). The comparable companies included in the analysis consisted of (1) the following companies with disruptive technology platforms: Tesla, Inc., Peloton Interactive, Inc., Netflix, Inc., Uber Technologies, Inc. and Lyft, Inc., (2) the following companies in the luxury brands sector: Hermès International S.A., Ferrari N.V., Moncler S.p.A., Kering S.A. and Brunello Cucinelli S.p.A., (3) the following companies in the asset-light logistics and transportation sector: DSV Panalpina A/S, Kuehne + Nagel International AG and C.H. Robinson Worldwide, Inc. and (4) the following companies in recent electric transportation and mobility SPAC transactions: ChargePoint Holdings, Inc., Hyliion Inc., Nikola Corporation, Virgin Galactic Holdings, Inc. and Velodyne Lidar, Inc. While these companies may share certain characteristics that are similar to those of Blade, the EIC Board did not consider any of these companies to be identical in nature to Blade.

Using publicly available information and information from paid subscription services that provide, among other things, broker consensus estimates for relevant metrics, EIC management reviewed with the EIC Board, among other things, the enterprise values as a multiple of estimated net income before interest expense, interest income, income tax provision, depreciation, amortization of intangible assets and non-income taxes, adjusted to exclude certain non-recurring items, which we refer to as adjusted EBITDA, for calendar year 2021 with respect to each such selected comparable company other than in the case of the recent SPAC transactions where estimated adjusted EBITDA for the calendar year 2024 was referred to. The multiples for the selected comparable companies and the average for each sector are summarized in the table below:

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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

Based on the review of these selected comparable publicly traded companies, Blade’s pro forma implied enterprise value as a multiple of adjusted EBITDA of 5.5x (based upon the estimated calendar year 2024 adjusted EBITDA for Blade of $81 million as described above in “Certain Forecasted Financial Information for Blade”) was below the enterprise value as a multiple of adjusted EBITDA of such selected comparable companies (except for Hyliion and certain companies for which adjusted EBITDA was not a meaningful metric for the purposes of comparable company analysis), as well as the average for each sector.

Using publicly available information and information from certain data sources, EIC management reviewed with the EIC Board, among other things, enterprise values as a multiple of revenue for estimated calendar year 2021 with respect to each selected comparable company. The multiples for the selected comparable companies and the average for each sector are summarized in the table below:

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

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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

Based on the review of these selected comparable publicly traded companies, Blade’s pro forma implied enterprise value as a multiple of revenue of 1.1x (based upon the estimated calendar year 2024 revenue for Blade of $402 million as described above in “Certain Forecasted Financial Information for Blade”) was below the enterprise value as a multiple of revenue of such selected comparable companies (except for C.H. Robinson Worldwide, Inc. and Hyliion), as well as the average for each sector.

The results of this analysis (as described above) supported the EIC Board’s determination, based on a number of factors, that the terms of the Transactions were fair to and in the best interests of EIC and its stockholders.

Satisfaction of the 80% Test

It is a requirement under EIC’s current certificate of incorporation that any business acquired by EIC have a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions, and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. As of December 14, 2020, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $267.3 million (excluding up to $9.6 million of deferred underwriting commissions) and 80% thereof represents approximately $213.9 million. In reaching its conclusion on the 80% asset test, the Board used as a fair market value the $356.25 million enterprise value for Blade, which was implied based on the value of the consideration to be issued in the Merger to Blade equityholders (including the EIC Options).

The Board considered factors such as Blade’s historical financial results, the future growth outlook and financial plan, as well as valuation ratios and trading multiples of publicly traded companies in similar and adjacent sectors, and recent EV/mobility SPAC transactions. The Board determined that the consideration being paid in the Merger, which amount was negotiated at arm’s-length, was fair to, and in the best interests of, EIC and its stockholders and appropriately reflected Blade’s value.

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The Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Blade met the 80% requirement. Based on the fact that the $356.25 million fair market value of Blade as described above is in excess of the threshold of approximately $213.9 million, representing 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), the Board determined that the fair market value of Blade was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Board and the Blade Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and EIC’s officers and directors and Blade’s officers and directors have interests in such proposals that are different from, or in addition to, those of EIC and Blade stockholders, respectively, generally. In particular:

•

If the Transactions or another business combination are not consummated by September 17, 2021 (the end of the completion window), EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $83.9 million based upon the closing price of $12.20 per share on the Nasdaq on March 17, 2021, the record date for the special meeting.

•

EIC has engaged Deutsche Bank, Citigroup and J.P. Morgan to act as EIC’s capital markets financial advisors in connection with the Transactions and as placement agents in connection with the PIPE Investment. Credit Suisse also acted as a placement agent in connection with the PIPE Investment. Pursuant to this engagement, EIC will pay a placement fee to each of Deutsche Bank, Credit Suisse, Citigroup and J.P. Morgan, which shall be conditioned upon the completion of the Merger and such engagement shall be terminated in full at such time. Further, Deutsche Bank, Citigroup and J.P. Morgan served as joint bookrunning managers for the EIC IPO. Pursuant to the underwriting agreement for the EIC IPO, EIC will pay a deferred underwriting commission of $9,625,000 at the completion of the Merger, and Deutsche Bank, Citigroup, J.P. Morgan and the other underwriters named therein will receive a portion of such deferred underwriting commission. Blade has also engaged Credit Suisse as a financial advisor in connection with the Transactions and Credit Suisse will receive a fee upon completion of the Merger. Therefore, Deutsche Bank, Credit Suisse, Citigroup and J.P. Morgan have financial interests in the completion of the Merger.

•

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Martin, Michael Mohapp and Martin Newburger are employed by an affiliate of KSL Capital Partners but did not receive any compensation for their services as an officer or director, as applicable, of EIC.

•

The continued indemnification of EIC’s current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

In January 2021, Blade entered into an agreement with Ross Aviation, which is an affiliate of KSL Capital Partners, to launch air commuter service between the Westchester/Connecticut area and New York City and also both Blade and Ross Aviation agreed to work together to mutually develop plans for a vertiport in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

•

Certain of Blade’s directors and executive officers are expected to become directors and/or executive officers of the post-combination company upon the closing of the Merger.

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

•

Certain of Blade’s executive officers hold vested and unvested Blade Options. The Blade Board has approved the acceleration of all unvested Blade Options that were granted before December 14, 2020, in connection with the Merger; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders. The treatment of such Blade Options in connection with the Merger is described in “The Merger Agreement — Treatment of Blade Securities,” which description is incorporated by reference herein. The ownership of such Blade Options by its executive officers is set forth in the table below.

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	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

•

Following the effective time of the Merger, the post-combination company will continue to offer the various employee benefit plans and health and welfare programs in place at Blade immediately prior to the consummation of the Merger, including medical, dental, vision, disability, life insurance, paid vacation, sick leave and holidays in which the named executive officers will be eligible to participate.

•

In connection with the execution of the Merger Agreement, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements dated December 14, 2020, pursuant to which, among other things, such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement within ten (10) business days after the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For additional information, see “Certain Other Agreements Related to the Transactions — Blade Stockholder Support Agreements.”

Recommendation of the Board

After careful consideration of the matters described above, the Board determined unanimously that each of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal, if presented, is fair to and in the best interests of EIC and its stockholders. The Board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

Board of Directors Following the Business Combination

Upon consummation of the Transactions, the Board anticipates each Class I director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2021, each Class II director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2022 and each Class III director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2023, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

We are proposing Messrs. Philip and Zaslav to serve as the Class I directors, Messrs. Affeldt and Lerer to serve as Class II directors and Ms. Garvey, Mr. Wiesenthal and Ms. Lyne to serve as Class III directors. Mr. Affeldt is expected to serve as Chairman of the Board.

Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and for additional information.

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Redemption Rights for EIC Stockholders

(i) submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii) certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii) deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account, calculated as of two business days prior to the consummation of the business combination. As of March 17, 2021, the record date for the special meeting, this would amount to approximately $10.07 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of EIC common stock for cash and will no longer own the shares.

The business combination will not be consummated if EIC has Net Tangible Assets of less than $5,000,001.

The Sponsor and EIC’s officers and directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions. Holders of EIC’s warrants will not have redemption rights with respect to such warrants.

Any holder of public shares will be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $276.9 million, or $10.07 per share, as of March 17, 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to 5:00 p.m. (New York City time) on May 3, 2021. If you deliver your shares for redemption to EIC’s transfer agent and later decide not to elect redemption, you may request that EIC’s transfer agent return the shares (physically or electronically). You may make such request by contacting EIC’s transfer agent at the address listed at the end of this section, and must do so prior to 5:00 p.m. (New York City time) on May 3, 2021.

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If demand is properly made as described above, then, if the business combination is consummated, EIC will redeem these shares for a pro rata portion of funds deposited in the trust account (which, for illustrative purposes, was approximately $276.9 million, or $10.07 per share, as of March 17, 2021, the record date for the special meeting). If you exercise your redemption rights, then you will be exchanging your shares of EIC Class A common stock for cash.

Sources and Uses for the Business Combination

The following table summarizes the estimated sources and uses for funding the Transactions (all amounts in millions):

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

(1)

Assumes the issuance of 35,625,000 shares of EIC Class A common stock at a value of $10.00 per share, which assumes that the 9,559,804 shares of EIC Class A common stock underlying the EIC Options (calculated assuming all EIC Options are net exercised) are issued and outstanding as of the closing of the Merger.

(2)

Cash available in the EIC trust account (a) assumes no shares of EIC Class A common stock are redeemed in connection with the business combination and (b) excludes amounts in excess of $10.00 per share and estimated interest earned by the closing date of the Transactions and remaining operating cash, if any. As of December 31, 2020, the amount held in EIC’s trust account was $276.9 million, or approximately $10.07 per share.

(3)

Assumes the issuance of 12.5 million shares of EIC Class A common stock for aggregate gross proceeds of $125.0 million in connection with the PIPE Investment.

(4)

Includes $9.6 million in deferred underwriting fees and estimated fees and expenses related to the Transactions.

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(5)

Assumes no shares of EIC Class A common stock are redeemed in connection with the business combination.

Material U.S. Federal Income Tax Consequences of the Business Combination

The following is a discussion of material U.S. federal income tax considerations (i) in connection with the Merger for holders of shares of Blade stock and (ii) for holders of shares of EIC common stock that elect to have their EIC common stock redeemed for cash if the business combination is completed. This discussion applies only to Blade stock or EIC common stock that is held as a capital asset within the meaning of Section 1221 of the Code and does not address all the U.S. federal income tax consequences that may be relevant to the a holders of Blade stock or EIC common stock in light of their personal circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, or to holders of Blade stock or EIC common stock that are subject to special treatment under the Code, such as:

•

financial institutions;

•

real estate investment trusts and regulated investment companies;

•

partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

•

tax-exempt organizations, pension funds or governmental organizations;

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brokers or dealers in securities or currencies;

•

individual retirement and other deferred accounts;

•

traders in securities that elect to use a mark-to-market method of accounting;

•

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

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U.S. expatriates and former citizens or former long-term residents of the United States;

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“S corporations,” or other pass-through entities (and investors therein);

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grantor trusts;

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“passive foreign investment companies,” referred to as “PFICs,” or “controlled foreign corporations,” and corporations that accumulate earnings to avoid U.S. federal income tax; and

•

persons holding EIC common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment.

For purposes of this section, a “U.S. holder” is a beneficial owner of Blade stock or EIC common stock who or which is any of the following for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate if its income is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (a) a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (b) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

For purposes of this section, a “Non-U.S. holder” is a beneficial owner of Blade stock or EIC common stock who or which is any of the following for U.S. federal income tax purposes:

•

a non-resident alien individual, other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates;

•

a foreign corporation; or

•

an estate or trust that is not a U.S. holder;

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but does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of a redemption.

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds Blade stock or EIC common stock, the U.S. federal income tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, the partners in a partnership that holds Blade stock or EIC common stock are urged to consult their tax advisors regarding the U.S. federal income tax consequences to them.

This discussion is based upon the Code, applicable Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax (such as gift and estate taxes), are not addressed herein.

No assurance can be given that the U.S. Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF A REDEMPTION OF YOUR EIC COMMON STOCK.

U.S. Federal Income Tax Consequences of the Merger to Holders of Blade Stock if the Merger Qualifies as a Reorganization

The parties intend for the Merger to be treated as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. Neither Blade nor EIC has requested, and neither intends to request, any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Furthermore, the obligations of Blade and EIC to complete the Merger are not conditioned on the receipt of opinions from Simpson Thacher & Bartlett LLP (counsel to EIC) or Proskauer Rose LLP (counsel to Blade) or other U.S. tax counsel to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, you are urged to consult your tax advisor with respect to the particular tax consequence of the merger to you.

Assuming the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, Blade stockholders will not recognize gain or loss upon the exchange of their Blade stock for EIC Class A common stock, except to the extent of cash received in lieu of a fractional share of Blade stock as described below. Blade stockholders will obtain a basis in the EIC Class A common stock they receive in the Merger equal to their basis in the Blade capital stock exchanged therefor, reduced by the amount of basis allocable to any fractional share of EIC Class A common stock. The holding period of the shares of EIC Class A common stock received by a Blade stockholder in the Merger will include the holding period of the shares of Blade stock surrendered in exchange therefor. A U.S. holder who receives cash in lieu of a fractional share of EIC Class A common stock will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis allocable to such fractional share. Such gain or loss will be a long-term capital gain or loss if the U.S. holder’s holding period in the Blade stock surrendered in the Merger is greater than one year as of the date of the Closing. Under current law, the deductibility of capital losses is subject to limitations. In addition, for purposes of the above discussion of the bases and holding periods for shares of Blade stock acquired by Blade stockholders at different times for different prices, such Blade stockholders must calculate their gains and losses and holding periods separately for each identifiable block of such stock exchanged in the Merger.

Certain information reporting requirements may apply to each U.S. holder that is a “significant holder” of Blade stock. A “significant holder” is a holder of Blade stock that, immediately before the

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Merger, owned at least 1% (by vote or value) of the outstanding Blade stock (or, in certain instances, Blade stock with a basis of at least $1 million). You are urged to consult your tax advisor as to the potential application of these information reporting requirements.

U.S. Federal Income Tax Consequences of the Merger to Holders of Blade Stock if the Merger Fails to Qualify as a Reorganization

If any requirement for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not satisfied, a U.S. holder of Blade stock generally would recognize gain or loss for U.S. federal income tax purposes on each share of Blade stock surrendered in the Merger in an amount equal to the difference between (1) the fair market value of the Merger consideration received in exchange for such surrendered share upon completion of the Merger, and (2) the holder’s basis in the share of Blade stock surrendered. Gain or loss must be calculated separately for shares of Blade stock acquired by Blade stockholders at different times for different prices and exchanged by such U.S. holder in connection with the Merger. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Blade stock exceeds one year at the effective time. Long-term capital gain of non-corporate U.S. holders (including individuals) generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s tax basis in shares of EIC Class A common stock received in the Merger would be equal to the fair market value thereof as of the effective time, and such U.S. holder’s holding period in those shares would begin on the day following the Merger.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, a Non-U.S. holder is not generally expected to be subject to U.S. federal income tax on any gain recognized as a result of the Merger unless any gain recognized in the Merger is treated as effectively connected with a trade or business in the United States. Any such gain will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

All holders of Blade stock are urged to consult their tax advisors with respect to the tax consequences of the Merger in their particular circumstances, including tax return reporting requirements, the applicability and effect of the alternative minimum tax, any federal tax laws other than those pertaining to income tax (including estate and gift tax laws), and any state, local, foreign or other tax laws.

U.S. Federal Income Tax Consequences for EIC Stockholders Exercising Redemption Rights

In the event that a holder’s shares of EIC common stock are redeemed pursuant to the redemption provisions described in this proxy statement/prospectus/consent solicitation statement under the section entitled “Special Meeting of EIC Stockholders — Redemption Rights,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of shares of EIC common stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of EIC common stock, a U.S. holder will be treated as described below under the section entitled “U.S. holders — taxation of redemption treated as a sale of EIC common stock,” and a Non-U.S. holder will be treated as described under the section entitled “Non-U.S. holders — taxation of redemption treated as a sale of EIC common stock.” If the redemption does not qualify as a sale of shares of EIC common stock, a holder will be treated as receiving a corporate distribution with the tax consequences to a U.S. holder described below under the section entitled “U.S. holders — taxation of redemption treated as a distribution,” and the tax consequences to a Non-U.S. holder described below under the section entitled “Non-U.S. holders — taxation of redemption treated as a distribution.”

Whether a redemption of shares of EIC common stock qualifies for sale treatment will depend largely on the total number of shares of EIC common stock treated as held by the redeemed holder before and after the redemption relative to all shares of EIC common stock outstanding both before and after the redemption. The redemption of EIC common stock generally will be treated as a sale of EIC common stock (rather than as a corporate distribution) if the redemption: (i) is “substantially disproportionate” with respect to the holder; (ii) results in a “complete termination” of the holder’s interest in EIC; or (iii) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

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In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a holder takes into account not only shares of EIC common stock actually owned by the holder, but also shares of EIC common stock that are constructively owned by it under certain attribution rules set forth in the Code. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock that the holder has a right to acquire by exercise of an option (including, for this purpose, the Public Warrants).

In order to meet the substantially disproportionate test, the percentage of EIC outstanding voting stock actually and constructively owned by the holder immediately following the redemption of shares of EIC common stock must, among other requirements, be less than 80% of the percentage of EIC outstanding voting stock actually and constructively owned by the holder immediately before the redemption. There will be a complete termination of a holder’s interest if either (i) all of the shares of EIC common stock actually and constructively owned by the holder are redeemed or (ii) all of the shares of EIC common stock actually owned by the holder are redeemed and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other stock. The redemption of EIC common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the holder’s proportionate interest in EIC. Whether the redemption will result in a “meaningful reduction” in a holder’s proportionate interest in EIC will depend on the particular facts and circumstances.

However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares of EIC common stock will be treated as a corporate distribution to the redeemed holder and the tax effects to such U.S. holder will be as described below under the section entitled “U.S. holders — taxation of redemption treated as a distribution,” and the tax effects to such Non-U.S. holder will be as described below under the section entitled “Non-U.S. holders — taxation of redemption treated as a distribution.” After the application of those rules, any remaining tax basis of the holder in the redeemed EIC common stock will be added to the holder’s adjusted tax basis in its remaining stock, or possibly in other stock constructively owned by it.

A holder of EIC common stock should consult with its own tax advisors as to the tax consequences of a redemption.

U.S. holders — taxation of redemption treated as a distribution

If the redemption of a U.S. holder’s shares of EIC common stock is treated as a distribution, as discussed above under the section entitled “U.S. Federal Income Tax Consequences for EIC Stockholders Exercising Redemption Rights,” such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from EIC’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of EIC’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in EIC common stock. Any remaining excess distribution will be treated as gain recognized on the sale or other taxable disposition of the EIC common stock and will be treated as described below under the section entitled “U.S. holders — taxation of redemption treated as a sale of EIC common stock.”

Dividends paid to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the EIC common stock described in this proxy statement may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

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U.S. holders — taxation of redemption treated as a sale of EIC common stock

If the redemption of a U.S. holder’s shares of EIC common stock is treated as a sale, as discussed above under the section entitled “U.S. Federal Income Tax Consequences for EIC Stockholders Exercising Redemption Rights,” a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of EIC common stock redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the EIC common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the EIC common stock described in this proxy statement/prospectus/consent solicitation statement may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. U.S. holders who hold different blocks of EIC common stock (shares of EIC common stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

Non-U.S. holders — taxation of redemption treated as a distribution

If the redemption of a Non-U.S. holder’s shares of EIC common stock is treated as a distribution, as discussed above under the section entitled “U.S. Federal Income Tax Consequences for EIC Stockholders Exercising Redemption Rights,” such a distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of EIC’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and, provided such dividend is not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Distributions in excess of EIC’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Non-U.S. holder’s adjusted tax basis in the EIC common stock redeemed. Any remaining excess distribution will be treated as gain recognized on the sale or other taxable disposition of the EIC common stock and will be treated as described below under the section entitled “Non-U.S. holders — taxation of redemption treated as a sale of EIC common stock.”

The withholding tax described above does not apply to dividends paid to a Non-U.S. holder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on the repatriation from the United States of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Non-U.S. holders — taxation of redemption treated as a sale of EIC common stock

If EIC’s redemption of a Non-U.S. holder’s shares of EIC common stock is treated as a sale, as discussed above under the section entitled “U.S. Federal Income Tax Consequences for EIC Stockholders Exercising Redemption Rights,” subject to the discussion of backup withholding below, a Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized in connection with such redemption, unless:

•

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or

•

we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the redemption or the period that the Non-U.S. holder held EIC common stock, and, in the case where shares of EIC common stock are regularly traded on an established securities market, the Non-U.S. holder has

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owned, directly or constructively, more than 5% of EIC common stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. holder’s holding period for the shares of EIC common stock.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. A Non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on certain amounts of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder in connection with a redemption treated as a sale will be subject to tax at generally applicable U.S. federal income tax rates. In addition, unless EIC common stock is regularly traded on an established securities market, we may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such redemption. There can be no assurance that EIC common stock will be treated as regularly traded on an established securities market. However, EIC believes that they are not and have not been at any time since its formation a U.S. real property holding company and we do not expect to be a U.S. real property holding corporation immediately after the Merger is completed.

FATCA withholding taxes

Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) impose a 30% withholding tax on payments of dividends to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be able to obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Proposed U.S. Treasury regulations on which taxpayers may rely eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of securities on or after January 1, 2019. Non-U.S. holders should consult their tax advisers regarding the effects of FATCA.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply (i) to dividends received by U.S. holders of EIC common stock, and the proceeds received on the sale, exchange or redemption of EIC common stock effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations), (ii) to proceeds from the sale, exchange, redemption or other disposition of EIC common stock and (iii) in certain circumstances upon the exchange of Blade stock for EIC Class A common stock (for example, in the event that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Information returns may be filed with the IRS in connection with, and Non-U.S. holders may be subject to backup withholding on, amounts received in respect of their EIC common stock, unless the Non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to EIC common stock and proceeds from the sale of other disposition of EIC common stock or, in certain circumstances, upon the exchange of Blade stock for EIC Class A common stock (for example, in the event that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code) received in the United States by a Non-U.S. holder through certain U.S.-related financial intermediaries may be subject to

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information reporting and backup withholding unless such Non-U.S. holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

THE CONCLUSIONS EXPRESSED ABOVE ARE BASED ON CURRENT LAW. FUTURE LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THOSE CONCLUSIONS. THIS DISCUSSION IS INTENDED TO PROVIDE ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IT DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES.

Anticipated Accounting Treatment

The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, EIC will be treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Blade having the ability to appoint a majority of the initial Board of the combined entity, Blade's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Blade comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Blade issuing shares for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Blade.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. Based on Blade’s balance sheet as of September 30, 2020, which reflects total assets of $17.7 million, Blade would not satisfy the “size of person” test to make a filing under the HSR Act. EIC, Merger Sub and Blade have waived the requirements to make filings under the HSR Act under the Merger Agreement and the expiration or termination of the waiting period under the HSR Act as a condition to their obligations under the Merger Agreement for so long as Blade does not satisfy the “size of person” test under the HSR Act.

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THE MERGER AGREEMENT

This section describes the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Merger Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Merger and the Transactions.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying annexes and disclosure schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The parties do not believe that these schedules contain information that is material to an investment decision.

Structure of the Merger

On December 14, 2020, EIC and Merger Sub entered into the Merger Agreement with Blade, which provides for, among other things, the business combination between EIC and Blade, which will be effected by the merger of Merger Sub with and into Blade with Blade continuing as the surviving entity and a wholly-owned subsidiary of EIC (the “Surviving Company”). As a result of the Merger, all of the shares of Blade Common Stock and shares of Blade Preferred Stock (except for treasury shares), in each case, issued and outstanding as of immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a portion of the Merger Consideration pursuant to the terms of the Merger Agreement, and each Blade Option issued and outstanding as of immediately prior to the effective time of the Merger, whether vested or unvested, will be cancelled and automatically converted into an EIC Option, in each case, as summarized below.

Merger Consideration

Pursuant to the Merger Agreement, the aggregate Merger Consideration to be paid in the Merger to the Blade stockholders will be paid in 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) at a reference price of $10.00 per share of EIC Class A common stock (the “Reference Price”) (and cash in lieu of any fractional shares).

If, after the date of the Merger Agreement and prior to the effective time of the Merger, EIC undergoes a change in its capitalization (such as a stock split, share dividend or recapitalization affecting the EIC Class A Common Stock), the Merger Agreement provides for an equitable adjustment in the number of shares of EIC Class A common stock comprising the Merger Consideration.

Treatment of Blade Securities

At the effective time of the Merger:

•

Each outstanding share of Blade Common Stock that is outstanding as of immediately prior to the effective time of the Merger (other than treasury stock) will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A Common Stock equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate exercise prices of all in the money Blade Options outstanding as of immediately prior to the effective time of the Merger divided by (B) the fully-diluted common stock of Blade (as calculated pursuant to the Merger Agreement and including the aggregate number of shares of Blade Common Stock issuable upon the conversion of Blade Preferred Stock and the aggregate number of Blade Common Stock issuable upon the exercise of the in the money Blade Options) divided by (ii) the Reference Price (the “Closing Per Share Stock Consideration”).

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•

Each outstanding share of Blade Preferred Stock that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A Common Stock equal to the Closing Per Share Stock Consideration multiplied by the number of shares of Blade Common Stock issuable upon the conversion of each such share of Blade Preferred Stock.

•

Each Blade Option that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be assumed by EIC and automatically converted into an EIC Option to purchase a number of shares of EIC Class A Common Stock equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time multiplied by (2) the Closing Per Share Stock Consideration (rounded down to the nearest whole number of shares of EIC Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of EIC Class A Common Stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded up to the nearest whole cent).

•

Each Blade Restricted Share that is outstanding immediately prior to the effective time of the Merger will be assumed and automatically converted into the right to receive the Closing Per Share Stock Consideration. Such Closing Per Share Stock Consideration will be subject to the same vesting restrictions as in effect immediately prior to the effective time of the Merger (such restrictions are set forth in the applicable award agreement and plan document).

•

Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will no longer be outstanding and will be converted into one share of common stock of the Surviving Company.

•

Each treasury stock of Blade will be cancelled and retired for no consideration.

In connection with the Transactions and pursuant to Blade’s current certificate of incorporation,the holders of Blade Preferred Stock representing a majority of the shares of Blade Preferred Stock currently outstanding on an as-converted basis have submitted a written request to Blade for the automatic conversion of each share of Blade Preferred Stock into fully-paid, non-assessable shares of Blade Common Stock at the effective conversion rate for such shares on the Closing Date, effective immediately prior to the closing of the Transactions and contingent on the actual occurrence of the closing of the Transactions.

Closing and Effective Time of the Merger

We expect the Closing of the Merger to occur no later than two business days following the satisfaction or waiver of the conditions described below under the subsection entitled “— Conditions to Closing of the Merger.” The Merger will become effective upon filing of the certificate of merger with the Secretary of State of the State of Delaware or at such later time as specified in the certificate of merger (the “effective time of the merger”).

At the Closing, EIC will deliver the Merger Consideration to an exchange agent as appointed by EIC pursuant to the Merger Agreement for the account and benefit of the Blade stockholders.

Transaction Expenses

If the Merger and the Closing occurs, EIC and the Surviving Company will pay all transaction expenses of EIC and Blade to the entities to whom such transaction expenses are payable.

Conditions to Closing of the Merger

The Merger Agreement sets forth the various conditions that must be satisfied or waived prior to consummation of the Merger. The parties cannot provide assurance as to when or if all of the conditions to the Merger will be satisfied or waived by the appropriate party. As of the date of this proxy statement/prospectus/consent solicitation statement, the parties have no reason to believe that any of these conditions will not be satisfied.

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Mutual Conditions

The respective obligations of EIC and Merger Sub, on the one hand, and Blade, on the other hand, to consummate the Merger are subject to the satisfaction (or waiver in writing by all the parties to the extent legally permitted), at or prior to the Closing, of certain conditions, including principally the following:

•

No governmental authority shall have enacted, issued, promulgated, enforced or entered any order that is in effect and has the effect of making the Transactions illegal, or otherwise restraining or prohibiting consummation of such Transactions or causing any of the Transactions to be rescinded following the completion thereof.

•

EIC shall have received the requisite EIC stockholder approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal contemplated by this proxy statement/prospectus/consent solicitation statement.

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Blade shall have received the requisite Blade stockholder approval in respect of the adoption of the Merger Agreement and the approval of the Merger and the Transactions.

•

The applicable waiting period and any extensions for requisite filings of EIC and Blade under the HSR Act shall have expired or been terminated. As of the date of this proxy statement/prospectus/consent solicitation statement, the parties have waived this mutual condition for so long as Blade does not satisfy the “size of person” test under the HSR Act.

•

The registration statement of which this proxy statement/prospectus/consent solicitation statement forms a part shall have become effective and no stop-order suspending the effectiveness of the registration statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC, and the shares constituting the Merger Consideration shall have been approved for listing on NASDAQ or NYSE (or such other nationally recognized stock exchange to which Blade has consented to in writing), subject to official notice of issuance.

•

EIC shall have at least $5,000,001 of Net Tangible Assets.

•

Taking into account the PIPE Investment and after giving effect to exercises by holders of EIC Class A common stock of their redemption right in accordance with the EIC existing charter, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting transaction expenses that are to be paid at or after Closing), EIC shall have, on a consolidated basis, at least $100,000,000 in cash and cash equivalents.

•

EIC’s certificate of incorporation shall be amended and restated in the form attached hereto as Annex F.

Conditions to EIC and Merger Sub’s Obligations

The obligations of EIC and Merger Sub to consummate the merger are subject to the satisfaction (or waiver in writing by EIC), at or prior to the Closing, of certain conditions, including principally the following:

•

(1) Each of Blade’s representations and warranties that relate to corporate organization, qualification to do business, subsidiaries, authorization, capitalization and brokers’ fees (in each case without giving effect to any qualification as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect set forth therein), shall be true and correct in all but de minimis respects, in each case, as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of the specified date) and (2) each of Blade’s other representations and warranties (in each case without giving effect to any qualification as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), except where the failure of such representations and warranties to be true and correct would not have (and would not reasonably be expected to have) a Material Adverse Effect (as defined in the Merger Agreement and as described in the below subsection titled “Material Adverse Effect”).

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•

Blade shall have performed or complied in all material respects with all covenants that Blade is required to perform or comply with under the Merger Agreement on or prior to the Closing Date.

•

Since the date of the Merger Agreement, no Material Adverse Effect shall have occurred and be continuing.

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Blade shall have delivered to EIC a certificate signed by an officer of Blade, dated the Closing Date, declaring that certain conditions required by the Merger Agreement have been fulfilled.

•

Blade shall have delivered to EIC the irrevocable written consent of (i) Blade stockholders that hold a majority of the issued and outstanding Blade Common Stock and Blade Preferred Stock (on an as-converted-to-Blade Common Stock basis), voting as a single class, and (ii) Blade Preferred Stockholders that hold a majority of the issued and outstanding Blade Preferred Stock voting as a separate class, which shall be in full force and effect.

•

The Investor Rights Agreement shall be in full force and effect and not have been terminated or repudiated by the parties thereto (other than EIC or the Sponsor).

Conditions to Blade’s Obligations

The obligations of Blade to consummate the merger are subject to the satisfaction (or waiver in writing by Blade), at or prior to the Closing, of certain conditions, including principally the following:

•

(1) Each of EIC’s and Merger Sub’s representations and warranties that relate to corporate organization, qualification to do business, subsidiaries, authorization, capitalization and brokers’ fees (in each case without giving effect to any qualification as to “material,” “materiality,” “material respects,” “Acquiror Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all but de minimis respects, in each case, as of the Closing Date with the same effect as though made at and as of such date (except to the extent that such representations address matters only as of a specified date, the accuracy of which shall be determined as of the specified date) and (2) each of EIC’s and Merger Sub’s other representations and warranties (in each case without giving effect to any qualification as to “material,” “materiality,” “material respects,” “Acquiror Material Adverse Effect” or words of similar import or effect set forth therein) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of the specified date), except where the failure of such representations and warranties to be true and correct would not have (and would not reasonably be expected to have) an Acquiror Material Adverse Effect (as defined in the subsection entitled “— Acquiror Material Adverse Effect”).

•

EIC and Merger Sub shall have performed or complied in all material respects with all covenants that each of EIC and Merger Sub is respectively required to perform or comply with under the Merger Agreement on or prior to the Closing Date.

•

Since the date of the Merger Agreement, no Acquiror Material Adverse Effect shall have occurred and be continuing.

•

EIC shall have delivered to Blade a certificate signed by an officer of EIC, dated the Closing Date, declaring that certain conditions required by the Merger Agreement have been fulfilled.

•

The Sponsor Letter Agreement shall be in full force and effect and not have been terminated or repudiated by EIC or the Sponsor.

•

The Investor Rights Agreement shall be in full force and effect and not have been terminated or repudiated by EIC or the Sponsor.

Material Adverse Effect

Under the Merger Agreement, a “Material Adverse Effect” means any event, occurrence, fact, condition or change that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, results of operations, financial condition, liabilities, operations or assets

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of Blade and its subsidiaries, taken as a whole, or (b) the ability of Blade to consummate the Transactions on a timely basis; provided, however, that, in case of clause (a), “Material Adverse Effect” shall not include, either alone or in combination, any event, occurrence, fact, condition or change to the extent attributable to: (i) any changes in applicable laws implemented, or in accounting rules, including GAAP, implemented or required to be adopted, in each case, after the date of the Merger Agreement; (ii) general economic or political conditions or conditions generally affecting the capital, credit or financial markets, including any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally; (iii) conditions generally affecting the industries in which Blade and subsidiaries operate; (iv) acts of war (whether or not declared), armed hostilities or terrorism, sabotage or military actions or the escalation or worsening thereof; (v) any acts of God, natural disasters, epidemic, pandemic or disease outbreak (including COVID-19 or any COVID-19 Measures), (vi) any failure of Blade and its subsidiaries to meet their financial projections, budgets or estimates (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); (vii) any action required or expressly permitted by the Merger Agreement or any action taken (or not taken) with the written consent of EIC or the Sponsor; or (viii) the public announcement, pendency or completion of the Transactions including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, partners, providers and employees (provided that this clause (viii) shall not apply to any representations or warranty of Blade that relate to authorization, no conflict and third party consents or approval and consent of governmental authorities); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i), (ii), (iii), (iv) and (v) immediately above will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, development, occurrence, fact, condition or change has a disproportionate effect on Blade and its subsidiaries compared to other participants in the industries in which Blade conducts the Blade business.

Acquiror Material Adverse Effect

Under the Merger Agreement, an “Acquiror Material Adverse Effect” means any event, occurrence, fact, condition or change that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, results of operations, financial condition, liabilities, operations or assets of EIC or Merger Sub, taken as a whole, or (b) the ability of EIC or Merger Sub to consummate the Transactions on a timely basis; provided, that, in the case of clause (a), “Acquiror Material Adverse Effect” shall not include, either alone or in combination, any event, occurrence, fact, condition or change to the extent attributable to: (i) any changes in applicable laws implemented, or in accounting rules, including GAAP, implemented or required to be adopted, in each case, after the date of the Merger Agreement; (ii) general economic or political conditions or conditions generally affecting the capital, credit or financial markets, including any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally; (iii) conditions generally affecting the industries in which EIC or Merger Sub operate; (iv) acts of war (whether or not declared), armed hostilities or terrorism, sabotage or military actions or the escalation or worsening thereof; (v) any acts of God, natural disasters, epidemic, pandemic or disease outbreak (including COVID-19 or any COVID-19 Measures); (vi) any failure of EIC or Merger Sub to meet their financial projections, budgets or estimates (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); (vii) any action required or expressly permitted by the Merger Agreement or any action taken (or not taken) with the written consent of Blade; or (viii) the public announcement, pendency or completion of the Transactions (provided that this clause (viii) shall not apply to any representations or warranty of EIC and Merger Sub that related to authorization or no conflict and third party consents); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i), (ii), (iii), (iv) and (v) immediately above will be taken into account in determining whether an Acquiror Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on EIC or Merger Sub as compared to other similarly situated companies.

Representations and Warranties

Under the Merger Agreement, Blade made customary representations and warranties, including those relating to: organization and qualification, subsidiaries, authority and board approval, no conflict, consents, capitalization, financial statements, undisclosed liabilities, litigation, compliance with laws, intellectual

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property, software and information technology, material contracts, employee benefit matters, labor matters, taxes, brokers’ fees, insurance, real property and condition of tangible assets, environmental matters, absence of certain changes or events, transactions with related parties, internal controls, compliance with permits, privacy and data security, information supplied and no ownership of equity in EIC.

Under the Merger Agreement, EIC and Merger Sub made customary representations and warranties, including those relating to: organization and qualification, subsidiaries, authority and board approval, no conflict, consents, capitalization, litigation, compliance with laws, SEC filings and financial statements, Nasdaq listing, reporting, representations relating to not being an investment company, transactions with related parties, the trust account, taxes, title to property, subscription agreements for the PIPE Investment, brokers’ fees, information supplied, business activities, application of takeover protections, Merger Consideration and absence of employees.

Covenants of the Parties

Conduct of Business Prior to the Merger

Blade has agreed that from the date of the Merger Agreement until the earlier of the Closing and termination of the Merger Agreement, subject to certain exceptions (including in response to an emergency or urgent condition or conditions arising from COVID-19) or unless EIC provides its prior written consent, Blade will and will cause its subsidiaries to use commercially reasonable efforts to operate the business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve their respective material assets, properties, business, operations, organization (including officers and employees), goodwill and relationships with suppliers, customers, contractors, regulators and any other persons having a material business relationship with Blade or its subsidiaries. Additionally, subject to certain exceptions or unless EIC provides its prior written consent, Blade will not, and will not cause its subsidiaries to, among other things, amend, modify or change its organizational documents, split, combine, recapitalize or reclassify any shares of its capital stock (or other equity security), issue, sell or otherwise dispose of any equity security or grant of any options, warrants or other rights to purchase or obtain any equity security other than issuances of Blade common stock upon the valid exercise of Blade Options, make any dividends or distributions, make any material change in its cash management practices or of its methods of accounting and accounting practice (except as required by U.S. GAAP, securities laws and regulations or PCAOB standards), make any material adverse change to its privacy policy or security policy (except as required by applicable law), incur, assume or guarantee any indebtedness in excess of certain monetary thresholds, make any transfer or disposition of any tangible or intangible asset in excess of certain monetary thresholds, make any capital investment or loan to any person not in the ordinary course of business in excess of certain monetary thresholds, transfer, assign or grant any exclusive license or exclusive sublicense of material rights under or with respect to any material owned intellectual property, enter into or change any material contract or intellectual property agreements (other than in accordance with the terms of such material contract or consistent with past practice), incur capital expenditures in excess of certain monetary thresholds, impose any material lien or encumbrances upon any of its properties, stock or assets, adopt, modify or terminate any employee benefit plan, accelerate any compensation or benefit to, grant any severance or termination payments or benefits to, enter into new employment contracts with or begin an adverse employment action in respect to certain management employees, establish, adopt, amend, modify or terminate any collective bargaining agreement, grant any loan to its stockholders or officers (or, to the knowledge of Blade, any affiliate or family member thereof) other than advances to employees made in the ordinary course of business consistent with past practice, enter into, modify or terminate any material transaction, agreement or arrangement with its stockholders or officers (or, to the knowledge of Blade, any affiliate or family member thereof) other than advances to employees made in the ordinary course of business consistent with past practice, entry into a new line of business that is unrelated to the current business, adopt any merger, consolidation, reorganization, liquidation or dissolution (other than the Merger), purchase, lease or otherwise acquire the right to own, use or lease any property or assets in excess of certain monetary thresholds, acquire any business or any division thereof by merger or consolidation, purchase of a substantial portion of the assets or stock or otherwise, change or rescind any tax election, pay, discharge, compromise, waiver, release, assign or settle certain material rights and pending or threatened actions, enter into, renew, modify or amend any agreements with Blade affiliates, voluntarily fail to maintain insurance coverage under terms no less favorable than as currently maintained, take any action

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that could reasonably be expected to prevent the Transactions from qualifying for the intended tax treatment or authorize, commit or agree to do any of the foregoing.

EIC and Merger Sub have agreed that from the date of the Merger Agreement until the earlier of the Closing and termination of the Merger Agreement, subject to certain exceptions or unless Blade provides its prior written consent, they will operate in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve their respective material assets, properties, business, operations, organization (including officers and employees), goodwill and relationships with suppliers, customers, contractors, regulators and any other persons having a material business relationship with EIC or Merger Sub. Additionally, subject to certain exceptions or unless Blade provides its prior written consent, EIC and Merger Sub will not, among other things, amend, modify or change any of its organizational documents (except that EIC’s certificate of incorporation shall be amended and restated in the form attached hereto as Annex F), split, combine, recapitalize or reclassify any shares of its capital stock (or other equity security), issue, sell or otherwise dispose of any equity security (other than upon valid exercise of outstanding warrants) or grant, redeem or amend any options, warrants or other rights to purchase or obtain any equity security other than as contemplated by the PIPE Investment, make any dividends or distributions other than as contemplated in connection with the redemption of EIC Class A common stock as part of the Merger and as required by the EIC organizational documents, make any material change in its methods of accounting and accounting practice (except as required by GAAP, securities laws and regulations or PCAOB standards), incur, assume or guarantee any indebtedness, make any capital investment or loan to any person or entity, enter into acceleration, termination, waiver of any right, cancellation or modification of material contracts, impose any material lien or encumbrances upon any of its properties, stock or assets, grant any loan to its stockholders or officers, grant any bonuses or material increases in compensation or benefits to any current or former officers, directors or employees or make certain modifications to the terms of employment for any employee, adopt, accept liability under, modify or terminate any employee benefit plan (other than the Incentive Plan attached hereto as Annex E), begin an adverse employment action in respect to any officer or employee, adopt any merger, consolidation, reorganization, liquidation or dissolution (other than the Merger), change or rescind any tax election, take any action that could reasonably be expected to prevent the Transactions from qualifying for the intended tax treatment, enter into, renew, modify or amend any contract with the Sponsor or a controlled affiliate thereof, amend, modify or terminate any PIPE Subscription Agreement in relation to the PIPE Investment other than in accordance with its terms or authorize, commit or agree to do any of the foregoing.

Additional Blade Covenants

The Merger Agreement contains additional customary covenants of Blade, including covenants relating to: the granting of access to information; seeking approval of the Merger Agreement from the Blade stockholders; no acquisition of any EIC common stock, delivery of information necessary for the proxy statement/prospectus/consent solicitation statement or other filings; and delivery of updated financial information.

Additional EIC Covenants

The Merger Agreement contains additional customary covenants of EIC, including covenants relating to: obtaining a “tail” officers’ and directors’ liability insurance policy for EIC’ officers and directors and Blade’ officers and directors, obtaining officers’ and directors’ liability insurance policy for the Surviving Company’s officers and directors; preparation, filing and distribution of this proxy statement/prospectus/consent solicitation statement; the stockholders’ meeting; the Trust Account, the PIPE Investment and the related PIPE Subscription Agreements, the Incentive Plan; maintaining EIC’ public listing; and adopting amended and restated bylaws as established in the Merger Agreement, adopting board resolutions to cause acquisitions of the Surviving Company common stock pursuant to the Merger by director or officers of the Surviving Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Additional Mutual Covenants

The Merger Agreement contains additional customary mutual covenants of the parties relating to, among other things, the preparation and filing of any submissions under the HSR Act (which condition has

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been waived for so long as Blade does not satisfy the “size of person” test under the HSR Act); the procurement of approvals from governmental authorities necessary for the consummation of the Transactions; responding to inquiries from and corresponding with governmental authorities; the procurement of applicable third party consents; no solicitation of alternative acquisition proposals; public announcements with respect to the Merger and the Transactions; the satisfaction of the conditions to Closing; certain tax matters; and the filing of a Form 8-K and issuance of a press release relating to the Closing and related transactions.

Termination

The Merger Agreement may be terminated at any time prior to the Closing:

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By mutual written consent of EIC and Blade;

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By either EIC or Blade if:

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Closing has not occurred on or before July 31, 2021 (the “Outside Date”), provided that the right to terminate the Merger Agreement if the Closing has not occurred on or before the Outside Date shall not be available to any party whose failure to fulfill any material obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; or

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a governmental authority enacts, issues, promulgates, enforces or enters any law that has become final and non-appealable, and which permanently restrains, enjoins or prohibits the Transactions.

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By EIC or Blade, if the requisite EIC stockholder approval of the proposals contemplated by the Merger Agreement, including adoption of the Merger Agreement and approval of the Merger, is not obtained by the Outside Date.

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By EIC if:

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at any time on or after the date that EIC receives, and notifies Blade of EIC’s receipt of, SEC approval and effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement forms a part, if Blade has not delivered to EIC the written consent of the requisite Blade stockholders approving the Merger and the Merger Agreement within ten business days following the effectiveness of the registration statement; or

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Blade has not delivered the financial statements as of and for the fiscal year ended September 30, 2020 and September 30, 2019 audited in accordance with the auditing standards of the PCAOB to EIC for inclusion in the registration statement on or before January 25, 2021.

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By Blade or EIC, if the requisite Blade stockholder approval of the Transactions, including the Merger Agreement and the Merger, is not obtained by the Outside Date.

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By EIC if neither it nor Merger Sub is in material breach of their obligations under the Merger Agreement and if (i) at any time any of the representations and warranties of Blade or its subsidiaries contained in the Merger Agreement become untrue or inaccurate such that conditions to Closing in respect thereof cannot be satisfied; or (ii) there has been a breach on the part of Blade or its subsidiaries of any of its covenants or agreements contained in the Merger Agreement such that conditions to Closing in respect thereof could not be satisfied, and, with respect to both clause (i) and clause (ii), if curable, such breach has not been cured by the earlier of (x) within 30 days after written notice thereof to Blade and (y) two business days prior to the Outside Date.

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By Blade, if neither it nor any of its subsidiaries is in material breach of its obligations under the Merger Agreement and if (i) at any time any of the representations and warranties of EIC and Merger Sub contained in the Merger Agreement become untrue or inaccurate such that conditions to closing in respect thereof could not be satisfied; or (ii) there has been a breach on the part of EIC and Merger Sub of any of their covenants or agreements contained in the Merger Agreement such that conditions to closing in respect thereof could not be satisfied, and, with respect to both clause (i) and clause (ii), if curable, such breach has not been cured by the earlier of (x) within 30 days after written notice thereof to EIC and (y) two business days prior to the Outside Date.

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Effect of Termination

If the Merger Agreement is terminated, all further obligations and liabilities of the parties under the Merger Agreement will terminate and become void and of no force and effect, except that the rights and obligations in the Merger Agreement relating to the waiver of claims against the trust account, termination, and survival, notices, annexes, exhibits and schedules (to the extent they are incorporated in and made a part of the Merger Agreement), expenses, governing law, jurisdiction, assignment, successors and assigns, no third party rights, counterparts, titles and headings, entire agreement, severability, specific performance, waiver of jury trial, amendments, legal representation, no recourse, and waiver will survive the termination of the Merger Agreement; provided, that such termination will have no effect on any liability of any party for any intentional and willful breach of the Merger Agreement by such party occurring prior to such termination. There is no termination fee associated with such termination in accordance with the terms of the Merger Agreement.

Fees and Expenses

Except as otherwise provided in the Merger Agreement, each party to the Merger Agreement must pay its own expenses incident to the Merger Agreement and the Transactions; provided that if the Merger and Closing occurs, EIC and the Surviving Company will pay all transaction expenses per the terms of the Merger Agreement.

Amendments

The Merger Agreement may be amended at any time prior to the effective time of the Merger by an instrument in writing signed on behalf of EIC, Merger Sub and Blade; provided, however, that after the Merger Agreement is approved by EIC stockholders as contemplated by this proxy statement/prospectus/consent solicitation statement, no amendment or waiver is permitted that, pursuant to applicable law, would require further approval of EIC stockholders unless such approval is obtained and that after the Merger Agreement is approved by Blade stockholders as contemplated by this proxy statement/prospectus/consent solicitation statement, no amendment or waiver is permitted that, pursuant to applicable law, would require further approval of Blade stockholders unless such approval is obtained.

Tax Consequences

For U.S. federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder, and the Merger Agreement shall constitute a “plan of reorganization” within the meaning of Section 368(a) of the Code.

For a description of the material U.S. federal income tax consequences of the Merger, see the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Business Combination.”

Survival and Indemnification

The Merger Agreement does not provide for contractual indemnification rights for breaches of the representations, warranties and covenants contained in the Merger Agreement, which representations, warranties and covenants will not survive the Closing (see the subsection entitled “— Effect of Termination” above). There are no remedies available for any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the Closing, except for covenants that require performance in whole or in part after the Closing. The Merger Agreement does not limit any party’s liability for such party’s fraud.

Trust Account Waiver

Blade and its subsidiaries have agreed to waive any claim they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with EIC and will not seek recourse against the Trust Account for any reason whatsoever; provided that the waiver does not apply to funds of EIC held outside of the Trust Account or for claims for specific performance.

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CERTAIN OTHER AGREEMENTS RELATING TO THE TRANSACTIONS

This section describes the material provisions of the Sponsor Letter Agreement, Support Agreements, Investor Rights Agreement and the PIPE Subscription Agreements, but does not purport to describe all of the terms therein. The following summary is qualified in its entirety by reference to the complete text of each agreement, a copy of each of which is attached hereto as Annex B, C, D and H, respectively, which is incorporated herein by reference. Stockholders and other interested parties are urged to read each agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is a legal document that governs certain aspects of the Transactions.

Sponsor Letter Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into a Sponsor Letter Agreement with EIC, Blade and KSL Advisors, LLC that amended and restated the prior letter agreement in its entirety with respect to the Sponsor, and pursuant to which the Sponsor has agreed, among other things, (a) to appear at the EIC special meeting or otherwise cause its shares to be counted as present for the purpose of establishing quorum; (b) to vote (or execute a written consent), or cause to be voted (or consent to be granted) at such special meeting in person, or by proxy, in favor of the Merger and the adoption of the Merger Agreement and the Transactions; and (c) to vote (or execute a written consent) or cause to be voted (or consent to be granted) at such special meeting in person, or by proxy, against any alternative business combination or any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of EIC under the Merger Agreement or the Sponsor under the Sponsor Letter Agreement. Pursuant to the Sponsor Letter Agreement, prior to the valid termination of the Merger Agreement, the Sponsor is subject to certain non-solicitation restrictions restricting the Sponsor and its affiliates from, among other things, soliciting, discussing or entering into agreements for alternative business combinations.

The Sponsor Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Period or (b) the liquidation of Blade. In the event of a valid termination of the Merger Agreement, the Sponsor Letter Agreement shall be of no force and effect and shall revert to the prior letter agreement.

Blade Stockholder Support Agreements

Investor Rights Agreement

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Pursuant to the Investor Rights Agreement, the Board will nominate a number of individuals designated by the Sponsor for election as its directors at any meeting of its stockholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need for re-election, the number of Sponsor Directors serving as directors of EIC will be equal to: (a) if the Sponsor (or its permitted transferees) continues to beneficially own at least 50% of the shares of EIC Class A common stock beneficially owned by the Sponsor at the closing of the Merger (in each case, including the shares of EIC Class A common stock issuable upon exercise of the Private Placement Warrants and upon conversion of the Founder Shares), two directors, and (b) if the Sponsor (or its permitted transferees) continues to beneficially own at least 25% (but less than 50%) of the shares of EIC Class A common stock beneficially owned by the Sponsor at the closing of the Merger (in each case, including the shares of EIC Class A common stock issuable upon exercise of the Private Placement Warrants and upon conversion of the Founder Shares), one director. EIC also agrees to take all actions (to the extent such actions are not prohibited by applicable law and within EIC’s control) to cause the chief executive officer of EIC to serve as a director of the Board.

Pursuant to the Investor Rights Agreement, certain parties agreed with EIC, subject to certain exceptions, not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock or certain warrants to purchase shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own as of the closing of the Merger for the following time periods after the closing date of the Merger: (a) in the case of ColPE Blade Investor, LLC and Just Blade, LLC, one year, and (b) in the case of all other Blade stockholders party to the Investor Rights Agreement, 180 days. Additionally, following certain underwritten offerings of EIC’s equity securities, such parties will also agree to a customary market stand off period not to exceed 90 days.

Pursuant to the Investor Rights Agreement, EIC agrees to provide to each of the Sponsor and Robert Wiesenthal “demand” registration rights and to provide to certain other parties customary “piggyback” registration rights on registered offerings of equity securities of EIC and certain other registration rights, subject to customary cut-back provisions. The Investor Rights Agreement also provides that EIC will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

Pursuant to the Investor Rights Agreement, EIC will file a shelf registration statement within 45 days following the closing of the Merger in respect of the equity securities held by certain parties to the Investor Rights Agreement and will use reasonable best efforts to maintain or, in the event it ceases to be effective, replace such shelf registration statement until such parties have sold all eligible equity securities of EIC beneficially owned by such parties as of the closing of the Merger.

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Merger Agreement, EIC entered into the PIPE Subscription Agreements with respect to the PIPE Investment. Pursuant to the PIPE Subscription Agreements, certain accredited investors, including an affiliate of the Sponsor, have committed to purchase 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and will be consummated concurrently with the closing of the Merger. As part of the PIPE Investment, Steele ExpCo has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million.

Lockup Agreements

Pursuant to certain Lockup Agreements (the “Lockup Agreements”), certain stockholders have agreed that they will not, during the period beginning on the closing date and continuing to and including the date that is six months after the closing date (the “Lock-Up Period”) (unless terminated earlier by mutual consent of the parties), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase,

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

EIC’s stockholders are being asked to approve the business combination with Blade described in this proxy statement/prospectus/consent solicitation statement, including (a) adopting the Merger Agreement and (b) approving the Transactions described in this proxy statement/prospectus/consent solicitation statement. The discussion in this proxy statement/prospectus/consent solicitation statement of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A hereto.

You should read carefully this proxy statement/prospectus/consent solicitation statement in its entirety for more detailed information concerning the Merger Agreement. Please see the section entitled “The Merger Agreement” for additional information and a summary of certain terms of the Merger Agreement.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting.

Vote Required

The approval of the business combination proposal will require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting and broker-non votes with regard to the business combination proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the business combination proposal. Additionally, the business combination will not be consummated if EIC has less than $5,000,001 of Net Tangible Assets.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE EIC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL NO. 2 — THE CHARTER PROPOSAL

Overview

EIC stockholders are also being asked to adopt the second amended and restated certificate of incorporation in the form attached hereto as Annex F, which, in the judgment of the Board, is necessary to adequately address the needs of EIC following the consummation of the Transactions.

The following is a summary of the key changes effected by the second amended and restated certificate of incorporation, but this summary is qualified in its entirety by reference to the full text of the second amended and restated certificate of incorporation, a copy of which is included as Annex F:

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change the purpose of EIC to “any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware”;

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increase the total number of authorized shares of all classes of our capital stock from 111,000,000 shares to 402,000,000 shares, which would consist of (A) increasing the authorized (i) EIC Class A common stock from 100,000,000 shares to 400,000,000 shares and (ii) preferred stock from 1,000,000 shares to 2,000,000 shares, and (B) eliminating EIC’s Class B common stock;

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delete the prior provisions under Article IX (Business Combination Requirements; Existence) relating to our status as a blank check company;

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provide that certain transactions are not “corporate opportunities” and that the Identified Persons (as defined in the second amended and restated certificate of incorporation) are not subject to the doctrine of corporate opportunity;

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provide that EIC will not be governed by Section 203 of the DGCL and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL; and

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to make conforming and other technical changes to effect the changes summarized above and otherwise address the needs of EIC following the consummation of the Transactions.

Reasons for the Amendments

Each of these amendments was negotiated as part of the Transactions. The Board’s reasons for proposing each of these amendments to the certificate of incorporation are set forth below.

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Amending Article II to provide that the purpose of EIC is “to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware.” The Board believes this change is appropriate to remove language applicable to a blank check company.

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Amending Article IV to increase our total number of authorized shares of capital stock. The amendment provides for the issuance of 48,125,000 shares of EIC Class A common stock necessary to consummate the Transactions including, without limitation, the PIPE Investment, and also provides shares of EIC Class A common stock to reserve for issuance upon exercise of the EIC Options and necessary to allow future equity awards to be made under the Incentive Plan after the closing of the Transactions, as well as flexibility for future issuances of common stock determined by the Board to be in the best interests of EIC without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

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Amending Article IV, including by eliminating the provisions relating to the EIC Class B common stock, and deleting the prior Article IX to eliminate provisions specific to our status as a blank check company. These revisions are desirable because they will serve no purpose following the Transactions.

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Amending the prior Article IX to provide that certain transactions are not “corporate opportunities” and that each Identified Person is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as EIC or any of its subsidiaries. The Board believes that this change is appropriate because each Identified Person should not be restricted from investing in or

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operating similar businesses and such parties would be unwilling or unable to enter into the Transactions without such assurances due to their activities as investors in a wide range of companies.

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Amending Article X to cause EIC to not to be governed by Section 203 of the DGCL and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL. The Board has elected to opt out of Section 203, but the Board believes that it is in the best interests of stockholders to have protections similar to those afforded by Section 203. These provisions will encourage any potential acquiror to negotiate with the Board and therefore provide an opportunity to possibly obtain a higher purchase price than would otherwise be offered in connection with a proposed acquisition of EIC. Such provisions may make it more difficult for an acquirer to consummate certain types of unfriendly or hostile corporate takeovers or other transactions involving the corporation that have not been approved by the Board. The Board believes that while such provisions will provide some measure of protection against an interested stockholder that is proposing a two-tiered transaction structure that is unduly coercive, it would not ultimately prevent a potential takeover that enjoys the support of stockholders, but will help to prevent a third party from acquiring “creeping control” of EIC without paying a fair premium to all stockholders. Thus, the Board has determined that the provisions included in Article X are in the best interests of EIC and it stockholders.

Vote Required

If the business combination proposal is not approved, the charter proposal will not be presented at the special meeting.

The approval of the charter proposal will require the affirmative vote of the holders of a majority of the outstanding shares of EIC common stock on the record date. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal. Abstentions and broker-non-votes will count as a vote “AGAINST” the charter proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, or the consent of the requisite Blade stockholders is not received, we will not consummate the business combination.

Recommendation of the Board

THE BOARD RECOMMENDS THAT EIC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

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PROPOSAL NO. 3 — THE GOVERNANCE PROPOSAL

Overview

EIC stockholders are also being asked to vote on the governance provisions referred to below, which are included in the second amended and restated certificate of incorporation. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

In the judgment of the Board, these provisions are necessary to adequately address the needs of EIC and its stockholders following the consummation of the Transactions. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, EIC intends that the second amended and restated certificate of incorporation in the form set forth on Annex F will take effect at consummation of the business combination, assuming adoption of the charter proposal.

Proposal No. 3A: Election Not to be Governed by Section 203 of the DGCL

Description of Amendment

The additional amendment would cause EIC to not to be governed by Section 203 of the DGCL and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL.

Reasons for the Amendment

The amendment is intended to shield stockholders from the coerciveness of front-end loaded two-tier offers by preventing the offeror from effecting the second step of the offer unless the target’s board of directors approves such transaction.

EIC will not be subject to Section 203 of the DGCL, an anti-takeover law. Section 203 is a default provision of the DGCL that prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with “interested stockholders” (a person or group owning 15% or more of the corporation’s voting stock) for three years following the date that a person becomes an interested stockholder, unless: (i) before such stockholder becomes an “interested stockholder,” the board approves the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time of the transaction (excluding stock owned by certain persons); or (iii) at the time or after the stockholder became an interested stockholder, the board and at least 66 2/3 % of the disinterested outstanding voting stock of the corporation approves the transaction. While Section 203 is the default provision under the DGCL, the DGCL allows companies to opt out of Section 203 of the DGCL by including a provision in their certificate of incorporation expressly electing not to be governed by Section 203 of the DGCL. Under Section 203, this amendment will become effective twelve months following the filing of the second amended and restated certificate of incorporation.

The Board has elected to opt out of Section 203, but the Board believes that it is in the best interest of stockholders to have protections similar to those afforded by Section 203 that also provide the Board additional flexibility to approve and exempt a transaction from these protections than exists under the default provisions of Section 203. These provisions will encourage any potential acquiror to negotiate with the Board and therefore provide an opportunity to possibly obtain a higher purchase price than would otherwise be offered in connection with a proposed acquisition of EIC. Such provisions may make it more difficult for an acquirer to consummate certain types of unfriendly or hostile corporate takeovers or other transactions involving the corporation that have not been approved by the Board. The Board believes that while such provisions will provide some measure of protection against an interested stockholder that is proposing a two-tiered transaction structure that is unduly coercive, it would not ultimately prevent a potential takeover that enjoys the support of stockholders, but will help to prevent a third party from acquiring “creeping control” of EIC without paying a fair premium to all stockholders. Thus, the Board has determined that the provisions included in Article X (DGCL Section 203 and Business Combinations) are in the best interests of EIC and its stockholders.

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Proposal No. 3B: Change in Authorized Shares

Description of Amendment

The amendment would increase our total number of authorized shares of all classes of capital stock from 111,000,000 shares to 402,000,000 shares, which would consist of (i) increasing the authorized EIC Class A common stock from 100,000,000 shares to 400,000,000 shares, (ii) increasing EIC’s authorized preferred stock from 1,000,000 to 2,000,000 shares and (iii) eliminating the EIC Class B common stock.

Reasons for the Amendment

The amendment provides for the increase necessary to consummate the Transactions including, without limitation, the PIPE Investment, and also provides shares of EIC Class A common stock to reserve for issuance upon exercise of the EIC Options and necessary to allow future equity awards to be made under the Incentive Plan after the closing of the Transactions, as well as flexibility for future issuances of common stock determined by the Board to be in the best interests of EIC without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Proposal No. 3C: Corporate Opportunity

Description of Amendment

The amendment provides that certain transactions are not “corporate opportunities” and that each of the Sponsor and each member of the Board who is not an employee of EIC and their respective affiliates and the investment funds affiliated with them and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of EIC (each, an “Identified Person”) are not subject to the doctrine of corporate opportunity.

Reasons for Amendment

The amendment is intended to provide that certain transactions are not “corporate opportunities” and that each Identified Person is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as EIC or any of its subsidiaries. The prior Article X provided that the doctrine of corporate opportunity would not apply to EIC or any of its officers or directors prior to EIC’s initial business combination. The Board believes that this change is appropriate because none of the Sponsor, EIC’s non-employee directors and each of their respective affiliates should be restricted from investing in or operating similar businesses because the Sponsor would, and certain non-employee directors may, be unwilling or unable to enter into the Transactions without such assurances due to their activities as investors in a wide range of companies.

Vote Required

The approval of the governance proposal will require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting, abstentions and broker non-votes with regard to the governance proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the governance proposal.

As discussed above, a vote to approve the governance proposal is an advisory vote, and therefore, is not binding on EIC or the Board. Accordingly, regardless of the outcome of the non-binding advisory vote, EIC intends that the proposed second amended and restated certificate of incorporation, in the form set forth on Annex F and containing the provisions noted above, will take effect at consummation of the business combination, assuming adoption of the charter proposal.

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PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

Overview

The Board of directors approved and adopted the Experience Investment Corp. 2021 Omnibus Incentive Plan, or the “Incentive Plan,” which will be adopted by EIC effective as of the Closing, subject to the approval of EIC stockholders. The Board is seeking stockholder approval of the Incentive Plan in order (i) for incentive stock options to meet the requirements of the Code and (ii) to comply with the Nasdaq listing requirements. The Incentive Plan will reserve 8,250,000 shares of EIC Class A common stock for issuance pursuant to grants made under the Incentive Plan. The Board believes that the approval of the Incentive Plan by the EIC stockholders will benefit the compensation structure and strategy of EIC. EIC’s ability to attract, retain and motivate top quality management, employees and non-employee directors is material to its success, and the Board has concluded that this would be enhanced by the ability to make grants under the Incentive Plan. In addition, the Board believes that the interests of EIC and EIC’s stockholders will be advanced if EIC can offer employees and non-employee directors the opportunity to acquire or increase their proprietary interests in EIC.

Set forth below is a summary of the material terms of the Incentive Plan, as such terms will be modified to reflect the Merger. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached as Annex E hereto. We urge the EIC stockholders to read the entire Incentive Plan carefully before voting on this proposal.

If approved by the EIC stockholders, the Incentive Plan will become effective upon the closing of the Merger.

Material Terms of the Incentive Plan

Purpose. The purpose of the Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our shares of EIC Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Eligibility. Eligible participants are any (i) individual employed by EIC or any of its subsidiaries and affiliates, collectively referred to as the “Company Group,” except that no employee covered by a collective bargaining agreement will be eligible to receive awards under the Incentive Plan unless and to the extent that such eligibility is set forth in such collective bargaining agreement or a related agreement; (ii) director or officer of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i) through (iii) above, has entered into an award agreement or who has received written notification from the Committee (as defined below) or its designee that they have been selected to participate in the Incentive Plan. As of the date of this proxy statement/prospectus/consent solicitation statement, there were approximately 40 such persons eligible to participate in the programs to be approved under the Incentive Plan.

Administration. The Incentive Plan will be administered by the compensation committee of the Board or a subcommittee of such compensation committee to which it has properly delegated power, if no such committee or subcommittee exists, our Board (such administering body and its authorized designee(s), referred to in this description of the Incentive Plan, the “Committee”). Except to the extent prohibited by applicable law, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the Incentive Plan. The Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares of EIC Class A common stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, shares of EIC Class A common stock, other securities, other awards or other property, or cancelled, forfeited or suspended and the method or methods by which

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awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of EIC Class A common stock, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Incentive Plan and any instrument or agreement relating to, or award granted under, the Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee may deem appropriate for the proper administration of the Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Incentive Plan. Unless otherwise expressly provided in the Incentive Plan, all designations, determinations, interpretations and other decisions under or with respect to the Incentive Plan or any award or any documents evidencing awards granted pursuant to the Incentive Plan are within the sole discretion of the Committee, may be made at any time, and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award and any of our stockholders.

Awards Subject to the Incentive Plan. The Incentive Plan provides that the total number of shares of EIC Class A common stock that may be issued under the Incentive Plan is 8,250,000, or the “Absolute Share Limit,” except that the Absolute Share Limit will be increased (A) on the first day of each fiscal year after the fiscal year in which the closing of the Merger occurs in an amount equal to the least of (x) 4,125,000 shares of EIC Class A common stock, (y) 5.0% of the total number of shares of EIC Class A common stock outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of shares of EIC Class A common stock as determined by our Board and (B) for any shares of EIC Class A common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan, or the “2015 Plan,” that, on or after the closing date of the Merger, expire or are cancelled, forfeited, terminated, or otherwise are not issued (e.g., due to settlement in cash). The maximum number of shares of EIC Class A common stock for which incentive stock options may be granted is equal to the Absolute Share Limit. Except for Substitute Awards (as described below), to the extent that an award (or an award under the 2015 Plan) expires or is cancelled, forfeited, terminated, settled in cash, or otherwise is settled without issuance to the participant of the full number of shares of EIC Class A common stock to which the award (or an award under the 2015 Plan) related, the unissued shares will again be available for grant under the Incentive Plan. Shares of EIC Class A common stock withheld in payment of the exercise price, or taxes relating to an award (or an award under the 2015 Plan), and shares equal to the number of shares surrendered in payment of any exercise price, or taxes relating to an award, shall be deemed to constitute shares not issued; except that such shares will not become available for issuance if either: (i) the applicable shares are withheld or surrendered following the termination of the Incentive Plan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Incentive Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the EIC Class A common stock is listed. No award may be granted under the Incentive Plan after the tenth anniversary of the closing date of the Merger, but awards granted before then may extend beyond that date. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by EIC or with which EIC combines, or Substitute Awards, and such Substitute Awards will not be counted against the Absolute Share Limit, except that Substitute Awards intended to qualify as “incentive stock options” will count against the limit on incentive stock options described above.

Grants. All awards granted under the Incentive Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Conditions. For purposes of this proxy statement/prospectus/consent solicitation statement, “Performance Conditions” means specific levels of performance of any member of the Company Group (and/or one or more of its divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings, net income (before or after taxes), adjusted net income after capital charges or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to,

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return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA) or earnings before taxes, interest, depreciation, amortization and restructuring costs (EBITDAR); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee satisfaction, employment practices and employee benefits or employee retention; (xxiii) supervision of litigation and information technology; (xxiv) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, divestitures of subsidiaries and/or other affiliates or joint ventures, other monetization or liquidity events relating to subsidiaries, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxv) comparisons of continuing operations to other operations; (xxvi) market share; (xxvii) cost of capital, debt leverage, year-end cash position, book value, book value per share, tangible book value, tangible book value per share, cash book value or cash book value per share; (xxviii) strategic objectives; or (xxix) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the applicable member of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Options. Under the Incentive Plan, the Committee may grant nonqualified stock options and incentive stock options with terms and conditions determined by the Committee that are not inconsistent with the Incentive Plan; except that all stock options granted under the Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of a share of EIC Class A common stock underlying such options on the date such options are granted (other than options that are Substitute Awards), and all options that are intended to qualify as “incentive stock options” must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as “incentive stock options,” and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for options granted under the Incentive Plan will be ten years from the initial date of grant, or with respect to any options intended to qualify as “incentive stock options,” such shorter period as prescribed by Section 422 of the Code. However, if a nonqualified stock option would expire at a time when trading of the shares of the EIC Class A common stock is prohibited by EIC’s insider trading policy (or “blackout period” imposed by us), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares of EIC Class A common stock as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash, check, cash equivalent and/or shares of EIC Class A common stock valued at the fair market value at the time the option is exercised, except that such shares of EIC Class A common stock are not subject to any pledge or other security interest and have been held by the participant for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation: (a) in other property having a fair market value on the date of exercise equal to the exercise price, (b) if there is a public market for the EIC Class A common stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which EIC delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of EIC Class A common stock otherwise issuable upon the exercise of the option and to deliver promptly to EIC an amount equal to the exercise price or (c) a “net exercise” procedure effected by withholding the minimum number of shares of EIC Class A common stock otherwise issuable in respect of an option that is needed to pay the exercise price. Any fractional shares of EIC Class A common stock shall be settled in cash.

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Stock Appreciation Rights. The Committee may grant stock appreciation rights, or SARs, under the Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the Incentive Plan. The Committee may award SARs in tandem with or independent of any option. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares of EIC Class A common stock or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (a) the fair market value on the exercise date of one share of EIC Class A common stock over (b) the strike price per share of EIC Class A common stock covered by the SAR, times (ii) the number of shares of EIC Class A common stock covered by the SAR, less any taxes that are statutorily required to be withheld. The strike price per share of EIC Class A common stock covered by a SAR will be determined by the Committee at the time of grant but in no event may such amount be less than 100% of the fair market value of a share of EIC Class A common stock on the date the SAR is granted (other than in the case of SARs granted in substitution of previously granted awards).

Restricted Stock and Restricted Stock Units. The Committee may grant restricted stock awards for shares of EIC Class A common stock or restricted stock units, or RSUs representing the right to receive, upon vesting and the expiration of any applicable restricted period, one share of EIC Class A common stock for each RSU, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted stock, subject to the other provisions of the Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted stock, including, without limitation, the right to vote such restricted shares of EIC Class A common stock.

Other Equity-Based Awards and Other Cash-Based Awards. The Committee may grant other equity-based or cash-based awards under the Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the Incentive Plan.

Effect of Certain Events on the Incentive Plan and Awards. In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of EIC Class A common stock, other of EIC’s securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of EIC Class A common stock, or other securities, issuance of warrants or other rights to acquire shares of EIC Class A common stock or other of EIC’s securities, or other similar corporate transaction or event that affects the EIC Class A common stock (including a change in control, as defined in the Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the Incentive Plan with respect to the number of awards which may be granted under the Incentive Plan; (b) the number of other shares of EIC Class A common stock or other of EIC’s securities (or number and kind of other securities or other property) that may be issued in respect of awards or with respect to which awards may be granted under the Incentive Plan; and (c) the terms of any outstanding award, including, without limitation, (x) the number of shares of EIC Class A common stock or other of EIC’s securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)), the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. In connection with any Adjustment Event, the Committee may, in its sole discretion, provide for any one or more of the following: (i) substitution or assumption of awards, acceleration of the exercisability of, lapse of restrictions on, or termination of, awards or a period of time for participants to exercise outstanding awards prior to the occurrence of such event (and any such award not so exercised will terminate upon the occurrence of such event); and (ii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee in connection with such event) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based

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upon the price per share of EIC Class A common stock received or to be received by other holders of EIC Class A common stock in such event), including, without limitation, in the case of options and SARs, a cash payment equal to the excess, if any, of the fair market value of the shares of EIC Class A common stock subject to the option or SAR over the aggregate exercise price or strike price thereof, or, in the case of restricted shares of EIC Class A common stock, RSUs, or other equity-based awards that are not vested as of such cancellation, a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such award prior to cancellation of the underlying shares in respect thereof.

Amendment and Termination. Our Board may amend, alter, suspend, discontinue or terminate the Incentive Plan or any portion thereof at any time, except that no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if (i) such approval is required under applicable law; (ii) it would materially increase the number of securities that may be issued under the Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Incentive Plan; provided further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect a participant’s or any holder’s or beneficiary’s rights under any outstanding award will not to that extent be effective without such individual’s consent.

The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a participant’s termination); provided that, except as otherwise permitted in the Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent; provided further, that without stockholder approval, except as otherwise permitted in the Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR; (ii) the Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or SAR; and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which EIC’s securities are listed or quoted.

Dividends and Dividend Equivalents. The Committee in its sole discretion may provide as part of an award dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion. Any dividends payable in respect of restricted stock awards that remain subject to vesting conditions will be retained by EIC and delivered to the participant within 15 days following the date on which such restrictions on such restricted stock awards lapse and, if such restricted stock is forfeited, the participant will have no right to such dividends. Dividends attributable to RSUs shall be distributed to the participant in cash or, in the sole discretion of the Committee, in shares of EIC Class A common stock having a fair market value equal to the amount of such dividends, upon the settlement of the RSUs and, if such RSUs are forfeited, the participant will have no right to such dividends.

Clawback/Repayment. All awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our Board or the Committee and as in effect from time to time and (ii) applicable law. Unless otherwise determined by the Committee, to the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay EIC any such excess amount.

Detrimental Activity. If a participant has engaged in any detrimental activity, as defined in the Incentive Plan, as determined by the Committee, the Committee may, in its sole discretion and to the extent permitted by applicable law, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and repayment to EIC on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.

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Tax Consequences. The following is a brief summary of the principal U.S. federal income tax consequences of transactions under the Incentive Plan based on current U.S. federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences.

Nonqualified Stock Options. No taxable income is realized by a participant upon the grant of a stock option. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares of EIC Class A common stock for which the option is exercised over the aggregate option exercise price. Income and payroll taxes are required to be withheld by the participant’s employer (and the employee must pay his or her share of payroll taxes) on the amount of ordinary income resulting to the participant from the exercise of a stock option. The amount recognized as income by the participant is generally deductible by the participant’s employer for federal income tax purposes, subject to the possible limitations on deductibility of compensation paid to some executives under Section 162(m) of the Code. The participant’s tax basis in shares of EIC Class A common stock acquired by exercise of a stock option will be equal to the exercise price plus the amount taxable as ordinary income to the participant.

Upon a sale of the EIC Class A common stock received by the participant upon exercise of the stock option, any gain or loss will generally be treated for U.S. federal income tax purposes as long-term or short-term capital gain or loss, depending upon the holding period of that share. The participant’s holding period for shares acquired upon the exercise of a stock option begins on the date of exercise of that stock option.

Incentive Stock Options. No taxable income is realized by a participant upon the grant or exercise of an incentive stock option; except that the exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the participant. If shares of EIC Class A common stock are issued to a participant after the exercise of an incentive stock option and if no disposition of those shares is made by that participant within two years after the date of grant or within one year after the receipt of those shares by that participant, then:

•

upon the sale of those shares, any amount realized in excess of the option exercise price will be taxed to that participant as a long-term capital gain; and

•

the applicable member of the Company Group will be allowed no deduction.

If shares of EIC Class A common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, that disposition would be a “disqualifying disposition,” and generally:

•

the participant will realize ordinary income in the year of disposition in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise, or, if less, the amount realized on the disposition of the shares, over the option exercise price; and

•

the applicable member of the Company Group will be entitled to deduct that amount.

Any other gain realized by the participant on that disposition will be taxed as short-term or long-term capital gain and will not result in any deduction to us. If an incentive stock option is exercised at a time when it no longer qualifies as an incentive stock option, the option will be treated as a nonqualified stock option. Subject to some exceptions for disability or death, an incentive stock option generally will not be eligible for the U.S. federal income tax treatment described above if it is exercised more than three months following a termination of employment.

Stock Appreciation Rights. Upon the exercise of a SAR, the participant will recognize compensation income in an amount equal to the cash received plus the fair market value of any shares of EIC Class A common stock received from the exercise. The participant’s tax basis in the shares of EIC Class A common stock received on exercise of the SAR will be equal to the compensation income recognized with respect to the shares. The participant’s holding period for shares acquired upon the exercise of a SAR begins on the exercise date. Income and payroll taxes are required to be withheld on the amount of compensation attributable to the exercise of the SAR, whether the income is paid in cash or shares. Upon the exercise of a

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SAR, the participant’s employer will generally be entitled to a deduction in the amount of the compensation income recognized by the participant, subject to the requirements of Section 162(m) of the Code, if applicable.

Restricted Stock, Restricted Stock Units and Other Stock-Based Awards. Restricted shares of EIC Class A common stock that are subject to a substantial risk of forfeiture generally result in income recognition by the participant (and a corresponding withholding obligation) in an amount equal to the excess of the fair market value of the shares over the purchase price, if any, of the restricted stock at the time the restrictions lapse. However, if permitted by the Company, a recipient of restricted stock may make an election under Section 83(b) of the Code to instead be taxed on the excess of the fair market value of the shares granted, measured at the time of grant and determined without regard to any applicable risk of forfeiture or transfer restrictions, over the purchase price, if any, of such restricted stock. A participant who has been granted shares of EIC Class A common stock that are not subject to a substantial risk of forfeiture for federal income tax purposes will realize ordinary income (subject to corresponding withholding) in an amount equal to the fair market value of the shares at the time of grant. A recipient of RSUs, performance awards or other stock-based awards (other than restricted stock) will generally recognize ordinary income at the time that the award is settled in an amount equal to the cash and/or fair market value of the shares of EIC Class A common stock received at settlement. In each of these cases, the applicable member of the Company Group will have a corresponding tax deduction at the same time the participant recognizes such income, subject to the limitations of Section 162(m) of the Code, if applicable.

New Plan Benefits

As of the date of this proxy statement/prospectus/consent solicitation statement, no awards (including options) have been granted under the Incentive Plan. Awards (including options) under the Incentive Plan may be made at the discretion of the Committee, and any awards (including options) that may be made and any benefits and amounts that may be received or allocated under the Incentive Plan in the future are not determinable at this time. As such, we have omitted the New Plan Benefits table and the number of stock options that may be received under the Incentive Plan in the future.

Registration with the SEC

EIC will file a Registration Statement on Form S-8 with the SEC with respect to the shares of EIC Class A common stock to be offered and sold pursuant to the Incentive Plan as soon as reasonably practicable following stockholder approval and prior to the offering or sale of any such shares. In accordance with applicable Form S-8 requirements, such Registration Statement will not be filed prior to 60 days following the Closing Date.

Vote Required

The approval of the incentive plan proposal will require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the incentive plan proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the incentive plan proposal.

Consummation of the business combination is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, or the consent of the requisite Blade stockholders is not received, we will not consummate the business combination.

Recommendation of the Board

THE BOARD RECOMMENDS THAT EIC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSAL

Overview

Assuming the business combination proposal, the Nasdaq proposal, the incentive plan proposal and the charter proposal are approved at the special meeting, we are requesting that stockholders approve and adopt a proposal to elect seven (7) directors to the Board, effective immediately upon the Closing, with each Class I director having a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2021, each Class II director having a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2022 and each Class III director having a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2023, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

For more information on the experience of Eric Affeldt, Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip, Robert Wiesenthal and David Zaslav, please see the section entitled “Management After the Business Combination.”

Vote Required

If a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the seven nominees who receive the most affirmative votes will be elected. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event that any nominee is unable to serve. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the director election proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the director election proposal.

Recommendation of the Board

THE BOARD RECOMMENDS THAT EIC STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE SEVEN DIRECTOR NOMINEES TO THE BOARD.

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PROPOSAL NO. 6 — THE NASDAQ PROPOSAL

Overview

Assuming the business combination proposal is approved, the aggregate consideration to be paid in the Merger to the Blade stockholders will consist of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) at a reference price of $10.00 per share of EIC Class A common stock, pursuant to the Merger Agreement. We refer to such shares of EIC Class A common stock as the “Merger Consideration.”

Additionally, in connection with the business combination, EIC entered into the PIPE Subscription Agreements, pursuant to which EIC has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from EIC 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share for an aggregate commitment of $125,000,000. The PIPE Investment is conditioned upon, among other conditions, and will be consummated concurrently with, the Closing. We refer to the shares of EIC Class A common stock to be issued in the PIPE Investment as the “PIPE Shares.”

As contemplated by the incentive plan proposal, we intend to reserve 8,250,000 shares of EIC Class A common stock for grants of awards under the Incentive Plan. For more information on the incentive plan proposal, please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal.”

The terms of the Merger Consideration, the PIPE Investment and the Incentive Plan are complex and only briefly summarized above.

For further information, please see the full text of the Merger Agreement, which is attached as Annex A hereto and the form of the Investor Rights Agreement, which is attached as Annex B hereto. A copy of the form of the Incentive Plan is attached as Annex E hereto. A copy of the form of the PIPE Subscription Agreement is attached as Annex H hereto. The discussion herein is qualified in its entirety by reference to such documents.

Why EIC Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Nasdaq Rules 5635(a), (b) and (d). Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, the Merger Consideration and the PIPE Shares will exceed 20% or more of our outstanding common stock and 20% or more of the voting power, in each case outstanding before the issuance of such shares in connection with the Transactions.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Under Nasdaq Rule 5635(b), the issuance of the Merger Consideration and/or the PIPE Shares in connection with the Transactions will result in a “change of control” of EIC.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Because shares of EIC Class A common stock will be issued in exchange for all of the equity

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interests of Blade, the deemed issuance price of the shares of EIC Class A common stock may be less than the lower of (i) the closing price immediately preceding the signing of the Merger Agreement or (ii) the average closing price of the EIC Class A common stock for the five trading days immediately preceding the signing of the Merger Agreement. If the business combination proposal is approved, the issuance of the shares of EIC Class A common stock will exceed 20% of the shares of EIC common stock currently outstanding. Because the issuance price may be deemed to be below the lower of (i) the closing price immediately preceding the signing of the Merger Agreement or (ii) the average closing price of the EIC Class A common stock for the five trading days immediately preceding the signing of the Merger Agreement, the Nasdaq Rules may require that EIC obtain stockholder approval of the issuance of the shares of EIC Class A common stock in connection with the consummation of the Transactions.

In addition, because the shares of EIC Class A common stock issued in connection with the PIPE Investment (1) was at a price that is less than the lower of (i) the closing price immediately preceding the signing of the Merger Agreement or (ii) the average closing price of the EIC Class A common stock for the five trading days immediately preceding the signing of the Merger Agreement, and (2) will constitute more than 20% of the outstanding shares of EIC common stock and more than 20% of outstanding voting power of EIC common stock prior to such issuance, EIC is required to obtain stockholder approval of such issuance pursuant to Nasdaq Rule 5635(d).

It is anticipated that, upon completion of the Transactions: (a) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (b) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (c) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (d) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (i) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan and (ii) assume that no public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

For the reasons described above, we are seeking the approval of our stockholders for the issuance of shares of our common stock pursuant to the Transactions, including, without limitation, the issuance of the Merger Consideration and the PIPE Shares.

Vote Required

The approval of the Nasdaq proposal will require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the Nasdaq proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is outstanding, but will have no effect on the outcome of the Nasdaq proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT EIC STOCKHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL.

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PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

The adjournment proposal allows the Board to submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal.

In no event will EIC solicit proxies to adjourn the special meeting or consummate the business combination beyond the date by which it may properly do so under its amended and restated certificate of incorporation and Delaware law. The purpose of the adjournment proposal is to provide more time for the Sponsor, EIC and/or their respective affiliates to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on such proposal and to meet the requirements that are necessary to consummate the business combination. See the section entitled “The Merger — Interests of Certain Persons in the Business Combination.”

In addition to an adjournment of the special meeting upon approval of an adjournment proposal, the Board is empowered under Delaware law to postpone the meeting at any time prior to the special meeting being called to order. In such event, EIC will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

Consequences if the Adjournment Proposal is not Approved

If an adjournment proposal is presented at the special meeting and is not approved by the stockholders, the Board may not be able to adjourn the special meeting to a later date. In such event, the business combination would not be completed.

Vote Required

The approval of the adjournment proposal will require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the adjournment proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the adjournment proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT EIC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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EIC’S SELECTED HISTORICAL FINANCIAL INFORMATION

EIC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Transactions.

The information is only a summary and should be read in conjunction with EIC’s financial statements and related notes and “Information About EIC” and “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus/consent solicitation statement are not indicative of the future performance of EIC.

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

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BLADE’S SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables present selected historical consolidated financial information of Blade for the periods presented. The consolidated statement of operations data for the three months ended December 31, 2019 and 2020 and the years ended September 30, 2019 and 2020 and the balance sheet data as of December 31, 2020, September 30, 2019 and 2020 have been derived from Blade’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

You should read the selected financial data presented below in conjunction with “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Blade’s consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement. Historical operating results are not necessarily indicative of future operating results.

	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:	As of December 31 2020			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

(1)

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of EIC and Blade adjusted to give effect to the business combination and the other events contemplated by the Transactions. Unless otherwise indicated or the context otherwise requires, references to the “Combined Entity” refer to EIC and its consolidated subsidiaries after giving effect to the Transactions. Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Introduction

The unaudited pro forma condensed combined balance sheet as of December 31, 2020, combines the historical audited condensed balance sheet of EIC as of December 31, 2020, with the historical unaudited consolidated balance sheet of Blade as of December 31, 2020, giving effect to the Transactions, as summarized below, as if they had been consummated on December 31, 2020.

EIC and Blade have different fiscal years. EIC’s fiscal year ends on December 31, whereas Blade’s fiscal year ends on September 30. As the fiscal year end of the Combined Entity will be September 30, the unaudited pro forma condensed combined financial information has been prepared using September 30 as the fiscal year end. The unaudited pro forma condensed combined statement of operations for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 was derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 was derived by adding the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement of operations of EIC for the period from May 24, 2019 (inception) through September 30, 2019. The unaudited pro forma condensed combined statements of operations of the Combined Entity for the three months ended December 31, 2020 and twelve months ended September 30, 2020 are presented on a pro forma basis as if the Transactions, as summarized below, had been consummated on October 1, 2019.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements, the accompanying notes and other specified information, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement:

•

The historical audited financial statements and the related notes of EIC as of and for the fiscal year ended December 31, 2020, the historical unaudited condensed financial statements and the related notes of EIC as of and for the three and nine months ended September 30, 2020 and for the three months ended September 30, 2019 and for the period from May 24, 2019 (inception) through September 30, 2019, and the historical audited financial statements of EIC as of December 31, 2019 and for the period from May 24, 2019 (inception) through December 31, 2019;

•

the historical unaudited condensed consolidated financial statements and the related notes of Blade as of and for the three months ended December 31, 2020, and the historical audited consolidated financial statements and the related notes of Blade as of and for the fiscal year ended September 30, 2020; and

•

other information relating to EIC and Blade included in this proxy statement/prospectus/consent solicitation statement, including the description of the Merger, the terms of the Merger Agreement

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and the terms of the other agreements relating to the Transactions set forth under the sections titled “The Merger,” “The Merger Agreement” and “Certain Other Agreements Relating to the Transactions,” respectively.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies been combined as of the dates presented. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had Blade and EIC been combined as of the dates presented or the future results that the Combined Entity will experience. EIC and Blade have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between Blade and EIC.

The unaudited pro forma condensed combined financial information should also be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, EIC’s and Blade’s unaudited and audited financial statements and related notes, “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Description of the Merger

On December 14, 2020, EIC, entered into the Merger Agreement, providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity and wholly-owned subsidiary of EIC.

Pursuant to EIC’s current certificate of incorporation, EIC’s public stockholders may demand that EIC redeem all or a portion of their public shares of EIC Class A common stock for cash upon the completion of the Merger at a per share price equal to a full pro rata portion of the funds held in the trust account calculated as of two business days prior to the consummation of the Merger. As of March 17, 2021, the record date for the special meeting, this would amount to approximately $10.07 per share.

Upon consummation of the Merger:

(a)

each share of Blade Common Stock that is issued and outstanding as of immediately prior to the effective time of the Merger (other than treasury stock) will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A common stock equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate exercise prices of all in the money Blade Options outstanding as of immediately prior to the effective time of the Merger divided by (B) the fully-diluted number of shares of Blade Common Stock (as calculated pursuant to the Merger Agreement and including the aggregate number of shares of Blade Common Stock issuable upon the conversion of Blade Preferred Stock and the aggregate number of Blade Common Stock issuable upon the exercise of the in the money Blade Options (the “Closing Per Share Exchange Amount”) divided by (ii) the Reference Price of $10.00 per share (rounded down to the nearest whole number of shares of EIC Class A common stock, with no cash being payable for any fractional share eliminated by such rounding) (the “Closing Per Share Stock Consideration”).

(b)

each share of Blade Preferred Stock that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A common stock equal to the Closing Per Share Stock Consideration multiplied by the number of shares of Blade Common Stock issuable upon the conversion of such share of Blade Preferred Stock; and

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(c)

each Blade Option that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be assumed by EIC and automatically converted into an EIC Option to purchase a number of shares of EIC Class A common stock equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time of the Merger multiplied by (2) the Closing Per Share Stock Consideration (rounded down to the nearest whole number of shares of EIC Class A common stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of EIC Class A common stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Stock Consideration (rounded up to the nearest whole cent).

For purposes of the unaudited pro forma condensed combined financial information presented below, we have assumed that an aggregate of 35,625,000 shares of EIC Class A common stock will be issued in connection with the closing of the Merger, consisting of (a) 26,074,271 shares of EIC Class A common stock issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (b) 9,550,690 shares of EIC Class A common stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued pursuant to the adoption and conversion of Blade Options to purchase an aggregate of 13,391,751 shares of Blade Common Stock at a weighted average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled. Options granted under the 2015 Plan vest over a period of time determined by Blade’s board of directors, subject to the option holder’s continuous service through each applicable vesting date. Consummation of the Merger will not automatically cause the vesting of options under the 2015 Plan but the Blade Board approved that vesting of all options outstanding under the 2015 Plan that were granted before December 14, 2020 and are held by current employees or other service providers will be accelerated upon the Merger; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders. As a result, the shares of EIC Class A common stock underlying the EIC Options will be considered issued and outstanding as of the closing of the Merger for purposes of the unaudited pro forma condensed combined financial information presented below.

Accounting for the Transactions

The Transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, EIC will be treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Blade having the ability to appoint a majority of the initial Board of the Combined Entity, Blade’s senior management comprising the senior management of the Combined Entity, and Blade’s operations comprising the ongoing operations of the Combined Entity. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of Blade with the Transactions treated as the equivalent of Blade issuing stock for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be presented as those of Blade in future reports of the Combined Entity.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the Combined Entity upon consummation of the Transactions. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described above and in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have

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been achieved had the Transactions occurred on the dates indicated, and do not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Transactions are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the Combined Entity following the completion of the Transactions. The unaudited pro forma adjustments represent Blade management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined financial information contained herein assumes that the EIC stockholders approve each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal and that the consent of the requisite Blade stockholders is received. Pursuant to EIC’s current certificate of incorporation, EIC’s public stockholders may elect to redeem their public shares for cash even if they approve the business combination proposal. EIC cannot predict how many of its public stockholders will exercise their right to redeem their public shares of EIC Class A common stock for cash. The unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios after giving effect to the Transactions, as follows:

•

Assuming Maximum Redemptions: this scenario assumes that EIC public stockholders holding 27.5 million of EIC’s public shares (i.e., all of EIC’s public shares) exercise their redemption rights and that such shares are redeemed for their pro rata share (assuming $10.00 per share) of the funds in EIC’s trust account for aggregate redemption proceeds of $275.0 million. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, (1) immediately prior to Closing and without giving effect to any of the other Transactions, EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (2) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets. This scenario gives effect to the maximum number of redemptions that meet these conditions.

The following summarizes the pro forma EIC Class A common stock issued and outstanding immediately after consummation of the Transactions, presented under the two redemption scenarios:

	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%

(1)

Reflects the shares of EIC Class A common stock underlying the EIC Options as issued and outstanding as of the closing of the Merger. The number of shares issued assumes that the payment of the exercise price for such EIC Options is net settled.

(2)

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The two alternative levels of redemptions assumed in the unaudited pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the outstanding Warrants issued by EIC as such securities are not exercisable until 30 days after the Closing.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

Other Events in connection with the Transactions

Other events that are contemplated to take place in connection with the Transactions are summarized below:

•

the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares will be purchased by Steele ExpCo;

•

the estimated transaction costs of approximately $32.0 million to be incurred with the Transactions are capitalized. These costs relate to $1.4 million of deferred recapitalization costs incurred by Blade, $9.6 million of deferred underwriting fees and offering costs previously incurred by EIC, and approximately $21.0 million of legal, PIPE Investment, and other fees which are direct and incremental to the Transactions and are adjusted against additional paid in capital;

•

no Working Capital Warrants are issued;

•

all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one for one basis; and

•

the repayment of Blade’s PPP Loan in the principal amount of $1.2 million.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2020

							Assuming No Redemptions						Assuming Maximum Redemptions
(In thousands)	Historical Blade			Historical EIC			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined			Additional Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
	(a)			(b)
Assets			—			—			—			—			—			—
Current assets			—			—			—			—			—			—
Cash and cash equivalents		$	10,216		$	846		$	276,943(c)		$	381,243		$	(276,943)(h)		$	104,300
—			—			—			125,000(d)			—			—			—
—			—			—			(30,597)(e)			—			—			—
—			—			—			(1,165)(k)			—			—			—
Restricted cash			121			—			—			121			—			121
Prepaid expenses and other current assets			1,386			50			—			1,436			—			1,436
Accounts receivable			1,545			—			—			1,545			—			1,545
Total current assets			13,268			896			370,181			384,345			(276,943)			107,402
Non-current assets
Marketable securities held in Trust Account			—			276,943			(276,943)(c)			—			—			—
Deferred recapitalization costs			1,403			—			(1,403)(e)			—			—			—
Investment in joint venture			200			—			—			200			—			200
Other non-current assets .			110			—			—			110			—			110
Intangible assets, net			989			—			—			989			—			989
Operating right-of-use asset .			662			—			—			662			—			662
Property and equipment, net .			1,700			—			—			1,700			—			1,700
Total assets		$	18,332		$	277,839		$	91,835		$	388,006		$	(276,943)		$	111,063

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2020

							Assuming No Redemptions						Assuming Maximum Redemptions
(In thousands)	Historical Blade			Historical EIC			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined			Additional Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
	(a)			(b)
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses		$	2,139		$	159		$	—		$	2,298		$	—		$	2,298
Accrued offering costs			—			26			(26)(e)			—			—			—
Income taxes payable			—			206			—			206			—			206
Deferred revenue			4,418			—			—			4,418			—			4,418
Operating lease liability, current			403			—			—			403			—			403
Note payable			1,165			—			(1,165)(k)			—			—			—
Total current liabilities			8,125			391			(1,191)			7,325			—			7,325
Non-current liabilities
Deferred underwriting fee payable			—			9,625			(9,625)(e)			—			—			—
Operating lease liability, long-term			211			—			—			211			—			211
Total liabilities			8,336			10,016			(10,816)			7,536			—			7,536
Commitments and contingencies:
Class A common stock subject to possible redemption			—			262,823			(262,823)(f)			—			—			—
Stockholders’ Equity
Class A Common stock, $0.0001 par value			—			—			4(g)			9			(3)(h)			6
			—			—			3(f)			—			—			—
			—			—			1(d)			—			—			—
			—			—			1(j)			—			—			—
Class B Common stock, $0.0001 par value			—			1			(1)(j)			—			—			—
Preferred stock – Series Seed, $0.00001 par value			—			—			—			—			—			—
Preferred stock – Series A, $0.00001 par value			—			—			—			—			—			—
Preferred stock – Series B, $0.00001 par value			—			—			—			—			—			—
Common stock, $0.00001 par value			—			—			—			—			—			—
Additional paid in capital			49,495			4,087			124,999(d)			420,519			(276,940)(h)			143,579
			—			—			(4)(g)			—			—			—
			—			—			(22,349)(e)			—			—			—
			—			—			262,820(f)			—			—			—
			—			—			912(i)			—			—			—
			—			—			559(l)			—			—			—
Retained earnings (Accumulated deficit)			(39,499)			912			(912)(i)			(40,058)			—			(40,058)
			—			—			(559)(l)			—			—			—
Total stockholders’ equity			9,996			5,000			365,474			380,470			(276,943)			103,527
Total Liabilities and Stockholders’ Equity		$	18,332		$	277,839		$	91,835		$	388,006		$	(276,943)		$	111,063

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended December 31, 2020

							Assuming No Redemptions						Assuming Maximum Redemptions
(in thousands, except share data)	Historical Blade			Historical EIC			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined			Additional Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
	(aa)			(bb)
Revenue		$	7,986		$	—		$	—		$	7,986		$	—		$	7,986
Operating expenses
Cost of revenue			6,322			—			—			6,322			—			6,322
Software development			186			—			—			186			—			186
General and administrative			3,411			257			—			3,668			—			3,668
Selling and marketing			435			—			—			435			—			435
Total operating expenses			10,354			257			—			10,611			—			10,611
Loss from operations			(2,368)			(257)			—			(2,625)			—			(2,625)
Other non-operating income (expense)
Interest income			7			5			(5)(cc)			7			—			7
Interest expense			—			—			—			—			—			—
Total other income (expense)			7			5			(5)			7			—			7
Income (loss) before income taxes			(2,361)			(252)			(5)			(2,618)			—			(2,618)
Benefit (provision) for income taxes			—			(86)			1(cc)			(85)			—			(85)
Net income (loss)		$	(2,361)		$	(338)		$	(4)		$	(2,703)		$	—		$	(2,703)
Weighted average shares of Class A Common Stock outstanding, basic and diluted						8,214,508						82,500,000						55,000,000
Net loss per share of Class A Common Stock, basic and diluted					$	(0.05)					$	(0.03)					$	(0.05)
Weighted average shares of Blade Common Stock outstanding, basic and diluted			12,616,039
Net loss per share of Blade Common Stock, basic and diluted		$	(0.19)

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Twelve Months Ended September 30, 2020

							Assuming No Redemptions						Assuming Maximum Redemptions
(in thousands, except share data)	Historical Blade			Historical EIC			Pro Forma Transaction Accounting Adjustments			Pro Forma Combined			Additional Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
	(aa)			(bb)
Revenue		$	23,434		$	—		$	—		$	23,434		$	—		$	23,434
Operating expenses
Cost of revenue			21,107			—			—			21,107			—			21,107
Software development			861			—			—			861			—			861
General and administrative			9,292			646			559(ddd)			10,497			—			10,497
Selling and marketing			2,533			—			—			2,533			—			2,533
Total operating expenses			33,793			646			559			34,998			—			34,998
Loss from operations			(10,359)			(646)			(559)			(11,564)			—			(11,564)
Other non-operating income (expense)
Interest income			200			2,104			(2,104)(ccc)			200			—			200
Interest expense			(1)			—			—			(1)			—			(1)
Total other income (expense)			199			2,104			(2,104)			199			—			199
Income (loss) before income taxes			(10,160)			1,459			(2,663)			(11,365)			—			(11,365)
Benefit (provision) for income taxes			—			(306)			64(ccc)			(242)			—			(242)
Net income (loss)		$	(10,160)		$	1,153		$	(2,599)		$	(11,607)		$	—		$	(11,607)
Weighted average shares of Class A Common Stock outstanding, basic and diluted						8,208,043						82,500,000						55,000,000
Net loss per share of Class A Common Stock, basic and diluted					$	(0.03)					$	(0.14)					$	(0.21)
Weighted average shares of Blade Common Stock outstanding, basic and diluted			12,512,567
Net loss per share of Blade Common Stock, basic and diluted		$	(0.81)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The pro forma adjustments have been prepared as if the Transactions had been consummated on December 31, 2020, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Transactions had been consummated on October 1, 2019, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with GAAP.

The Transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, EIC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of Blade with the Transactions treated as the equivalent of Blade issuing stock for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be presented as those of Blade in future reports of the Combined Entity.

As the fiscal year end of the Combined Entity will be September 30, the unaudited pro forma condensed combined financial information has been prepared using September 30 as the fiscal year end. The unaudited pro forma condensed combined statement of operations for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 was derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 was derived by adding the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement of operations of EIC for the period from May 24, 2019 (inception) through September 30, 2019.

The pro forma adjustments represent management’s estimates based on information available as of the date of this proxy statement/prospectus/consent solicitation statement and are subject to change as additional information becomes available and additional analyses are performed. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the closing of the Transactions are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the proceeds from the recapitalization transaction, which are reflected in the Combined Entity’s additional paid-in capital and are assumed to be cash settled.

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020

The unaudited pro forma condensed combined balance sheet as of December 31, 2020 reflects the following adjustments:

(a)

Represents the Blade historical unaudited condensed consolidated balance sheet as of December 31, 2020.

(b)

Represents the EIC historical audited balance sheet as of December 31, 2020.

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(c)

Represents the reclassification of $276.9 million of marketable securities held in the trust account of EIC that will become available in the no redemptions scenario for transaction consideration, transaction expenses, and the operating activities in conjunction with the Transactions.

(d)

Represents the proceeds of $125.0 million from the issuance of 12,500,000 shares of EIC Class A common stock with a par value of $0.0001 from the PIPE Investment based on commitments received as of the date hereof.

(e)

Represents the pro forma adjustment to record estimated transaction costs of $32.0 million to be incurred with the Transactions. These costs relate to $1.4 million of deferred recapitalization costs incurred by Blade, $9.6 million of deferred underwriting fees and offering costs incurred by EIC, and approximately $21.0 million of legal, PIPE Investment, and other fees which are direct and incremental to the Transactions and are adjusted against additional paid in capital.

(f)

Represents the pro forma adjustments to reclassify $262.8 million of EIC Class A common stock subject to possible redemption to EIC Class A common stock with a par value of $0.0001 and to additional paid in capital. In connection with the Transactions, EIC’s public stockholders will be issued 27,500,000 shares of EIC Class A common stock with a par value of $0.0001 in the no redemption scenario.

(g)

Represents the pro forma adjustments to issue 35,625,000 shares of EIC Class A common stock with a par value of $0.0001 per share to Blade’s stockholders in connection with the Transactions. The Blade Board approved that vesting of all options outstanding under the 2015 Plan that were granted before December 14, 2020 and are held by current employees or other service providers will be accelerated upon the Merger; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders. As a result, the shares of EIC Class A common stock underlying the EIC Options will be considered issued and outstanding as of the closing of the Merger. The number of shares issued assumes that the payment of the exercise price for such EIC Options is net settled.

(h)

Represents the pro forma adjustment for the 27,500,000 shares of EIC Class A common stock with a par value of $0.0001 per share that are assumed to be redeemed under the maximum redemption scenario at an estimated per share redemption price of $10.00. Under the maximum redemption scenario, $276.9 million in cash will be paid to redeeming shareholders with the offset to additional paid in capital.

(i)

Represents the pro forma adjustment to reclassify the retained earnings of EIC to additional paid in capital.

(j)

Represents the pro forma adjustment to reclassify EIC Class B common stock with a par value of $0.0001 per share to EIC Class A common stock with a par value of $0.0001. In connection with the Transactions, the Sponsor will be issued 6,875,000 shares of EIC Class A common stock with a par value of $0.0001 per share.

(k)

Represents the pro forma adjustment to record the repayment of Blade’s PPP Loan prior to the closing of the Merger.

(l)

Represents the pro forma adjustment to retained earnings and additional paid in capital related to the accelerated vesting of Blade Options subject to triggering excise tax under Code Section 4999 and loss of deduction under Code Section 280G, as approved by the Blade Board upon the consummation of the Merger. This is a nonrecurring event.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended December 31, 2020

The unaudited pro forma condensed combined statement of operations for the three months ended December 31, 2020 reflects the following adjustments:

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(aa)

Represents the Blade historical unaudited condensed consolidated statement of operations for the three months ended December 31, 2020.

(bb)

Represents the EIC historical unaudited condensed statement of operations for the three month period ended December 31, 2020 derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020. See reconciliation of EIC’s historical unaudited condensed statement of operations at Note 5.

(cc)

Reflects the pro forma adjustment to eliminate the interest income and the related tax provision, calculated at the estimated statutory federal income tax rate of approximately 21%, on the marketable securities held in the trust account of EIC.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended September 30, 2020

The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 reflects the following adjustments:

(aaa)

Represents the Blade historical audited consolidated statement of operations for the fiscal year ended September 30, 2020.

(bbb)

Represents the EIC historical unaudited condensed statement of operations for the twelve month period ended September 30, 2020 derived by adding the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC for the for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement of operations of EIC for the for the period from May 24, 2019 (inception) through September 30, 2019. See reconciliation of EIC’s historical unaudited condensed statement of operations at Note 5.

(ccc)

(ddd)

Represents the pro forma adjustment to record the remaining unrecognized stock-based compensation expense related to the accelerated vesting of Blade Options subject to triggering excise tax under Code Section 4999 and loss of deduction under Code Section 280G, as approved by the Blade Board upon the consummation of the Merger. This is a nonrecurring event.

Reconciliation of EIC’s Historical Unaudited Condensed Statement of Operations

A reconciliation of EIC’s historical unaudited condensed statement of operations for the three months ended December 31, 2020 is as follows:

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CONDENSED STATEMENT OF OPERATIONS

(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)

A reconciliation of EIC’s historical unaudited condensed statement of operations for the twelve months ended September 30, 2020 is as follows:

CONDENSED STATEMENT OF OPERATIONS

(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

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EIC’S MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to “we,” “us” or the “Company” refer to Experience Investment Corp. References to our “management” or our “management team” refer to EIC’s officers and directors, and references to the “Sponsor” refer to Experience Sponsor, LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this proxy statement/prospectus/consent solicitation statement. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” section includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” section regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of this proxy statement/prospectus/consent solicitation statement. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Recent Developments

On December 14, 2020, EIC entered into the Merger Agreement with Merger Sub and Blade, providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity, and certain other agreements relating thereto. See “The Merger,” “The Merger Agreement” and “Certain Other Agreements Relating to the Transactions’’ for more information.

Overview

We are a blank check company incorporated as a Delaware Corporation on May 24, 2019 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We intend to complete our initial Business Combination using cash from the proceeds of this offering and the private placements of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

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

•

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

•

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

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•

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

•

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

•

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

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

•

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

•

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

•

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

•

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

•

our inability to pay dividends on our common stock;

•

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

•

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

•

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

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

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

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

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2020 were organizational activities and those necessary to prepare for the EIC IPO, described below, and, after EIC IPO, identifying a target company for an initial business combination and activities in connection with the proposed aquisition of Blade. We do not expect to generate any operating revenues until after completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in our trust account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.

For the year ended December 31, 2020, we had net income of $127,718, which consisted of interest income on marketable securities held in the trust account of $1,016,670, offset by operating costs of $678,487 and a provision for income taxes of $210,465.

For the period from May 24, 2019 (date of inception) through December 31, 2019, we had net income of $784,778, which consisted of interest income on marketable securities held in the trust account of $1,261,596, offset by operating and formation costs of $268,206 and a provision for income taxes of $208,612.

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Liquidity and Capital Resources

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

As of December 31, 2020, we had marketable securities held in the trust account of $276,943,339 (including approximately $1,943,000 of interest income) consisting of shares in a money market fund that invests primarily in U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2020, we withdrew $334,927 of interest earned on the trust account to pay franchise and income taxes.

For the year ended December 31, 2020, cash used in operating activities was $794,467. Net income of $127,718 impacted by interest income earned on marketable securities held in the trust account of $1,016,670. Changes in operating assets and liabilities used $94,485 of cash from operating activities.

For the period from May 24, 2019 (inception) through December 31, 2019, cash used in operating activities was $256,512. Net income of $784,778 was offset by interest income earned on marketable securities held in the trust account of $1,261,596. Changes in operating assets and liabilities provided $220,306 of cash from operating activities.

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

As of December 31, 2020, we had cash of $846,068 held outside the trust account. We intend to use the funds held outside the trust account to pay for our remaining offering costs and to identify and evaluate target business, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a business combination.

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

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

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Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to a deferred fee of $0.35 per unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Merger Consulting Agreement

We entered into an agreement on October 8, 2020, whereby we engaged a vendor to perform consulting services totaling $1,100,000 for market and industry research, merger profitability analyses, and potential market share estimations. The agreement specifies that $110,000, which represents 10% of the total fee, is due upon completion of the engagement. The remaining $990,000 is contingent on a successful business combination with Blade. As of December 31, 2020, we have incurred, recorded, and paid $110,000 for these services. The remaining $990,000 that is contingent on a successful business combination with Blade is not included within the financial statements as of December 31, 2020.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

EIC Class A Common Stock Subject to Possible Redemption

We account for our EIC Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of EIC Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. EIC Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our consolidated balance sheets.

Net Income Per Common Share

We apply the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the trust account and not our income or losses.

Recent accounting standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

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INFORMATION ABOUT EIC

References in this “Information About EIC” section to “we,” “us” or the “Company” refer to Experience Investment Corp.

Overview

We are an early stage blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this “Information About EIC” section as our “initial business combination.” We have generated no operating revenues to date and will not generate operating revenues until we consummate our initial business combination.

Since the EIC IPO, we have concentrated our efforts on identifying and acquiring a business that could benefit from leveraging our extensive operational, capital markets and investment management experience in the broader travel and leisure industry and that presents potential for an attractive risk-adjusted return profile under our management. Our management team and the broader KSL Capital Partners platform has an extensive network of relationships in the travel and leisure industry and significant experience in identifying and executing acquisitions in travel and leisure, including consumer businesses related thereto. In addition, our management team has a history of preparing for and executing initial public offerings and scaling early stage investment platforms.

Business Strategy

Our business strategy is to utilize our management team’s existing investment identification and opportunity evaluation experience to identify, acquire and, after our initial business combination, implement an operating strategy with a view of creating value for our shareholders through growth, repositioning, operational improvements, capital infusion or future acquisitions. Our focus on value creation will be driven by a disciplined investment strategy that aims to conduct comprehensive due diligence, thoughtful underwriting and deep strategic analysis, resulting in a thorough evaluation of each investment opportunity. Mr. Affeldt and KSL Capital Partners are leveraging their longstanding relationships, network of industry connections and what we believe to be their ability to uncover attractive opportunities in the travel and leisure industry, including consumer businesses, and support them with market expertise. Initial business combination opportunities may be sourced through our management team’s and KSL Capital Partner’s network of travel and leisure owners and investors, operating partners, financial firms, brokers and lenders.

Market Opportunity

We intend to identify and acquire a business within the travel and leisure industry with an overall transaction value between $500 million and $2.0 billion. We believe that this sector represents attractive target markets given the size, breadth and prospects for growth, with travel and tourism having contributed nearly $8.8 trillion to global GDP in 2018 and expected to grow an average of 7.1% annually through 2028. Based on demographic trends and a developing middle class in emerging economies, long-term demand for travel and leisure industry is not only resilient but expanding. Consumers are spending increasing amounts on active, experience-based recreation and vacations. In 2018, the United States’ direct travel and tourism spending was $1.1 trillion, which represented a compounded annual growth rate of 3.5% since 2000. We believe that favorable macro demographic trends and a growing economy will make the travel and leisure industry even more attractive in the coming years. Further, we believe that the market landscape is both wide and deep, with many potential target companies that would make great potential candidates. Our management team is looking to identify business combination targets which are in need of strategic growth capital, will benefit from becoming a publicly listed company or which need to repurchase debt, target strategic acquisitions or require working capital.

Acquisition Criteria

We have and intend to continue to seek to identify companies that have compelling growth potential and a combination of the following characteristics. We have and intend to continue to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business

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combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have the following attributes:

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Competitive market position. We are seeking candidates that operate in markets with strong fundamentals. We will evaluate the strength of each market based on several factors including competitive dynamics, demand drivers, projected supply growth, and barriers to entry.

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Strong target management teams. We are seeking candidates who have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions, and generating strong free cash flow. We will diligence a target company’s leadership team to evaluate if there are areas that need to be improved or require additional personnel.

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Utilize our management team’s operating expertise. We are focusing on investments in companies whose performance and operations can benefit from our management and strategic operating team’s expertise, including improving operations with enhanced managing capabilities and growing travel and leisure companies, including consumer businesses in both the public and private markets. We are utilizing the depth of our industry relationships to find personnel that supplement and enhance the existing management team’s expertise.

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Ready for the next phase of growth. We are seeking candidates where we believe we can help the company grow strategically, where an acquisition or robust expansion may help facilitate this. We believe that we are well-positioned to evaluate and improve a target company’s growth prospects and to help them realize the opportunities, having invested in and operated companies at various stages of the growth cycle in the past. We are also targeting candidates who will benefit from capital investment to renovate, revitalize, or transform the business.

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Opportunity for operational improvements. We are identifying candidates that we believe would be aided from our strategic operating team’s knowledge and expertise to drive growth and improve operations. This could take the form in helping identify revenue-generating strategies, sales and marketing efforts, evaluating strategic partnerships, or rationalizing expenses.

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Opportunities for bolt-on acquisitions. We intend to acquire one or more businesses that we can grow both organically and through acquisitions. We believe that our ability to source proprietary investment opportunities helps the business create a platform that can grow through future add-on acquisitions.

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Appropriate valuations. We are a disciplined and valuation-centric investor that will invest on terms that we believe provide significant upside potential with limited downside risk.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We believe the proposed Transactions meet the criteria and guidelines described above.

Our Acquisition Process

We believe that conducting comprehensive due diligence on prospective investments is particularly important within the travel and leisure industry. We are utilizing the diligence, rigor, and expertise of KSL Capital Partners’ platform to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team’s extensive tenure investing in the travel and leisure industry, we are often familiar with the prospective target’s end-market, competitive landscape and business model.

In evaluating Blade, we conducted a thorough diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, and financial analyses as well as a review of other information that was made available to us.

Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by September 17, 2021.

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Status as an “Emerging Growth Company”

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 17, 2024, the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 .0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Permitted Purchases of our Securities

In the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by

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either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Our Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated certificate of incorporation provides that we have until September 17, 2021 to complete our initial business combination. If we are unable to complete our business combination by September 17, 2021, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by September 17, 2021.

Our Sponsor, officers and directors have waived their rights to liquidating distributions from the trust account with respect to any Founder Shares held by them if we fail to complete our initial business combination by September 17, 2021. However, if our Sponsor, officers or directors acquire public shares in or after the EIC IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within such time period.

Our Sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would modify (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our by September 17, 2021 or (ii) the other provisions relating to stockholders’ rights or pre-initial business activities, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above) we would not proceed with the amendment or the related redemption of our public shares.

We expect to use the amounts held outside the trust account ($846,068 as of December 31, 2020) to pay for all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, if we do not complete an initial business combination by September 17, 2021, although there can be no assurances that there will be sufficient funds for such purpose. However, if those funds are not

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sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the EIC IPO and the sale of the Private Placement Warrants, other than the proceeds deposited in the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.07 (based on the trust account balance as of December 31, 2020). The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. There can be no assurances that the actual per-share redemption amount received by stockholders will not be substantially less than $10.07 (based on the trust account balance as of December 31, 2020). Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, there can be no assurances that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we have and will continue to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of EIC. We have not asked our Sponsor to reserve for such indemnification obligations. Therefore, there can be no assurances that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for such indemnification obligations and there can be no assurances that our Sponsor would be able to satisfy those obligations. Accordingly, there can be no assurances that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We may have access to use the amounts held outside the trust account ($846,068 as of December 31, 2020) to pay any such potential claims but these amounts may be spent on expenses incurred as result of being a public company or due diligence expenses on prospective business combination candidates. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination by September 17, 2021 may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination by September 17, 2021 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our business combination by September 17, 2021, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following September 17, 2021 and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any

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claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in the EIC IPO underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our Sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, there can be no assurances we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. There can be no assurances that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our business combination by September 17, 2021, subject to applicable law, (ii) in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination by September 17, 2021 or (iii) our completion of an initial business combination, and then only in connection with those shares of our common stock that such stockholder properly elected to redeem, subject to the limitations described herein. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above.

Human Capital

We currently have three officers. These individuals are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs and intend to continue doing so until we have completed our initial business combination. The amount of time they devote in any time period may vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

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Legal Proceedings

On April 1, 2021, Shoreline Aviation, Inc. filed an Amended Complaint in the United States District Court for the Eastern District of New York naming Cynthia L. Herbst, Sound Aircraft Flight Enterprises, Inc., Ryan A. Pilla, Blade Urban Air Mobility, Inc., Robert Wiesenthal and Melissa Tomkiel as defendants. The case is captioned Aviation, Inc. v. Sound Aircraft Flight Enterprises, Inc. et al., No. 2:20-cv-02161-JMA-SIL (E.D.N.Y.). The complaint alleges, among other things, claims of misappropriation, violation of the Defend Trade Secrets Act, unfair competition, tortious interference with business relations, constructive trust, tortious interference with contract, and aiding and abetting breach of fiduciary duty against Blade, Robert Wiesenthal and Melissa Tomkiel (together the “Blade Defendants”). Claims against the Blade Defendants relate to the May 2018 Asset Purchase Agreement between Blade and Sound Aircraft Flight Enterprises, Inc. (“SAFE”) and Cindy Herbst, pursuant to which Blade purchased SAFE’s complete customer list, including names, contact information and customer flight histories. The complaint demands compensatory and consequential damages in excess of $13 million relating to the claims against the Blade Defendants, as well as punitive damages, certain equitable remedies, interest and attorneys’ fees and costs. Blade believes the legal claims are without merit and intends to vigorously defend the matter.

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MANAGEMENT OF EIC

Executive Officers and Directors

References in this “Management of EIC” section to “we,” “us” or the “Company” refer to Experience Investment Corp.

The current executive officers and directors of EIC are set forth in the chart below.

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

Set forth below is a brief description of the business experience of each of our executive officers and directors:

Eric Affeldt, our Chief Executive Officer since inception and Chairman since the EIC IPO, was from 2006 to 2017 the President and Chief Executive Officer of ClubCorp, a privately held owner and operator of golf, dining and fitness clubs. In 2017, he assisted with the take private transaction of ClubCorp (NYSE: MYCC), which was previously listed on the New York Stock Exchange (“NYSE”), to an affiliate of Apollo Global Management. Prior to joining ClubCorp, he served as a principal of KSL Capital Partners from 2005 to 2007. In addition, Mr. Affeldt was president of General Aviation Holdings, Inc., an aviation holding company, from 2000 to 2005. Prior to this, Mr. Affeldt also served as President and Chief Executive Officer of KSL Fairways; vice president and general manager of Doral Golf Resort and Spa in Miami and the PGA West and La Quinta Resort and Club in California. He also serves on the board of directors of the Vail Health System, a private healthcare system in Colorado, since 2017. Mr. Affeldt served as a director for Cedar Fair Entertainment Company (NYSE:FUN), an owner and operator of amusement parks, from 2010 to 2018, and was chairman of the board of directors from 2012 to 2018. He holds a B.A. in Political Science and Religion from Claremont McKenna College. We believe Mr. Affeldt is well qualified to serve as one of our directors due to his extensive operational, board and investment experience.

Charlie Martin, our Chief Financial Officer and Treasurer since inception, is the Chief Financial Officer of KSL Capital Partners. Mr. Martin joined KSL Capital Partners in 2005 after having served as Vice President of Tax for ProLogis (NYSE:PLD) a real estate investment trust. Prior to joining ProLogis, Mr. Martin was a Tax Manager for Security Capital Group (NASDAQ:SCZ) a real-estate holding company, which he joined in 1995. He is a certified public accountant and holds a Masters of Accountancy and a Bachelors of Accountancy from New Mexico State University.

Michael Mohapp, our Chief Investment Officer and Secretary since inception, is a Principal at KSL Capital Partners and a member of its Investment Committee. Mr. Mohapp joined KSL Capital Partners in 2010. Mr. Mohapp is a member of the board of directors of Outrigger Hotels & Resorts, a KSL Capital Partners portfolio company. As a member of KSL Capital Partner’s Investment Committee, Mr. Mohapp provides input into strategic decisions for the firm and has a voice in the approval of new investments. Previously, Mr. Mohapp was an analyst at Citi’s Investment Banking Division in the Real Estate & Lodging Group in New York. Mr. Mohapp graduated from Wake Forest University, summa cum laude, with a B.S. in Finance.

Martin Newburger, one of our directors since inception, has served as a Partner at KSL Capital Partners since 2006. Prior to joining KSL Capital Partners, Mr. Newburger was a director at Citigroup, focusing on lodging and leisure investment banking clients, from 2005 to 2006. He was a director at Deutsche Bank, with a similar client focus, from 1998 to 2005. He holds a B.A. from the University of Pennsylvania.

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Mr. Newburger is well qualified to serve as a director due to his financial expertise on various capital markets transactions and on mergers and acquisitions.

Brian C. Witherow, a director, has served as executive vice president and chief financial officer of Cedar Fair Entertainment Company (NYSE:FUN), an owner and operator of amusement parks, since 2012. Mr. Witherow began his career with public accounting firm Arthur Andersen, and joined Cedar Fair in 1995 as corporate director of investor relations. He was promoted to corporate treasurer in 2004 and named vice president and corporate controller the following year. Mr. Witherow earned his B.S. in Accounting from Miami University. Mr. Witherow is well qualified to serve as a director due to his extensive experience in the leisure and recreation industries, as well as his accounting and finance background.

Rafael Pastor, a director, currently serves as a director of several corporations ranging from KUEHG Corp., dba KinderCare Education, a provider of early childhood care and learning at approximately 1,500 centers throughout the United States, since 2015; eDisability, LLC, dba Ensight, a provider of SaaS-based sales and data acceleration platforms to insurance carriers and national distributors in the United States, since 2014; and Rosetta Books, LLC, dba RosettaBooks, an independent publisher of an e-book catalog of iconic titles and of leadership titles, since 2000. He also serves on the boards of several not-for-profit organizations ranging from chairman of the School of Global Policy and Strategy at the University of California, San Diego to the National Association of Corporate Directors (Pacific Southwest Chapter). From 2004 to 2013, he was chairman and chief executive officer of Vistage International, a large for-profit chief executive membership and peer mentoring company. Previously, Mr. Pastor held senior executive positions at global media companies, including as chief executive officer of Hoyts Cinemas Corporation; president of USA Networks International; executive vice president, International, of News Corporation and Fox Television International; and president of CBS/Fox Video International. In 1999, he and his partner founded the Sonenshine Pastor investment banking firm, now Sonenshine Partners, which he left in 2004. Mr. Pastor started his career as an attorney, first at Hawkins, Delafield and Wood and then as Associate General Counsel at CBS Inc. He earned his B.A. degree from Columbia University and J.D. degree from NYU School of Law. Mr. Pastor is well qualified to serve as a director due to his extensive background in membership and subscription businesses, investing, corporate leadership, media and entertainment.

Edward Philip, a director, was the Chief Operating Officer of Partners in Health, a global non-profit healthcare organization, responsible for overseeing the operations of the Partners in Health projects globally including in countries such as Liberia, Sierra Leone, Rwanda and Haiti, from 2013 to 2017. Previously he served as Special Partner of Highland Consumer Fund, a consumer-oriented investment fund which he founded, from 2013 to 2017 and as Managing General Partner from 2006 to 2013. Mr. Philip was one of the founding members of the internet search company Lycos, Inc. During his time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Mr. Philip spent time as the Vice President of Finance for The Walt Disney Company and also previously spent a number of years in investment banking. He currently serves on the board of directors of United Airlines Holdings Inc. (NASDAQ: UAL), an airline, since 2016, Hasbro, Inc. (NASDAQ: HAS), a toy and entertainment company, since 2002 and BRP Inc. (NASDAQ: DOOO), a Canadian recreational vehicle manufacturer, since 2005. Mr. Philip received a B.S. in Economics and Mathematics from Vanderbilt University and an M.B.A. from Harvard Business School. Mr. Philip is well qualified to serve as a director due to his extensive public company board service as well as his extensive experience in the travel, leisure and recreation industries.

Number and Terms of Office of Officers and Directors

Our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Pastor and Philip, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Witherow, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Affeldt and Newburger, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

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Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the Board.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Messrs. Witherow, Pastor and Philip are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Officer and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Committees of the Board

Our Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

Messrs. Witherow, Pastor and Philip serve as members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Messrs. Witherow, Pastor and Philip meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Mr. Witherow serves as chairman of our audit committee.

Each member of the audit committee is financially literate and our Board has determined that Mr. Witherow qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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•

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

•

setting clear hiring policies for employees or former employees of the independent auditors;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Messrs. Pastor and Philip serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Messrs. Pastor and Philip meet the independent director standard under Nasdaq listing standards applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•

reviewing and approving on an annual basis the compensation of all of our other officers;

•

reviewing on an annual basis our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

if required, producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination. Accordingly, it is likely that

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prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our Board.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our Code of Ethics and our audit and compensation committee charters have been filed as exhibits to the Registration Statement on Form S-1 (Registration No. 333-233430) relating to the EIC IPO. You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this proxy statement/prospectus/consent solicitation statement entitled “Where You Can Find More Information.”

Conflicts of Interest

Although we do not believe any conflict currently exists between us and KSL Capital Partners, KSL Capital Partners or its affiliates may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated within KSL Capital Partners may be suitable for both us and for a KSL Capital Partners affiliate and may be directed to such entity rather than to us. Neither KSL Capital Partners nor members of our management team who are also employed by KSL Capital Partners will have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or director of the company. KSL Capital Partners and/or our management, in their capacities as employees of KSL Capital Partners or in their other

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endeavors, may be required to present potential business combinations to future KSL Capital Partners affiliates or third parties, before they present such opportunities to us.

Notwithstanding the foregoing, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with any such entity. Such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination. In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Potential investors should also be aware of the following other potential conflicts of interest:

•

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

•

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•

Our Sponsor has agreed to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our Sponsor has agreed to waive their redemption rights with respect to any Founder Shares held by them if we fail to consummate our initial business combination by September 17, 2021. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the trust account will be used to fund the redemption of our public shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable, assignable by our Sponsor until the earlier of: (A) 180 days after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants, the Working Capital Warrants, if any, and the EIC Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor (as applicable) or its permitted transferees until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

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•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

•

Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into Working Capital Warrants at a price of $1.50 per warrant at the option of the lender. Such Working Capital Warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•

the corporation could financially undertake the opportunity;

•

the opportunity is within the corporation’s line of business; and

•

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

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

(1)

Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations. Each individual listed has a fiduciary duty with respect to each of the listed entities.

(2)

Mr. Mohapp is a director of numerous portfolio companies of KSL Capital Partners. Mr. Mohapp may be obligated to show acquisitions to such companies before we may pursue such acquisitions.

(3)

Mr. Newburger is a director of numerous portfolio companies of KSL Capital Partners. Mr. Newburger may be obligated to show acquisitions to such companies before we may pursue such acquisitions.

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Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions and the directors’ and officers’ liability insurance are necessary to attract and retain talented and experienced officers and directors.

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MANAGEMENT AFTER THE BUSINESS COMBINATION

Executive Officers and Directors

The following persons are anticipated to be the directors and executive officers of EIC upon the consummation of the business combination:

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

Information about the Anticipated Executive Officers and Directors Upon the Closing of the Business Combination

Robert S. Wiesenthal has served as Blade’s Chief Executive Officer since July 2015. From January 2013 to July 2015, Mr. Wiesenthal served as Chief Operating Officer of Warner Music Group Corp., a global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capacities with Sony Corporation, most recently as Executive Vice President and Chief Financial Officer of Sony Corporation of America. Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capacities with Credit Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment. Mr. Wiesenthal currently serves on the board of directors of TripAdvisor and previously served on the board of directors of Starz. Mr. Wiesenthal has a B.A. from the University of Rochester.

William A. Heyburn has served as Blade’s Chief Financial Officer since December 2020 and Blade’s Head of Corporate Development since May 2018. Prior to Blade, Mr. Heyburn served in various capacities at Redbird Capital Partners, most recently as Vice President, from 2015 to 2018. Prior to RedBird, Mr. Heyburn was a member of the U.S. Credit Investment Team at Oak Hill Advisors, L.P., from 2013 to 2015. Prior to Oak Hill, Mr. Heyburn was a member of the investment banking group at Moelis and Company, focused on restructuring transactions, from 2011 to 2013. Mr. Heyburn has an A.B. from Harvard University.

Melissa M. Tomkiel has served as Blade’s President since January 2021 and Blade’s General Counsel since February 2015. She was Blade’s President, Fixed Wing from 2015 to 2020. From 2010 to 2015, Ms. Tomkiel was President of LIMA NY Corp., a commuter air carrier operating amphibious seaplanes and rotorcraft. From 2006 to 2010, Ms. Tomkiel was an attorney at Pryor Cashman. Ms. Tomkiel has a J.D. from St. John’s University School of Law and a B.A. from the University of Notre Dame.

Brandon Keene has served as Blade’s Chief Technology Officer since November 2015. Prior to joining Blade, Mr. Keene was a Principal Development Manager at Microsoft from 2012 to 2015 in its Skype division. From 2010 to 2012, Mr. Keene served as the Director of Engineering of GroupMe, a popular group messaging service. Mr. Keene holds a B.A. from the University of California, Davis.

Sean Grennan has served as Blade’s Chief Accounting Officer since December 2020. Mr. Grennan joined Blade as Chief Financial Officer in April 2018. In 2017, Sean served as Chief Financial Officer and Chief Operating Officer at Eponym, an eyewear company based in New York. From 2013 to 2016 Sean was

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Chief Financial Officer at Tibi, a women’s apparel company based in New York. Prior to that, Sean spent six years in investment banking with Bank of America Merrill Lynch in New York, and five years on an institutional investment team with Credit Suisse in Sydney, Australia. Mr. Grennan holds degrees in Commerce and Law from The Australian National University, completed an M.B.A. at The Wharton School, and is a licensed C.P.A.

Eric Affeldt has served as our Chairman since the EIC IPO. From 2006 to 2017, Mr. Affeldt served as the President and Chief Executive Officer of ClubCorp, a privately held owner and operator of golf, dining and fitness clubs. In 2017, he assisted with the take private transaction of ClubCorp, which was previously listed on the NYSE, to an affiliate of Apollo Global Management. Prior to joining ClubCorp, he served as a principal of KSL Capital Partners from 2005 to 2007. In addition, Mr. Affeldt was president of General Aviation Holdings, Inc., an aviation holding company, from 2000 to 2005. Prior to this, Mr. Affeldt also served as President and Chief Executive Officer of KSL Fairways; vice president and general manager of Doral Golf Resort and Spa in Miami and the PGA West and La Quinta Resort and Club in California. He also serves on the board of directors of the Vail Health System, a private healthcare system in Colorado, since 2017. Mr. Affeldt served as a director for Cedar Fair Entertainment Company, an owner and operator of amusement parks, from 2010 to 2018, and was chairman of the board of directors from 2012 to 2018. He holds a B.A. in Political Science and Religion from Claremont McKenna College. We believe Mr. Affeldt is well qualified to serve as one of our directors due to his extensive operational, board and investment experience.

Jane Garvey will serve as one of our directors. She was previously a member of the board of directors at United Airlines from 2009 to 2018, and served as Chairman from May 2018 to May 2020. Ms. Garvey had numerous roles in public service, including serving as FAA Administrator from 1997 to 2002, Deputy Administrator of the Federal Highway Administration from 1993 to 1997, director of Boston’s Logan International Airport from 1991 to 1993, and as the Massachusetts Department of Public Works commissioner from 1988 to 1991. After leaving public service, Ms. Garvey became Executive Vice President and chairman of the transportation practice at APCO Worldwide from 2002 to 2006, and was an advisor to J.P. Morgan's infrastructure practice from 2005 to 2008. She has served on several boards including Shanska, Bombardier and MITRe Corporation. Ms. Garvey currently serves as Chair of Meridiam Infrastructure, North America and as Chair of the Meridium Infrastructure Global Advisory Board. She holds degrees from Mount Saint Mary College and Mount Holyoke College. We believe Ms. Garvey is well qualified to serve as one of our directors due to her experience in a broad range of industries, including infrastructure development, financial services, transportation, construction and consulting.

Kenneth Lerer has served as the chairman of Blade’s board of directors since July 2016 and will serve as one of our directors. Mr. Lerer is a managing partner at Lerer Hippeau Ventures, which he founded in January 2010. He was a co-founder of The Huffington Post (acquired by AOL), from 2005 to 2011 and previously served as Executive Vice President of AOL Time Warner from 2000 to 2002. Mr. Lerer currently sits on the board of Group Nine Media, since 2016. He was formerly the Chairman of BuzzFeed from 2008 to 2019 and previously served on the board of Viacom (NASDAQ: VIAC) from 2016 to 2018. We believe Mr. Lerer is well qualified to serve as a director based on his extensive executive, board and investment experience.

Susan Lyne will serve as one of our directors. Since September 2014, Ms. Lyne has been President and Managing Partner of BBG Ventures, an investment fund focused on women-led tech startups. From February 2013 to September 2014, Ms. Lyne was Chief Executive Officer of the AOL Brand Group where she oversaw the content brands of AOL, Inc., a global media technology company, including TechCrunch, Engadget, StyleList, Moviefone and MapQuest. From September 2008 to February 2013, she was Chief Executive Officer and then Chair of Gilt Groupe, Inc., the innovative ecommerce company that pioneered flash sales in the United States. From 2004 to 2008, Ms. Lyne served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company. From 1996 to 2004, Ms. Lyne held various positions at The Walt Disney Company, a diversified worldwide entertainment company, including President of ABC Entertainment. Ms. Lyne is currently a director of and GoPro, Inc., where she is Chair of the Compensation Committee, and has previously served as a director of Gilt Groupe, Inc., AOL, Inc., Martha Stewart Living Omnimedia, Inc., Starz Entertainment Group, LLC and CIT Group, Inc. We believe Ms. Lyne is qualified to serve as a member of our board of directors based on her

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experience on the boards of directors of other companies, her extensive executive experience and her background in the media and consumer products industries.

Edward Philip has served as one of our directors since the EIC IPO. Mr. Philip was the Chief Operating Officer of Partners in Health, a global non-profit healthcare organization, responsible for overseeing the operations of the Partners in Health projects globally including in countries such as Liberia, Sierra Leone, Rwanda and Haiti, from 2013 to 2017. Previously he served as Special Partner of Highland Consumer Fund, a consumer-oriented investment fund which he founded, from 2013 to 2017 and as Managing General Partner from 2006 to 2013. Mr. Philip was one of the founding members of the internet search company Lycos, Inc. During his time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Mr. Philip spent time as the Vice President of Finance for The Walt Disney Company and also previously spent a number of years in investment banking. He currently serves on the board of directors of United Airlines Holdings Inc. (NASDAQ:UAL), an airline, since 2016, Hasbro, Inc. (NASDAQ: HAS), a toy and entertainment company, since 2002 and BRP Inc. (NASDAQ: DOOO), a Canadian recreational vehicle manufacturer, since 2005. Mr. Philip received a B.S. in Economics and Mathematics from Vanderbilt University and an M.B.A. from Harvard Business School. Mr. Philip is well qualified to serve as a director due to his extensive public company board service as well as his extensive experience in the travel, leisure and recreation industries.

David Zaslav will serve as one of our directors. Mr. Zaslav has served as President and Chief Executive Officer of Discovery, Inc., since January 2007 and as a common stock director since September 2008. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc. (“NBC”), a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC, and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav serves on the Board of Directors of The Cable Center, Grupo Televisa, S.A.B., Lionsgate Entertainment, the National Cable & Telecommunications Association, Partnership for New York City, SiriusXM Holdings Inc. and the USC Shoah Foundation. He also is a member of the Board of Trustees for the Paley Center for Media and the Mount Sinai Medical Center. He was previously an attorney with LeBeoeuf, Lamb, Leiby & MacRae. Mr. Zaslav holds a B.S. from Binghamton University and a J.D. from Boston University School of Law. We believe Mr. Zaslav is well qualified to serve as a director due to his experience on the boards of directors of other companies, his extensive executive experience and his background in the media and consumer products industries.

Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background, employment and affiliations, including family relationships, it is expected that the Board will determine that each of Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip and David Zaslav is an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, the Board will consider the current and prior relationships that each non-employee director has and will have with EIC and all other facts and circumstances that the Board deems relevant in determining independence, including the beneficial ownership of EIC’s common stock by each non-employee director (and related entities) and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.”

Role of Board in Risk Oversight

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting to the Board by the audit committee. The audit committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the

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audit committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

Composition of the Board

The business and affairs of EIC will be managed under the direction of the Board. We intend to have a classified Board, with two directors in Class I (expected to be Messrs. Philip and Zaslav), two directors in Class II (expected to be Messrs. Affeldt and Lerer) and three directors in Class III (expected to be Ms. Garvey, Mr. Wiesenthal and Ms. Lyne). See “Proposal No. 5 — The Director Election Proposal.”

Board Committees

After the completion of the Merger, the standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may from time to time establish other committees.

Our president and chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

Upon the completion of the Merger, we expect to have an audit committee, consisting of Mr. Philip, who will serve as chairperson, Ms. Garvey and Ms. Lyne. Each proposed member of the audit committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. Following the Merger, our board of directors will determine which member of our audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The purpose of the audit committee will be to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm.

Our Board will adopt a written charter for the audit committee, which will be available on our website upon the completion of the Merger.

Compensation Committee

Upon the completion of the Merger, we expect to have a compensation committee, consisting of Ms. Lyne, who will be serving as the chairperson, Mr. Philip, Mr. Lerer and Mr. Affeldt.

The purpose of the compensation committee is to assist our Board in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our Board will adopt a written charter for the compensation committee, which will be available on our website upon the completion of the Merger.

Nominating and Corporate Governance Committee

Upon completion of the Merger, we expect to have a nominating and corporate governance committee, consisting of Ms. Garvey, who will serve as chairperson, Mr. Zaslav and Mr. Affeldt. The purpose of our nominating and corporate governance committee will be to assist our Board in discharging its responsibilities

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relating to (1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate governance principles applicable to us, (5) overseeing the evaluation of the Board and management and (6) handling such other matters that are specifically delegated to the committee by the Board from time to time.

Our Board will adopt a written charter for the nominating and corporate governance committee, which will be available on our website upon completion of the Merger.

Code of Business Conduct

We will adopt a new code of business conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which will be available on our website upon the completion of the Merger. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

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EXECUTIVE COMPENSATION OF EIC FOLLOWING THE BUSINESS COMBINATION

Compensation Discussion and Analysis

References in this section to “we,” “our,” “us,” the “Company” or “Blade” generally refer to Blade and its consolidated subsidiaries, and which shall be deemed to also refer to EIC following the consummation of the Transactions.

This section discusses the material components of the executive compensation program for our named executive officers. Our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers, for Blade’s fiscal year ended September 30, 2020, were:

•

Robert S. Wiesenthal, Chief Executive Officer;

•

Melissa M. Tomkiel, President and General Counsel; and

•

William A. Heyburn, Chief Financial Officer and Head of Corporate Development.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. We have not yet made any determinations with respect to the compensation of the executive officers following the Merger, other than as described below. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

Following completion of the Transactions, the compensation committee of the Board (the “Compensation Committee”) will set EIC’s executive compensation philosophy and will oversee compensation and benefits programs for EIC. The Compensation Committee will oversee and determine the compensation of the Chief Executive Officer and other executive officers of EIC. With respect to base salaries, annual incentive compensation and long-term incentives, it is expected that the Compensation Committee will establish compensation mix, performance measures, goals, targets and business objectives based on EIC’s competitive marketplace. The Compensation Committee will determine benefits and severance arrangements, if any, that EIC will make available to executive officers.

Summary Compensation Table

The following table provides summary information concerning compensation earned by our named executive officers for the years ended September 30, 2020 and 2019, for services rendered during the years ended September 30, 2020 and 2019, respectively.

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

(1)

Amounts shown reflect the grant date fair value of options awarded, determined in accordance with the Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation — Stock Compensation. These amounts exclude the value of estimated forfeitures. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options. For additional information in the stock-based compensation assumptions used, please refer to Note 9 in the accompanying notes to the consolidated financial statements of Blade Urban Air Mobility, Inc. for the years ended September 30, 2020 and 2019, included within this proxy statement.

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Option awards for the year ended September 30, 2020, include for each named executed officer the aggregate of the grant date fair value of awards granted during such period plus the incremental fair value of reducing on July 28, 2020, the exercise price of then-outstanding awards to $0.13 per share. Specifically, for the year ending September 30, 2020, the grant date fair value of awards granted during the period and the fair value of the exercise price reductions were $0 and $202,021 for Mr. Wiesenthal, $60,327 and $25,780 for Ms. Tomkiel, $43,091 and $14,665 for Mr. Heyburn.

(2)

Amounts shown represent the value of air and car transportation on Blade services.

Narrative Disclosure to Summary Compensation Table

Agreements with Named Executive Officers

Mr. Wiesenthal’s offer letter from the Company, dated September 1, 2015, generally provides for at-will employment, an initial annual base salary of $34,125 (subject to periodic review by our board of directors) (Mr. Wiesenthal's current annual base salary is $350,000), a one-time grant of 388,005 stock options under the 2015 Plan (granted on September 1, 2015), reimbursement of reasonable business expenses in accordance with Company policies, and a gross-up for any qualified business expense reimbursement that is deemed includable in Mr. Wiesenthal’s taxable income.

Ms. Tomkiel’s letter agreement with the Company, dated July 1, 2019, generally provides for at-will employment, an annual base salary of $275,000 effective as of July 1, 2019, and a one-time grant of 55,000 stock options under the 2015 Plan (granted on July 11, 2019).

Additionally, as a condition of employment, each of our named executive officers has entered into our standard at will employment, confidential information, invention assignment and arbitration agreement, which includes the following restrictive covenants: (i) perpetual confidentiality and non-disclosure; (ii) 12-month non-competition; (iii) 12-month no-solicitation of customers and non-interference with franchisees, joint ventures, suppliers, vendors or contractors; and (iv) 12-month non-solicitation and no-hire of employees.

Base Salary

We provide each named executive officer with a base salary for the services that the executive officer performs for us. Base salaries were initially set at the time each named executive officer commenced employment with us and are reviewed annually. Following the completion of the Transactions, we expect that the Compensation Committee, in setting future salary determinations, will take into account a range of factors, which may include some or all of the following: the named executive officer’s position, responsibilities associated with that position, length of service, experience, expertise, knowledge and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; the named executive officer’s individual compensation history; salary levels of the other members of our executive team and similarly situated executives at comparable companies; and our overall compensation philosophy.

Annual Bonus

Following the completion of the Transactions, we expect that our Compensation Committee will establish an annual incentive program for our named executive officers to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance. We expect that, near the beginning of each fiscal year, the Compensation Committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the named executive officers, subject to the terms of their employment agreements, if any. Following the end of each fiscal year, we expect that the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers..

Equity Awards

We maintain the 2015 Plan, which authorizes the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and employees of any parent or subsidiary corporations, and for the grant of nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units

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to our employees, directors and consultants and employees of our parent and subsidiary corporations. We have granted options, including incentive stock options and nonqualified stock options, and restricted stock awards, to each of our named executive officers under our 2015 Plan. The 2015 Plan is administered by our board of directors.

Upon consummation of the Merger, all outstanding Blade Options under the 2015 Plan will be assumed and automatically converted into “assumed EIC Options.” The EIC Options will have an exercise price and cover a number of shares of EIC Class A common stock that results in the EIC Options having the same (subject to rounding) intrinsic value as the outstanding Blade Options. The EIC Options will generally have the same terms and conditions as outstanding Blade Options granted under the 2015 Plan. The EIC Options will be administered by the Compensation Committee or a subcommittee of the Compensation Committee to which it has properly delegated power, or if no such committee or subcommittee exists, the Board. Options granted under the 2015 Plan vest over a period of time determined by our board, subject to the optionholder’s continuous service through each applicable vesting date. Pursuant to resolutions of our board of directors, the consummation of the Merger will automatically cause the vesting of all options under the 2015 Plan that were granted before December 14, 2020; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders.

In connection with the Merger, EIC has adopted, subject to stockholder approval, the Incentive Plan in order to facilitate the grant of cash and equity incentives to directors, employees, including our named executive officers, and consultants to help us attract and retain services of these individuals, which is essential to our long-term success. We expect that the Incentive Plan will be effective on the Closing Date, subject to approval of such plan by EIC’s stockholders. For additional information about the Incentive Plan, please refer to “Proposal No. 4 — The Incentive Plan Proposal.”

Following the effectiveness of the Incentive Plan, no further awards will be made under the 2015 Plan.

Stock Option Repricing

Effective as of July 28, 2020, our board of directors approved a stock option repricing in which the exercise price of outstanding options under the 2015 Plan was changed to the per-share value determined by a third party valuation as of April 15, 2020. In connection with the repricing, the exercise price for each then-outstanding option held by employees of the Company who were actively employed at such time, including each option held by our named executive officers, was changed. No other changes were made to the terms and conditions of outstanding options in connection with the repricing.

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Outstanding Equity Awards at September 30, 2020

The following table provides information regarding outstanding equity awards made to our named executive officers as of September 30, 2020.

			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

(1)

25% of these options vest on the first anniversary of the grant date, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 16th of each month through November 16, 2022), subject to Mr. Wiesenthal’s continued employment with us on each such vesting date. Vesting will be accelerated if Mr. Wiesenthal’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(2)

25% of these options vest on April 1, 2018, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 1st of each month through April 1, 2021), subject to Ms. Tomkiel’s continued employment with us on each such vesting date. Vesting will be accelerated if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(3)

These options vest in equal installments over 36 months commencing on October 31, 2018 (with each tranche vesting on the last day of each month through October 31, 2021), subject to Ms. Tomkiel’s continued employment with us on each such vesting date. Vesting will be accelerated if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(4)

25% of these options vest on June 28, 2020, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 28th of each month through June 28, 2023), subject to Ms. Tomkiel’s continued employment with us on each such vesting date. Vesting will be accelerated if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(5)

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date. Vesting will be accelerated if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(6)

25% of these options vest on May 1, 2021, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 1st of each month through May 1, 2024), subject to Ms. Tomkiel’s continued employment with us on each such vesting date. Vesting will be accelerated if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(7)

25% of these options vest on April 23, 2019, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 23rd of each month through April 23, 2022), subject to Mr. Heyburn’s continued employment with us on each such vesting date. Vesting will be accelerated if Mr. Heyburn’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(8)

25% of these options vest on May 1, 2020, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 1st of each month through May 1, 2023), subject to Mr. Heyburn’s continued employment with us on each such vesting date. Vesting will be accelerated if Mr. Heyburn’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(9)

25% of these options vest on December 16, 2020, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 16th of each month through December 16, 2023), subject to Mr. Heyburn’s continued employment with us on each such vesting date. Vesting will be accelerated if Mr. Heyburn’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(10)

25% of these options vest on May 1, 2021, with the remaining options vesting in equal installments over the subsequent 36 months (with each tranche vesting on the 1st of each month through May 1, 2024), subject to Mr. Heyburn’s continued employment with us on each such vesting date. Vesting will be accelerated if Mr. Heyburn’s employment is terminated by the Company involuntarily and without “cause” (including resignation for “good reason”) within two months prior to, or twelve months following, a “change in control,” as such terms are defined in the applicable award agreement.

(11)

Pursuant to resolutions of our board of directors, all of the options listed on this table will vest upon consummation of the Merger, subject to approval by Blade stockholders to the extent necessary to avoid an excise tax under Code Section 4999 or lost deduction under Code Section 280G.

2021 Compensation Decisions

In December 2020, our board of directors approved awards of restricted stock under the 2015 Plan to certain employees, including our named executive officers (the “December Approval”). Pursuant to the December Approval, Mr. Wiesenthal was granted a total of 88,500 shares of restricted stock, Mr. Heyburn was granted a total of 300,000 shares of restricted stock, and Ms. Tomkiel was granted 88,500 shares of restricted stock. In each case, the award is subject to approval by Blade stockholders to the extent necessary to avoid an excise tax under Code Section 4999 or lost deduction under Code Section 280G. These awards of restricted stock will generally vest on the first anniversary of the date of grant, subject to and conditioned on the consummation of the Transaction and the recipient’s continued employment with the Company through the vesting date. Vesting of our named executive officers’ shares of restricted stock will be accelerated if the recipient’s employment is terminated by the Company involuntarily and without “cause” (including, for this purpose, resignation for “good reason”), as such terms are defined in the applicable award agreements. In addition, pursuant to the December Approval, Ms. Tomkiel was granted an additional 216,340 shares of restricted stock. These shares of restricted stock will generally vest on the first anniversary of the date of grant, subject to and conditioned on Ms. Tomkiel’s continued employment with the Company through

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the vesting date, subject to accelerated vesting if Ms. Tomkiel’s employment is terminated by the Company involuntarily and without “cause” (including, for this purpose, resignation for “good reason”). Upon the consummation of the Merger, each outstanding share of restricted stock granted under the 2015 Plan will be cancelled and converted into the right to receive a number of newly issued shares of restricted stock under the Incentive Plan, which shares of restricted stock will generally have the same terms and conditions as restricted stock granted under the 2015 Plan outstanding immediately prior to the Merger.

Vesting of restricted stock awards granted under the 2015 Plan will not accelerate in connection with the Merger (but, as noted above, vesting of shares will be accelerated in the event of involuntary termination without “cause,” including resignation for “good reason”).

Director Compensation

For the year ended September 30, 2020 we did not pay compensation or grant equity awards to our non-employee directors for their service on our board of directors. Our directors are reimbursed for reasonable travel and related expenses associated with attendance at board or committee meetings.

In December 2020, Mr. Lerer was granted a total of 70,000 shares of restricted stock under the 2015 Plan. This award of restricted stock will generally vest on the first anniversary of the date of grant, subject to and conditioned on the consummation of the Transactions and Mr. Lerer’s continued service with the Company on the vesting date. The award is subject to approval by Blade stockholders to the extent necessary to avoid an excise tax under Code Section 4999 or lost deduction under Code Section 280G. The restricted stock awards granted to Mr. Lerer will not accelerate in connection with the Merger. Upon the consummation of the Merger, each outstanding share of restricted stock granted under the 2015 Plan will be cancelled and converted into the right to receive a number of newly issued shares of restricted stock under the Incentive Plan, which shares of restricted stock will generally have the same terms and conditions as restricted stock granted under the 2015 Plan outstanding immediately prior to the Merger.

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BLADE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and operating results for Blade (as used in this section, “Blade” or the “Company”) has been prepared by Blade’s management. You should read the following discussion and analysis together with “Blade’s Selected Historical Financial Information” and our consolidated financial statements and related notes elsewhere in this proxy statement/prospectus/consent solicitation statement. Any references in this section to “we,” “our” or “us” shall mean Blade. Our disclosure and analysis in this report contains forward-looking statements. Forward-looking statements give management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. All statements other than statements of historical fact are forward-looking statements. You can identify such statements because they contain words such as “plans,” “expects” or “does not expect,” “budget,” “forecasts,” “anticipates” or “does not anticipate,” “believes,” “intends” and similar expressions or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur, or be achieved. Although the forward-looking statements contained herein reflect management’s current beliefs based on information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements.

Overview

Blade is a technology-powered, global air mobility platform. We provide consumers with a cost-effective and time-efficient alternative to ground transportation for congested routes, predominantly within the Northeast United States, through our helicopter, amphibious seaplane and fixed-wing transportation services. Our platform utilizes a technology-powered, asset-light business model, which was developed to be scalable and profitable using conventional helicopters today while enabling a seamless transition to Electric Vertical Aircraft (“EVA”), once they are certified for public use. Blade currently operates in three key lines of business:

•

Short Distance — Consisting primarily of flights: (i) between 60 and 100 miles in distance, largely servicing commuters for prices between $595 and $795 per seat (or $295 for monthly commuter pass holders); and (ii) between all New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795).

•

MediMobility Organ Transport and Jet — We believe Blade is one of the largest air transporters of human organs for transplant in the Northeast United States, in most cases reducing the costs and transport time for hospitals versus legacy competitors. Organ movements are expected to be one of the first uses of EVA, given light payloads, short distances involved in “last mile” transfers between airports and hospital helipads, and missions that can be flown without passengers. This business line also includes non-medical jet charter and limited by-the-seat jet flights from New York to Miami and Aspen.

•

Other — Consists principally of revenues from brand partners for exposure to Blade fliers and certain ground transportation services.

Blade’s first international joint venture launched helicopter services in late 2019 in India, flying between Mumbai, Pune and Shirdi.

Our Business Model

Blade leverages an asset-light business model: we neither own nor operate aircraft. Pilots, maintenance, hangar, insurance and fuel are all costs borne by our network of operators, which provide aircraft to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we schedule flights based on demand analysis and maintain the relationship with the flier from booking through flight arrival. Blade takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators.

We typically pre-negotiate fixed hourly rates and flight times with our aircraft operators, paying only for flights actually flown, creating a predictable and flexible cost structure. Our costs are variable based on

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how many flights we offer, so if demand recedes, we are able to adjust our supply requirements accordingly by using fewer operators and reducing our by-the-seat flights. Depending on the maturity of the routes an operator is servicing, Blade will sometimes provide an annual guaranteed number of flight hours to the aircraft operators.

Our asset-light business model was developed to be scalable and profitable using conventional helicopters today while enabling a seamless transition to EVA, once they are certified for public use. We intend to leverage the lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new vertical landing infrastructure (“vertiports”) in our existing and new markets.

Key Business Metric

We collect, measure, and evaluate operating and financial data of our business to evaluate our performance, measure our progress, and make strategic decisions. The following table reflects the key operating metric we use to evaluate our business:

	Three Months Ended December 31,				Years Ended September 30,
	2020		2019		2020		2019
Seats flown – all flights		2,946		7,290		17,346		32,845

We define “Seats flown — all flights” as the total number of seats occupied by paying passengers on all flights, whether sold by-the-seat or within a charter arrangement. Our long-term strategy is primarily focused on growth in by-the-seat products and we believe that “Seats flown — all flights” is an important indicator of our progress in executing on this growth strategy. This metric is not always directly correlated with revenue given the significant variability in the price we charge per seat flown across our various products and routes. For products and routes sold by-the-seat, we fly significantly more passengers at a low price per seat; growth in these areas is captured by “Seats flown — all flights,” but not necessarily in revenue, which is heavily influenced by our organ transplant and jet product line where we typically fly fewer or sometimes no passengers over long distances at a high price. We believe the “Seats flown — all flights” metric is useful to investors in understanding the overall scale of our business and trends in the number of passengers paying to use our service.

Recent Developments — Impact of COVID-19

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders, and business closures. We experienced a substantial decline in the demand for some of our passenger services due to travel restrictions that significantly reduced the number of commercial airline passengers and office closures that required many people to work from home, lowering commuter demand.

As a result of this decline, we paused our New York airport service beginning in March 2020 and significantly reduced the number of Northeast commuter flights we offered in the typically high-demand summer season. Despite the reduction in volume, our cost of revenue on a per flight basis remained generally consistent with 2019 for our by-the-seat routes. In addition, we did not renew agreements with certain of our operators for charter services, although we continue to do business with some of them. Despite the decline in our by-the-seat airport and Northeast commuter business, we saw an increase in demand for our MediMobility (organ transport), jet charter, shared charter and by-the-seat jet services during the pandemic. Starting in the three-months ending December 2020, we saw increased demand for our short-distance commuter products. We also launched BLADE Essential Ground Connect, our ground transportation service, during the pandemic and we implemented new measures to focus on the personal safety of our air and ground passengers.

With the reduction in commercial flight volumes, and the persistence of city-wide lockdowns in our core markets, we implemented cost savings initiatives, such as delaying non-essential projects and reducing

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or suspending other discretionary spending. Many of our landlords allowed us to defer rent for up to three months. On April 8, 2020, we received a loan in the principal amount of approximately $1.2 million through the Paycheck Protection Program under the CARES Act, which we used to help sustain our employee payroll costs and rent.

The ultimate impact of the current COVID-19 pandemic, or a similar health crisis, is highly uncertain and subject to change. Despite the expected distribution of vaccines against the virus in 2021, adverse developments related to the pandemic, such as delays in vaccine distribution and administration, the emergence of new viral strains that are not responsive to the vaccine, or a continued lack of demand for travel from the public, could postpone our ability to resume more frequent services.

Key Factors Affecting our Performance

Ability to attract and retain fliers

Our success depends in part on our ability to cost-effectively attract new fliers, retain existing fliers and increase utilization of our services by current fliers. Historically, we have made, and expect that we will need to continue to make, significant investments and implement strategic initiatives in order to attract new fliers, such as flier acquisition campaigns and the launching of new scheduled routes. For example, for the years ended September 30, 2020 and 2019, marketing and advertising expenses represented 11% and 16% of our revenues, respectively. These investments and initiatives may not be effective in generating sales growth or profits. Moreover, if fliers do not perceive our urban air mobility services to be reliable, safe and cost-effective, or if we fail to offer new and relevant services and features on our platform, we may not be able to attract or retain fliers or increase their utilization of our platform.

Expansion into New Geographic Markets

Our growth plan is focused on dense urban areas, primarily those with existing air transportation infrastructure in the Northeast and on the West Coast, that are facing increasing ground congestion. In these areas, Blade’s urban air mobility services can provide the most time savings for our fliers and, given the short distances involved, costs for our services can be comparable to luxury private car services. In addition, EVA may be commercially viable sooner in these markets given that battery technology constraints may limit the range of early models. Large urban markets with existing heliport infrastructure should be able to accommodate EVA while other cities may need several years to permit and build such infrastructure. In addition to these domestic target markets, we will continue to explore international markets through joint ventures, as in India. The number of potential fliers using our urban air mobility services in any of these markets cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets.

Development, approval and acceptance of EVA for passenger travel

We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new vertiports in our existing and new markets. However, manufacturers, individual operators that will purchase EVA, and pilots must receive requisite approvals from federal transportation authorities before EVA can fly passengers. No EVA aircraft are currently certified by the FAA for commercial operations in the United States, and there is no assurance that research and development will result in government certified aircraft that are market-viable or commercially successful in a timely manner or at all. To our knowledge, no EVA aircraft have been denied certification by the FAA.

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In order to gain FAA certification, the performance, reliability and safety of EVA must be proven. Even if EVA aircraft are certified, individual operators must conform EVA aircraft to their licenses, which requires FAA approval, and individual pilots also must be licensed and approved by the FAA to fly EVA aircraft, which could contribute to delays in any widespread use of EVA and potentially limit the number of EVA operators available to our business. The timing for certification of EVA is unknown. In January 2020, FAA Administrator Steve Dickson stated publicly that the FAA was engaged with builders of more than 15 EVA projects. At least one manufacturer, Joby Aviation has announced that they have established a certification basis in collaboration with the FAA as of February 2021. In addition, several manufacturers have published their expected timeline to FAA type certification in 2023 or 2024. We believe that one or more of these manufacturers will be successful in this timeframe.

We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. We believe our existing short-distance routes are compatible with EVA, which are expected initially to have a limited range, and our existing terminal space will accommodate EVA. Blade’s unit economics are designed to be profitable using either helicopters or EVA, even if early EVA does not deliver significant cost savings relative to helicopters. Moreover, Blade’s asset-light business model and technology platform are operator and aircraft agnostic, enabling a seamless transition to EVA. If manufacturers are unable to secure type certification from the FAA in the expected timeframe, Blade will continue to offer flights on conventional certified VTOL (Vertical Take Off and Landing) and CTOL (Conventional Take Off and Landing) aircraft: helicopters, tilt-rotors, and airplanes.

Seasonality

Historically, we experienced seasonality with flight volume peaking during the third and fourth fiscal quarters of each fiscal year due to the busy summer travel season, with lower volume during the first and second fiscal quarters. In calendar year 2020, we experienced less seasonality as a result of the COVID-19 pandemic and related restrictions, which altered typical travel patterns. Blade’s expansion strategy is focused on routes with significantly less seasonality, such as intercity transfers, airport, and year-round commuter routes. Thus, we expect that seasonality in revenue will decrease as our business grows and our revenue mix shifts to these new year-round routes.

Components of Results of Operations

Revenue

Blade generates revenue through the sale of air travel services. Our fliers primarily purchase and manage reservations using our self-service mobile and web applications, but some choose to call, email or text our dedicated team of Flier Relations professionals. Fliers pay via credit card transactions, wire, check, customer credits and gift cards, and generally we collect payments in advance of performing the related services. We also collect fees from add-ons, such as trip insurance and ground transportation services, and changes to non-refundable seats sold. Our MediMobility customers receive terms and make payments to us after we perform the related service. Most of our accounts receivable consist of amounts due from MediMobility customers. Additionally, our joint venture agreement for operations in India entitles us to receive quarterly royalty payments, although we have not earned any royalties under that agreement as of December 31, 2020.

Disaggregated revenue by product lines was as follows:

	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

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Cost of Revenue

Cost of revenue consists principally of flight costs paid to operators of aircraft and landing fees.

Software Development

Costs incurred for the development of the Company’s internal use software are expensed as incurred.

General and Administrative

General and administrative expenses include principally personnel costs, including stock-based compensation, facility fees, credit card processing fees and professional fees. We expect that general and administrative expenses will increase for the foreseeable future as we expand our service offerings to additional cities and increase flight volumes on existing routes. We expect to incur additional expenses as a result of operating as a public company, including expenses related to compliance with reporting obligations under the rules and regulations of the SEC, rules and regulations applicable to companies listed on a national securities exchange, and higher expenses for director and officer insurance, investor relations, and professional services.

Selling and Marketing

Selling and marketing expenses consist primarily of advertising costs, marketing expenses, and promotion costs. We expect that selling and marketing expenses will increase for the foreseeable future as it represents a key component of our initiatives to expand into new markets. The trend and timing of our brand marketing expenses will depend in part on the timing of our expansion into new markets and other marketing campaigns.

Results of Operations

Comparison of the Three Months Ended December 31, 2020 and 2019

The following table presents our consolidated statements of operations for the periods indicated:

	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)

Revenue

Revenue increased by $2.8 million or 53%, from $5.2 million in the three months ended December 31, 2019 to $8.0 million in the three months ended December 31, 2020. The increase in revenue was driven

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principally by increases in MediMobility organ transplant and jet of $3.3 million in the three months ended December 31, 2020, from $1.9 million in the three months ended December 31, 2019 to $5.2 million in the three months ended December 31, 2020, an increase of 176%. The revenue increase in MediMobility organ transplant and jet was partially offset by a 31% decrease in short distance aviation services, from $3.2 million in the three months ended December 31, 2019 to $2.2 million in the three months ended December 31, 2020. Short distance revenues were negatively impacted by a significant reduction in demand for commercial airline travel due to pandemic lockdowns and our decision to pause by-the-seat New York airport transfers. This was partially offset by increased demand for our Northeast commuter services as fliers continued to utilize suburban homes well beyond the typical summer peak season.

Our MediMobility and jet charter businesses were not adversely impacted by the pandemic and continued to show strong growth. In MediMobility, growth was driven by our successful effort to add additional hospital customers and the continued need for organ transplants during the pandemic. In jet charter, growth was driven by the successful acquisition of additional fliers and more frequent trips from fliers who preferred to avoid commercial airline travel during the pandemic.

Other revenue increased 250% from $0.2 million to $0.6 million driven primarily by the introduction of our Essential Ground Connect car service and increased sales of commuter passes.

Cost of Revenue

Cost of revenue increased by $0.6 million or 10%, from $5.8 million during the three months ended December 31, 2019 to $6.3 million in the three months ended December 31, 2020. The increase in cost of revenue was driven by increased revenues in the period. Cost of revenue decreased as a percentage of revenues driven by higher passenger utilization on our short-distance flight services. Passenger utilization was lower in 2019 given our rapid expansion of by-the-seat New York airport transfer capacity in the period; our by-the-seat New York airport transfer service was paused in 2020 due to the COVID-19 pandemic.

Software Development

Development costs decreased by $0.1 million, or 19%, from $0.2 million in the three months ended December 31, 2019 to $0.2 million in the three months ended December 31, 2020, principally due to management’s decision to reduce development costs in response to the COVID-19 pandemic’s impact on operations.

General and Administrative

General and administrative expense increased by $0.4 million, or 13%, from $3.0 million during the three months ended December 31, 2019 to $3.4 million in the three months ended December 31, 2020, principally on an increase in stock-based compensation from $0.1 million in the three months ended December 31, 2019 to $1.3 million in the three months ended December 31, 2020, increased costs associated with revenue growth and an increase in professional fees as we prepared for our proposed merger with EIC.

Selling and Marketing

Selling and marketing expense decreased by $0.6 million, or 58%, from $1.0 million during the three months ended December 31, 2019 to $0.4 million in the three months ended December 31, 2020. The decrease in selling and marketing expense was attributed primarily to reductions in marketing and advertising related to scaling down our short distance flight services in response to COVID-19 restrictions on travel and workplace closures.

Other non-operating income (expense)

Other non-operating income consists of interest income and interest expense. We earn interest income on our money market investments. Interest income decreased by $0.1 million, or 92%, from $0.1 million during the three months ended December 31, 2019 to $0.1 million during the three months ended December 31, 2020.

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Comparison of the Years Ended September 30, 2020 and 2019

The following table presents our consolidated statements of operations for the years indicated:

	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)

Revenue

Revenue decreased by $7.8 million, or 25%, from $31.2 million in 2019 to $23.4 million in 2020. The decline in revenue was driven principally by lower revenues from short distance aviation services, from $26.0 million in 2019 to $9.9 million in 2020, a reduction of $16.1 million or 62%. The revenue decline in short distance was partially offset by significant increases in MediMobility (organ transport) and jet charter revenues. MediMobility and jet charter revenues were $12.8 million in 2020 as compared to $5.0 million in 2019, an increase of $7.8 million or 156%. Short distance revenues were negatively impacted by a significant reduction in demand for commercial airline travel, driven by the COVID-19 pandemic, which resulted in our decision to pause our New York airport transfer services. In addition, the closure of offices in New York City led to a reduction in demand for our commuter services in the typically high-demand summer season.

Our MediMobility and jet charter businesses were not adversely impacted by the pandemic and continued to show strong growth. In MediMobility, growth was driven by our successful effort to add additional hospital customers, the continued need for organ transplants during the pandemic and the limited operating results for MediMobility in 2019, given our Q4 2019 service launch. In jet charter, growth was driven by the successful acquisition of additional fliers and more frequent trips from fliers who preferred to avoid commercial airline travel during the pandemic.

Other revenue increased from $0.2 million to $0.7 million driven primarily by the introduction of our Essential Ground Connect ground transportation service and increased sales of commuter passes.

Cost of Revenue

Cost of revenue decreased by $5.4 million, or 20%, from $26.5 million during 2019 to $21.1 million in 2020. The decrease in cost of revenue was attributed primarily to the decline in short distance flight volume, which was driven by the COVID-19 pandemic. Generally, our direct costs payable to operators on a per flight per route basis remained consistent with 2019 for our by-the-seat routes. From 2019 to 2020, we had a shift in revenue mix as the number of short distance flights decreased and flights for MediMobility and jet charter increased. Our direct operator costs for MediMobility and jet charter are generally higher than the

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direct operator costs for our short distance flights. Thus, the shift in revenue mix led to an overall increase in our cost of revenue as a percentage of total revenues.

Software Development

Development costs increased by $0.1 million, or 13%, from $0.8 million in 2019 to $0.9 million in 2020, principally due to hiring additional software development engineers and consultants in the period.

General and Administrative

General and administrative expense decreased by $1.2 million, or 11%, from $10.5 million during 2019 to $9.3 million in 2020, principally on account of headcount reductions implemented in the spring of 2020 to reduce fixed costs in response to the COVID-19 pandemic’s impact on operations.

Selling and Marketing

Selling and marketing expense decreased by $2.5 million, or 49%, from $5.0 million during 2019 to $2.5 million in 2020. The decrease in selling and marketing expense was attributed primarily to significant reductions in marketing and advertising related to scaling down our short distance flight services in response to COVID-19 restrictions on travel and workplace closures.

Other Non-Operating Income (Expense)

Other non-operating income consists of interest income and interest expense. We earn interest income on our money market investments. Interest income decreased by $0.5 million, or 72%, from $0.7 million during 2019 to $0.2 million during 2020.

Liquidity and Capital Resources

Sources of liquidity

Since our inception, we have financed our operations primarily from sales of our convertible preferred stock. As of December 31, 2020 and September 30, 2020, we had cash and cash equivalents of $10.2 million and $12.2 million, respectively, and restricted cash of $0.1 million and $0.1 million at December 31, 2020 and September 30, 2020, respectively. We anticipate that our available cash and cash equivalents will be sufficient to meet our current operational needs for at least the next 12 months. Our future capital requirements, however, will depend on many factors, including the pace of our expansion into new markets, our ability to attract and retain fliers, capital expenditures, acquisitions, as well as the timing of regulatory approval and market adoption of EVAs for urban air mobility. We will need to raise additional capital in order to fully realize our plans for growth and expansion.

On April 8, 2020, we entered into an unsecured note evidencing our PPP Loan in the principal amount of $1.2 million. Proceeds of our PPP Loan may be used for payroll costs, costs related to certain group health care benefits, rent payments, utility payments, mortgage interest payments, interest payments on other debt obligations that were incurred before February 15, 2021. Blade’s current plans are not to seek loan forgiveness, as permitted under the PPP Loan, and to repay the loan in full.

We plan to obtain additional funding through completion of the merger with EIC, pursuant to the terms of the Merger Agreement. Simultaneous with the closing of the merger, Blade and EIC expect to close on a PIPE financing providing gross proceeds of $125 million. Assuming consummation of the merger, no redemptions of EIC common stock, and closing of the PIPE financing, we estimate that the post-merger company will have approximately $381 million of cash. Assuming maximum redemptions, we estimate that the post-merger company will have approximately $104 million of cash. If we are not able to complete the merger and PIPE financing transactions, we would pursue raising capital through other means, including the sale of our common stock and preferred stock in private placements, although there can be no assurance that we will be able to do so on acceptable terms.

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Liquidity Requirements

Blade’s principal uses of cash since inception have been funding its operations and investing in technology development. To a limited extent, we have acquired or invested in complementary businesses, products and technologies. Our short-term (less than 12 months) cash requirements include personnel costs, lease payments, and receivables for our MediMobility business. Our long-term cash requirements will depend on many factors, including our revenue growth rate, expansion of sales and marketing activities, the addition of new domestic routes, international expansion, the availability of EVA in the urban air mobility market, and identification of acquisition or investment targets.

Blade has contractual relationships with various aircraft operators to provide aircraft service. Under these Capacity Purchase Agreements (“CPAs”), we pay the operator contractually agreed fees for operating these flights. The fees are generally based on fixed hourly rates by aircraft type multiplied by pre-negotiated time-distance multiples (i.e., flight hours). Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company. As of December 31, 2020, the Company was obligated under agreements with operators to purchase flights with an aggregate value of approximately $1.3 million and $1.5 million for the years ended September 30, 2021 and 2022, respectively.

As a consequence of our business combination with EIC, Blade will become a NASDAQ-listed company, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Blade expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, Blade may not be able to compete successfully, which would harm its business, results of operations and financial condition. If adequate funds are not available, we may need to reconsider our growth plans, which could have a material adverse impact on our business prospects and results of operations.

Cash Flows

Comparison of the Three Months Ended December 31, 2020 and 2019

The following table summarizes our cash flows for the periods indicated:

	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)

Cash Used in Operating Activities

For the three months ended December 31, 2020, net cash used in operating activities was $0.2 million, primarily driven by a net loss of $2.4 million adjusted for non-cash depreciation and amortization and stock-based compensation. Non-cash adjustments consisted of $0.1 million depreciation and amortization and $1.3 million stock-based compensation. The changes in operating assets and liabilities are primarily driven by $(0.4) million prepaid expenses and other current assets, $(0.5) million accounts receivable, $0.1 million amortization of operating lease right-of-use asset, net of accretion lease liability, $1.4 million accounts payable and accrued expenses and $0.4 million deferred revenue.

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For the three months ended December 31, 2019, net cash used in operating activities was $4.6 million, primarily driven by a net loss of $4.7 million adjusted for non-cash depreciation and amortization and stock-based compensation. Non-cash adjustments consisted of $0.1 million depreciation and amortization and $0.1 million stock-based compensation. The changes in operating assets and liabilities included are primarily driven by $(0.2) million prepaid expenses and other current assets, $(0.1) million accounts receivable, $(0.1) million amortization of operating lease right-of-use asset, net of accretion lease liability, $(0.7) million accounts payable and accrued expenses and $0.8 million deferred revenue.

Investing Activities

For the three months ended December 31, 2020, net cash used in investing activities was $0.5 million, driven by $0.5 million of purchase of domain name and $0.1 million of purchases of property and equipment.

For the three months ended December 31, 2019, net cash used in investing activities was $0.4 million, driven by $0.4 million of purchases of property and equipment.

Cash Provided by Financing Activities

For the three months ended December 31, 2020, net cash used in financing activities was ($1.4) million, reflecting deferred recapitalization costs related to the merger of ($1.4) million.

For the three months ended December 31, 2019, net cash provided by financing activities was less than $0.1 million.

Comparison on the Years Ended September 30, 2020 and 2019

The following table summarizes our cash flows for the periods indicated:

	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)

Cash Used in Operating Activities

For the year ended September 30, 2020, net cash used in operating activities was $10.8 million, primarily driven by a net loss of $10.2 million, adjusted for non-cash items consisting of $0.5 million of depreciation and amortization and $0.5 million of stock-based compensation. The changes in operating assets and liabilities consist principally of increases of $0.3 million in prepaid expenses and other current assets, $0.6 million in accounts receivable, and a decrease of $1.4 million in accounts payable and accrued expenses, offset by an increase of $0.6 million in deferred revenue.

For the year ended September 30, 2019, net cash used in operating activities was $10.3 million, primarily driven by a net loss of $10.8 million, adjusted for non-cash items consisting of $0.5 million of depreciation and amortization and $0.3 million of stock-based compensation. The changes in operating assets and liabilities consist principally of increases of $0.3 million in prepaid expenses and other current assets, $0.2 million in accounts receivable and a decrease of $0.4 million in accounts payable and accrued expenses, offset by an increase of $0.7 million in deferred revenue.

Investing Activities

For the year ended September 30, 2020, net cash used in investing activities was $0.4 million, driven by the purchases of property and equipment.

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For the year ended September 30, 2019, net cash used in investing activities was $1.0 million, primarily driven by $0.6 million of purchases of property and equipment, $0.2 million for the investment in joint venture, and $0.3 million for the purchase of a customer list.

Cash Provided by Financing Activities

For the year ended September 30, 2020, net cash provided by financing activities was $1.2 million, reflecting proceeds of $1.2 million from notes payable.

For the year ended September 30, 2019, net cash provided by financing activities was $0.1 million, reflecting proceeds from the exercise of common stock options.

Off-Balance Sheet Arrangements

As of December 31, 2020, we were not a party to any off-balance sheet arrangements, as defined in Regulation S-K, that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations, or cash flows.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosure in the notes to financial statements. We evaluate our accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions.

For further information about our critical accounting policies and use of estimates, see Note 2 of the notes to our condensed consolidated financial statements included elsewhere in this proxy statement/ prospectus/consent solicitation statement.

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INFORMATION ABOUT BLADE

References in this section to “we,” “our,” “us,” the “Company” or “Blade” generally refer to Blade and its consolidated subsidiaries.

Our Business

Blade is a technology-powered, global air mobility platform. Founded in 2014, we provide consumers with a cost effective and time efficient alternative to ground transportation for congested routes, predominantly within the Northeast United States and India, through our helicopter, amphibious seaplane and fixed-wing transportation services. Blade’s platform utilizes a technology-powered, asset-light business model with substantial brand recognition. According a 2020 report prepared by Morgan Stanley Research, the global urban air mobility industry, which includes manufacturing, related technology and infrastructure, packages and freight transportation, military and defense applications, and human transportation, is expected to be approximately $123 billion by 2025 and grow to approximately $640 billion by 2035. We believe that the combination of Blade’s strong brand recognition, growing user base, network of exclusive terminals and our proprietary technology stack provides a competitive advantage in the markets we serve.

Our asset-light business model means that Blade neither owns nor operates any aircraft. Instead, our network of operator partners provide aircraft, pilots, maintenance, insurance and fuel, while we focus on what we do best: booking and aggregating fliers through our mobile app, website and Flier Relations team and providing cost-effective air transportation alternatives to some of the most congested ground routes in the United States and India. Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage hundreds of fliers across numerous simultaneous flights, coordinating multiple operators flying between terminals across our route network. We believe that this technology, which provides us with enhanced logistics capabilities and information from our fliers signaling their interest in new routes, will enable us to continue to scale our business. This technology stack was built with future growth in mind and is designed to allow our platform to be easily scaled to accommodate, among other things, rapid increases in flier volume, new routes, new operators, broader flight schedules, next-generation verticraft and ancillary services (e.g., last/first-mile ground connections, trip cancellation insurance, baggage delivery) through our mobile apps, website and cloud-based tools. Our technology stack incorporates data collection and analysis technology to help us better understand how fliers use our platform and predict potential growth opportunities.

Blade operates exclusive passenger terminal infrastructure in key markets, positioning us for competitive advantage in locations that are constrained by geography or regulation from adding new heliports. Beyond providing an enjoyable and seamless pre-boarding experience, operating our own network of terminals allows us to streamline the departure and arrival process to improve the flier experience and increase our aircraft utilization rates. For example, we can check-in passengers as they arrive and manage boarding to allow multiple flights to depart from the same terminal within minutes of each other, while also enabling baggage handling and real-time recovery logistics in the event of flight delays or cancellations.

Our fliers are a mix of business and leisure travelers to whom we sell by-the-seat and charter air transportation services on a per-flight or multi-purchase basis. In 2019, we began offering corporate clients the opportunity to enter into bulk purchase agreements to provide their employees with access to our services.

We operate as a carbon neutral business by purchasing offsets to counteract the carbon emissions generated by our urban air mobility services. Blade endeavors to fund projects and/or purchase offsets generated by projects in our primary service areas. For example, through the purchase of certain offsets, we have recently supported a project to capture methane gases from one of the largest landfills in New York, generating clean electrical power while reducing greenhouse gas emissions.

Our asset-light business model was developed to be scalable and profitable on a per unit basis using conventional helicopters while enabling a seamless transition to EVA. We estimate that we could introduce EVA aircraft into our services for some of our shortest routes by 2025, although government approvals, availability of EVA, and public acceptance could cause delays beyond that date. We intend to leverage the expected lower operating costs of EVA versus conventional helicopters to reduce the consumer’s price for our flights and make our urban air mobility services accessible to an even larger number of fliers. Additionally,

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we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for and encourage the development of new vertical landing infrastructure (“vertiports”) in our existing and new markets.

We believe that Blade is well positioned to introduce EVA into commercial service, once available, given that:

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EVA are initially expected to have limited range. Many of Blade’s existing and planned routes are very short (e.g., Manhattan to NYC Airports) potentially making them suitable for EVA service.

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Landing sites for EVA may be limited initially to existing heliports and airports. Blade has already secured leases for terminal space in locations where such space is scarce, including in Manhattan.

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Early EVA may not initially deliver significant cost savings relative to helicopters. Blade’s unit economics are designed to be profitable using either helicopters or EVA.

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EVA represents a significant change in aviation technology and some fliers may initially be reluctant to embrace it as a new mode of transportation. As such, we believe that fliers will be more likely to turn to established, trusted companies like Blade to provide them with this new service.

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

Blade’s disaggregated revenues are presented within the three following categories:

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Short Distance — Consisting primarily of helicopter and amphibious seaplane flights: (i) between 60 and 100 miles in distance, largely servicing commuters for prices between $595 and $795 per seat (or $295 for monthly commuter pass holders); and (ii) between all New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795). Our short distance offerings are generally available for purchase both on a per seat basis (one-way and round-trip) and at discounted rates through monthly and annual subscription models.

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MediMobility Organ Transport and Jet — We believe Blade is one of the largest air transporters of human organs for transplant in the Northeast United States, in most cases reducing the costs and transport time for hospitals versus legacy competitors. Organ movements are expected to be one of the first uses of EVA, given light payloads, short distances involved in “last mile” transfers between airports and hospital helipads, and missions that can be flown without passengers. This business line also includes non-medical jet charter and limited scheduled jet flights from New York to Miami and Aspen.

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Other — Consists principally of revenues from brand partners for exposure to Blade fliers and certain ground transportation services.

Blade’s first international joint venture launched helicopter services in late 2019 in India, flying between Mumbai, Pune and Shirdi. We have a minority, non-controlling interest in this joint venture and receive licensing fees from the joint venture equal to a percentage of its revenues. As part of our international expansion strategy, we will seek to form additional joint ventures with local partners in key markets with Blade providing the technology, flier experience, infrastructure design, marketing templates and employee training that enables a scalable and consistent Blade experience. In selecting local partners for joint ventures, we seek well-capitalized, experienced and reputable in the applicable market. The form of structure of our future joint ventures may vary based on, among other things, the particular circumstances and future growth prospects for such joint venture.

Impact of the COVID-19 Pandemic

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant, government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders and business closures. Consequently, we have experienced a decline in the demand for our passenger services due to travel restrictions significantly reducing the number of commercial airline passengers and office closures that required many

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people to work from home. As a result of this decline, we paused our New York by-the-seat airport service beginning in March 2020 and significantly reduced the number of our Northeast commuter flights. However, we saw increased demand for our Northeast commuter service beyond the typical summer season, as some fliers remained in summer homes throughout the winter. We also experienced an increase in non-seasonal demand in our MediMobility and jet businesses. In addition, we did not renew agreements with certain of our third-party aircraft operators for charter services, although we continue to do business with some of them. We believe that our flights on jet aircraft, operating from private terminals with no more than 16 passengers, appealed to our fliers.

Additionally, the Company implemented measures to focus on the personal safety of our fliers. These measures include, but are not limited to, the following: (i) enhanced aircraft cleaning procedures, including electrostatic decontamination of aircraft between flights; (ii) checking temperature and blood oxygen saturation levels upon check in for all passengers at Blade terminals; (iii) requiring proof of a negative COVID-19 test result from a test that was administered within 48 hours prior to departure for all shared jet flights; and (iv) requiring onsite COVID-19 testing or proof of a negative COVID-19 test result from a test that was administered within 48 hours prior to departure for all by-the-seat long-distance flights.

We also launched BLADE Essential Ground Connect, our ground transportation service in New York, during the pandemic. This service is important to enable last mile/first mile connectivity for our fliers. We believe we differentiate ourselves from other ground transportation providers in New York by enforcing enhanced health and safety protocols among the fleet of vehicles we use for this service, including equipping all vehicles with partitions between the passengers and driver, conducting temperature and blood oxygen saturation level checks on the drivers, and decontamination of the vehicles before and after each trip.

With the reduction in revenue, and the persistence of city-wide lockdowns in our core markets, we have implemented cost savings initiatives, such as delaying non-essential projects and reducing or suspending other discretionary spending. On April 8, 2020, we received a loan in the principal amount of approximately $1,200,000 through the Paycheck Protection Program under the CARES Act. We used the proceeds of the PPP Loan to help sustain our employee payroll costs and rent due to the impact of the COVID-19 pandemic. We expect to repay our PPP Loan in connection with the consummation of the Transactions.

While the ultimate impact of the current COVID-19 pandemic is highly uncertain and subject to change, we are encouraged by the recent developments with the administration of vaccines, and expect to resume our New York by-the-seat airport flights by the third quarter of 2021. However, adverse developments related to the pandemic, such as delays in vaccine distribution and administration, the emergence of new viral strains that are not responsive to the vaccine, or a continued lack of demand for air travel from the public, could postpone our ability to resume services.

Industry and Market Opportunity

We define urban air mobility as a system, inclusive of booking and flight management technology, ground infrastructure, fliers, and access to aircraft, for shared passenger or cargo flights within and between urban areas. We believe that, at present, Blade is one of the largest companies to provide year-round by-the-seat helicopter transportation in the United States. Historically, helicopters have been the primary equipment used to provide urban air mobility services to consumers, alongside amphibious seaplanes in markets with the appropriate infrastructure, such as in Blade’s New York City business.

Urban air mobility services are designed to provide shorter travel times on routes where congestion makes ground transportation slow, expensive and inefficient. According to a 2020 report prepared by Morgan Stanley Research, the global urban air mobility industry, which includes manufacturing, related technology and infrastructure, packages and freight transportation, military and defense applications, and human transportation, is expected to be approximately $123 billion by 2025 and grow to approximately $640 billion by 2035.

Absent an urban air mobility system that allows by-the-seat booking, helicopters have been used historically on a full aircraft charter basis but at a higher price point. For example, a charter flight between Manhattan and JFK Airport may cost thousands of dollars versus Blade’s $195 per seat urban air mobility service (or $95 with the purchase of an annual airport pass). The cost per passenger for helicopter charter

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services is likely to be higher than seats purchased on urban air mobility platforms for a number of reasons, including lower average passenger utilization (i.e., seats filled on each flight) on charter flights resulting in the flight cost being divided among fewer passengers. In addition, aircraft repositioning (i.e., flying to/from base before and after each flight) that occurs before and after the occupied passenger leg of a charter flight increases the flight time and cost of the charter flight, as opposed to urban air mobility platforms that reduce aircraft repositioning and flight time by scheduling and selling back-to-back occupied passenger legs.

By offering by-the-seat flights as part of an urban air mobility system, reduced per passenger costs are driven by a number of factors, including:

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use of mobile technology, data analysis and digital marketing to set schedules and aggregate fliers onto flights that optimize utilization;

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reduction of repositioning costs by flying the same aircraft between the same two points on a route throughout the day, repositioning at the beginning and end of each day, versus before and after each individual flight as is typical for helicopter charter; and

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reduction of hourly flight costs as our third-party aircraft operator arrangements allow aircraft operators to amortize their fixed costs over more flight hours per year thereby enabling them to lower the rates they charge to Blade.

EVA are currently being developed and tested by a wide variety of aerospace companies, including Boeing, Airbus and others. Regulatory agencies in the United States, Europe and elsewhere have begun the process of certifying certain models, but the timeline for approving EVA for passenger travel is unknown. Like electric cars, EVA could provide the benefits of zero carbon emissions and also quieter operation. According to the companies that are building these aircraft, the use of EVA for urban air mobility could provide several important benefits over helicopters or airplanes, including:

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lower cost to manufacture and operate;

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reduced maintenance costs and downtime;

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additional mechanical redundancy; and

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potential to deploy software solutions that have been developed to reduce pilot error and increase automation.

Our Strengths

We believe the following competitive strengths have been instrumental to our success and position us for future growth.

Well-Known and Respected Brand

Our “Blade” brand is one of our most valuable assets. We have invested significantly in promoting our brand, which we believe will continue to enable us to acquire fliers and increase utilization on new and existing routes.

We believe in creating an emotional connection with our fliers. We accomplish this through the experience we provide in our terminals and by the relentless pursuit of flier satisfaction by our on-site Flier Experience team and Flier Relations representatives. In surveys sent after each flight, we ask our fliers, on a scale of 1-10, how likely they are to recommend Blade to a friend. The average response since we began the surveys in July 2018 has been 9.5 out of 10.

Our marketing, advertising, and communications efforts have helped us acquire and retain our fliers. It also sets the tone for our brand as aspirational, but also within reach — flights on certain routes cost as little as $195 per seat, or $95 with the purchase of an annual pass.

Our flier acquisition campaigns primarily consist of: (i) digital marketing channels, which we optimize for search engine results; (ii) local print and television ads in our target markets; (iii) marketing partnerships

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with other businesses that share a similar customer base (e.g., hotels and airlines); and (iv) events, product placements and “activations” that integrate our urban air mobility services with our partners’ products.

We believe that the strength and recognition of our brand and our focus on locally-targeted advertising has enabled us to be cost efficient in our marketing and advertising. For example, for the years ended September 30, 2020 and 2019, flier acquisition campaigns represented only 11% and 16% of our revenues, respectively, which is consistent with the typical cost of our flyer acquisition campaigns.

We measure the success of our marketing campaigns by looking at the revenue growth for a particular route or geography compared to the cost of targeted marketing for that route or geography and the relative cost of the targeted marketing compared to our overall marketing spend. For digital advertising, our vendors are able to track fliers who view or click our advertisements and directly attribute revenues to specific campaigns, or even specific pieces of creative content, which we compare to the cost to determine effectiveness.

Over the past six years, we have produced over 20 television commercials for a variety of services across our markets. These commercials are produced in-house and often utilize notable actors and celebrities who are Blade fliers. We pay for airtime on a cost-effective basis by targeting key zip codes and negotiating directly with operators of multiple cable television systems. While digital advertising remains an important flier acquisition tool, we believe highly targeted television and print advertising has helped define and build our brand.

Blade has also been featured in recent Hollywood feature films, numerous network television shows, and a top-10 artist music video. Producers of such third-party content seek to use the Blade brand in their storylines because of its perceived strength and recognition, and they do not charge us product placement fees. Leading brands partner with Blade to provide visibility of their products and services to our fliers, underscoring the power of our brand and its value to our fliers. Additionally, our presence at major sporting events, music festivals and arts exhibitions not only generates flight revenue but also helps raise brand awareness. Given that traffic and congestion are common issues for major events, our ability to create landing zones near venues or on-site provides significant time savings for fliers.

Flexible Cost Structure /Asset Light Model

Blade leverages an asset-light business model: we neither own nor operate aircraft. Aircraft, pilots, maintenance, hangar, insurance and fuel are all costs typically borne by our network of third-party operators, which provide aircraft at fixed hourly rates. This enables our third-party operators to focus on training pilots, maintaining aircraft and flying, while we schedule flights based on demand analysis and maintain the relationship with the flier from booking through flight arrival.

Blade takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators. We are responsible for:

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Arrangement of flights operated by our network of third-party operators.

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Booking and aggregating fliers through our mobile app, website and Flier Relations team (via email, phone, text, in-app messaging, and social media).

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Pre-flight communications and booking management in-app or via email, web, text, mobile push notifications, or over the phone with our 24/7 Flier Relations team.

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Check-in, baggage assessment, and administration of health and safety protocols led by our Flier Experience representatives in our dedicated passenger terminals, where available.

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Pre-boarding flier experience in our terminals, which enables recovery logistics in the event a flight is delayed or cancelled and flier exposure to our brand partners.

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Arrival management by our Flier Experience representatives who facilitate ancillary services booked through Blade, such as ground transport connections and luggage delivery.

We pre-negotiate fixed hourly rates and flight times with our third-party aircraft operators, paying only for flights actually flown, creating a predictable and flexible cost structure. Our costs are variable based on

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how many flights we offer, so if demand recedes, we are able to adjust our supply requirements accordingly by using fewer operators and reducing our by-the-seat flights. Blade uses three different models with our operators:

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Dedicated Availability — Blade branded aircraft must be made available to Blade but may otherwise be utilized by the operator for other purposes.

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Dedicated Aircraft — Blade branded aircraft may only be used by Blade and may not be utilized by the operator for any other purpose.

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On Demand Aircraft — Aircraft may be utilized by Blade on an “as available” basis. These aircraft are sometimes Blade branded.

Depending on the maturity of the routes an operator is servicing, Blade will sometimes provide an annual guarantee for Dedicated Availability or Dedicated Aircraft. Our current obligation to purchase flights from operators in fiscal 2021 was $2.4 million, approximately 10% of revenues generated in fiscal 2020.

[MISSING IMAGE: tm213581d1-fc_howblade4c.jpg]

Proprietary Technology

Blade’s proprietary “customer-to-cockpit” technology stack supports all aspects of our sales to fliers and arranging flights with our operators. Fliers can explore routes, book, change, and cancel flights using our mobile app and website. The app and website collect information to analyze passenger usage and travel patterns and provide us with real-time insights that inform, among other things, areas of potential route demand, pricing and flier preferences.

Employees and third-party operators communicate using our cloud-based reservations platform, which enables high volume passenger and flight operations and provides real-time passenger manifests and weight totals on in-cockpit devices for pilots. The platform can orchestrate multiple flights, passengers, and operators in real-time across multiple bases, routes, and time zones. Our platform combines an order management system, operator dispatch dashboard, pilot dashboard (including pilot tipping), flight processing workflows, automated regulatory compliance tools, and a vendor accounting system to move aircraft and passengers successfully. Operators can provide information on their accessible fleet and pilot rosters. They can accept, reject, and send invoices for on-demand flight dispatch requests. The platform sends alerts on potential weight issues based on real-time passenger manifest analysis, invoice cost variances, and other critical information in order to anticipate and eliminate issues before they arise.

Existing Flier Base and Core Operational Footprint

We benefit from our existing, engaged flier base, which we believe will reduce the time required to launch new routes within the regions we currently operate, given our ability to market new services directly to existing Blade fliers in the region. Further, with approximately 37,000 fliers in calendar-year 2019 (our peak full-year passenger volume prior to the COVID-19 pandemic), primarily in the Northeast United States, we have stress-tested our technology, passenger infrastructure and internal processes to handle current and future passenger capacity. We believe this experience is critical to operating a successful urban air mobility service at global scale and will be a key advantage against any future competitors in our current and future markets.

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Experienced Management Team

We are led by an experienced management team with a depth of knowledge in business operations, aviation, technology, mergers and acquisitions, and corporate development. Our management team has successfully grown our business through a combination of focused network and product expansions, cost initiatives, and strategic acquisitions. In addition, our management team has significant prior experience acquiring and integrating businesses.

Strategic Infrastructure

Blade leases and licenses exclusive passenger terminal infrastructure from airport and heliport operators in key markets, providing a competitive advantage in locations that are constrained by geography or regulation from adding additional heliports. These leases, licenses and permits vary in term, ranging from six month seasonal permits to multi-year use and occupancy agreements that are coterminous with the airport or heliport operator’s underlying lease with the municipality that owns the premises. While our experience with these multi-year use and occupancy agreements have led to long-term uninterrupted usage thus far, certain municipalities, including NewYork, retain the authority to terminate a heliport operator’s lease upon as short as 30 days’ notice. If a municipality exercised its termination rights, under certain conditions our agreements with the airport or heliport operator would concurrently terminate.

Beyond providing an enjoyable and seamless pre-boarding experience, Blade’s network of terminals allows us to check-in fliers and manage boarding across multiple flights, often departing within minutes of each other, while enabling baggage handling and real-time recovery logistics in the event of flight delays or cancellations. Based on our experience during the pandemic, we believe that passengers have greater comfort when utilizing private terminals where health protocols are enforced, as compared to larger public airports.

Sales and Marketing

Our fliers primarily purchase and manage reservations using our self-service mobile and web applications, but some choose to call, email or text our dedicated team of Flier Relations professionals. Our Flier Relations team is also responsible for growing revenue through expanded use of services and selling new products and ancillary services, such as ground transport connections, baggage delivery, cancellation insurance, and annual and monthly passes. Sales efforts are supported by our marketing team, which generates leads and builds brand awareness.

Our current marketing strategy focuses on targeted advertising in the geographic locations where we have established routes. When we enter a new market, we develop a locally-focused advertising plan to build our brand recognition and awareness. We primarily utilize: (i) digital marketing channels, which we optimize for search engine results; (ii) highly focused local print and television ads; (iii) marketing partnerships with other businesses that share a similar customer base (e.g., hotels and airlines); (iv) events, product placements and “activations” that integrate our urban air mobility services with our partners’ products; and (v) public relations. As our presence in new markets grows, we believe that referrals from satisfied fliers will drive significant growth.

Our Strategy

Our business model was developed to be scalable and profitable using conventional helicopters, while poised to transition to EVA as soon as those aircraft are ready for public use. We believe that our strengths today position us well to deploy EVA on routes where they can be profitable and, ultimately, expand the total addressable market for Blade given their expected lower costs, reduced noise and zero carbon emissions.

Deploy Asset-Light Business Model Across Key Markets Using Helicopters, Prior to EVA Introduction

Our asset-light model provides us the flexibility to utilize aircraft best suited for our routes today and will allow us to do the same with a variety of EVA models following their commercial adoption.

We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the price we charge to our fliers. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to facilitate the development of new vertiports in our existing and new markets.

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Focus on Short Routes in Dense Urban Areas with Large Addressable Markets

Our growth plan is focused on dense urban areas with existing air transportation infrastructure that are facing increasing ground congestion. In these areas, Blade’s urban air mobility services can provide significant time savings for our fliers. Given the short distances involved, costs for our services can be comparable to luxury private car services. In addition, EVA may be commercially viable sooner in these markets given that battery technology constraints may limit the range of early models. Large urban markets with existing heliport infrastructure should be able to accommodate EVA while other cities may need several years to permit and build such infrastructure. Moreover, costs for EVA transportation may initially be comparable to conventional rotorcraft. Blade’s existing routes and infrastructure are designed to be profitable using either helicopters or EVA.

U.S. cities with this profile tend to have large, affluent populations that place significant value on their time. We believe there are large addressable markets for our services in the areas where we have historically operated, which are the primary areas we have targeted for near-term expansion. Our estimates of total addressable markets are based on third-party research that considered publicly available transportation data for historical passenger trips using any form of transportation, public or private. These estimates reflect substantial demand for short-distance travel services in our target markets. Based on these estimates, as well as income data and potential customer survey responses, we believe there is a significant market opportunity for urban air mobility to satisfy a portion of this demand.

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New York City Airport — Total addressable market of 27 million annual passenger trips between Manhattan and New York City’s three commercial airports (LGA, JFK, EWR) (includes only passengers traveling to or from the airport for a flight).

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New York City Commuter — Total addressable market of 43 million annual passenger trips between Westchester/Connecticut and New York City.

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Northeast Corridor — Total addressable market of 39 million annual relevant passenger trips between New York City and Philadelphia, Boston, and Washington, D.C. and between Philadelphia and Washington, D.C.

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West Coast — Total addressable market of 247 million annual relevant passenger trips on key commuter routes in Los Angeles and San Francisco.

In addition to these domestic target markets, we will continue to explore international markets through joint ventures, as in India. We seek well-capitalized, experienced and reputable local partners in international markets. In selecting local partners for future joint ventures, we consider, among other things, their knowledge and familiarity with local regulations and applicable permitting, access to passenger terminal infrastructure and third-party aircraft operators, existing relationships with consumers who are likely to be interested in urban air mobility solutions and other strengths that would be difficult for a foreign business to replicate.

Acquisition of Key Infrastructure, Operator Alliances

Blade currently leases and licenses exclusive passenger terminal infrastructure from airport and heliport operators in key markets, providing us with dedicated terminal spaces today that enable us to process significant numbers of passengers for our urban air mobility services.

To prepare for the introduction of EVA, we may seek to acquire certain of the underlying operators of strategic vertiport infrastructure, or build dedicated vertiports, including charging infrastructure, at new and existing terminal sites. We believe that such investments will allow us to reduce our costs, primarily by capturing additional margin on landing fees and fuel costs, and upgrade the physical plant to support additional passenger throughput so new affordable services and routes can be launched. Control of vertiport infrastructure would also allow us to adjust operating policies, procedures and terminal design to minimize any impact on the communities where these assets reside (e.g., noise mitigation barriers, safety protocols, and security) and further improve service reliability.

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The following graphic depicts the locations of our existing passenger terminals, as well as locations we have targeted for future infrastructure investments. We have not yet entered into any leases, licenses, purchase agreements or similar agreements with airport or heliport operators in our targeted locations.

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Separately, we may find opportunities to expand into new routes and markets through integrated alliances with short-distance aviation businesses. In these scenarios, Blade would seek to purchase the customer information and infrastructure rights associated with a by-the-seat service in a new geographic area, but we would not acquire aircraft, flight operations or maintenance. Instead, we would maintain our asset-light model and rely on these businesses to service our flights, pursuant to an agreement not to compete with our by-the-seat services.

Leverage Our Brand to Acquire Fliers, Improve Utilization, and Drive Ancillary Revenues

By investing more in brand awareness while adding new routes ahead of the introduction of EVA and before new competitors enter the market, we believe Blade’s growth trajectory will be difficult for others to replicate. We believe our fliers have a close connection with our brand, which we believe will become even more important as we transition from rotorcraft to EVA.

While air travel has been utilized for nearly a century, EVA represents a significant shift in aviation technology and some fliers may be reluctant initially to embrace it as a new mode of transportation. As such, we believe that fliers will turn to already established and trusted companies to provide them with this new service. We continually work at building that trust with our new and existing fliers and believe that their connection to our brand will enable us to successfully launch EVA services in scale ahead of potential new market entrants.

Government Regulation

Transportation and Aviation

As an arranger of air travel and an indirect air carrier, we are subject to United States Department of Transportation (“DOT”) regulations governing our advertising and sale of by-the-seat air transportation as

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well as the advertising and sale of aircraft charter. We are also subject to DOT regulations relating to consumer protection matters such as unfair or deceptive practices, flier complaints and ticket refunding policies and practices.

Our operators are subject to the laws and regulations relating to the operation and maintenance of aircraft promulgated by the Federal Aviation Administration (“FAA”). Because Blade does not operate aircraft, our business operations are not regulated by the FAA.

Our subsidiary, Blade Urban Ground Mobility, LLC, holds a for hire vehicle dispatch base license issued by the New York City Taxi and Limousine Commission, which regulates our ground mobility missions.

Privacy and Data Protection

There are many requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personally identifiable information and other data relating to individuals. Because our technology platform is an integral aspect of our business, compliance with laws governing the use, collection, and processing of personal data is necessary for us to achieve our objective of continuously enhancing the user experience of our mobile application and marketing site.

We receive collect, store, process, transmit, share and use personal information, and other customer data, including health information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to receive, collect, store, process, transmit, share, and use such personal information, including payment information. A variety of federal, state, local, municipal, and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the collection, storage, processing, sharing, use, retention and security of this information.

We believe that the personal information we collect from California residents that use our app, the air transportation services we have offered in California in the past and direct marketing to California residents for those services, as well as our plans to offer future services in California, have made and in the future will make Blade subject to compliance with California’s privacy laws. The California Consumer Privacy Act (“CCPA”) establishes a privacy framework for covered businesses regarding data privacy rights for California residents. Covered businesses must provide certain disclosures to California residents, respond to certain requests by California residents for disclosures regarding their personal information, as well as offer California residents the right to opt out of sales of personal information. The CCPA contains a severe statutory damages framework of up to $2,500 per violation, or up to $7,500 per each intentional violation, and provides for private rights of action for certain breaches of personal information resulting from a covered business’s failure to implement reasonable security procedures and practices. Moreover, the California Privacy Rights Act, which takes effect on January 1, 2023, will expand California residents’ rights under the CCPA.

Although we do not currently offer or advertise our services in the European Union, and all of our services are charged in U.S. dollars, in the past we have offered services in the EU and may do so again in the future.

The GDPR imposes obligations on data controllers and data processors that have an establishment in the EU or are offering goods or services to, or monitoring the behavior of, individuals within the EU. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that collect and further process personal data, including requirements relating to processing health and other sensitive data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States and the United Kingdom post-Brexit, and stipulates a regime of accountability for processors and controllers. Organizations may be required to appoint a data protection officer who reports to the highest level of management within the business. The GDPR permits data protection authorities to impose large penalties for violations of the GDPR, including potential fines of up to €20 million or 4% of annual global revenues of the undertaking, whichever is greater. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for material and immaterial damages resulting from violations of the GDPR.

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The CCPA, GDPR, and other similar regulations require companies to give specific types of notice and, in some cases, permit users to opt out of or obtain informed consent for the placement of a cookie or similar technologies on a user’s device for online tracking for behavioral advertising and other purposes and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked tick boxes and bundled consents, thereby requiring users to affirmatively consent for a given purpose through separate tick boxes or other affirmative action.

Environmental

Our operators are subject to various federal, state and local laws relating to the protection of the environment, including the discharge or disposal of materials and chemicals and the regulation of aircraft noise, which laws are administered by numerous state and federal agencies. We seek representations of compliance with environmental laws from our operators.

Ground Safety and Industry Hazards

The safety of our fliers and the establishment of a safe working environment for our employees is our highest priority. We have implemented a tarmac training safety program for our personnel who work at airports and heliports in proximity to aircraft, and our employees follow all airport and heliport safety protocols.

Competition

The urban air mobility market is in its infancy; however, we believe that eventually it will be highly competitive. We do not believe we currently have any direct urban air mobility competitors in the United States. We believe our indirect competitors include:

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Ground vehicle transportation, including personal vehicles and asset-light businesses such as Uber and Lyft. We compete against this segment on the basis that it is the predominant method of cost-effective intra-city and short-distance inter-city transportation. In certain instances, such as in competition with higher-end offerings from Uber car services and limousine services, we believe we are able to offer fliers significant time-savings at a comparable price point.

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Traditional aircraft charter services, including services that own and operate their own aircraft. Our competitors in this sector offer fliers significant time savings compared to ground transportation. We believe we can offer similar time savings but at significantly lower prices given our ability to effectively market and sell individual seats on similar aircraft. Additionally, many competitors lack the advantages of passenger terminal infrastructure, technology for passenger aggregation, and well-recognized brands. For certain lines of business, MediMobility and jet charter in particular, traditional aircraft charter services are directly competitive and we compete primarily on the basis of our service and our breadth of aircraft availability, enabled by our asset-light model.

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Inter-city trains and airline shuttles. This sector is the predominant method of medium-distance inter-city transportation and we compete against it on select longer routes. We believe we are able to offer fliers significant time-savings compared to this sector at a comparable price point, given more conveniently located departure points versus commercial airports.

Seasonality

Historically, we experienced seasonality with flight volume peaking during the third and fourth fiscal quarters (which, due to our September 30 fiscal year, are the quarters ended June 30 and September 30) of each year due to the busy summer travel season, with lower volume during the first and second fiscal quarters. In calendar year 2020, we experienced less seasonality as a result of the COVID-19 pandemic due to a number of factors. We experienced a decline in demand for our Long Island commuter flights during the summer season due to office closures and many people working from home. However, we saw increased demand for our Long Island commuter service beyond the typical summer season, as some fliers remained in summer homes throughout the winter. We also experienced an increase in non-seasonal demand in our MediMobility and jet businesses.

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Blade’s expansion strategy is focused on routes with significantly less seasonality, such as intercity transfers, airport, and year-round commuter routes. Thus, we expect that seasonality in revenue will decrease as our business grows and our revenue mix shifts to these new year-round routes.

Intellectual Property

The protection of our technology and other intellectual property is an important aspect of our business. We seek to protect our intellectual property (including our technology and confidential information) through a combination of trademarks and trade secret protections, as well as contractual commitments and security procedures. We generally require our employees and consultants to enter into confidentiality and assignment of inventions agreements and certain third parties to enter into nondisclosure agreements. We regularly review our technology development efforts and branding strategy to identify and assess the protection of new intellectual property. We own certain trademarks important to our business, such as the “Blade” word and design marks.

We currently own the “Blade.com” and “Flyblade.com” Internet domain names. The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that use the name “Blade” or are otherwise relevant to or descriptive of our business.

While software can be protected under copyright law, we have chosen to rely primarily on trade secret law in order to protect our proprietary software and have chosen not to register any copyrights in these works. In the United States, copyrights must be registered in order to bring a claim for infringement and to obtain certain types of remedies. Even if we decide to register a copyright in our software to bring an infringement action, the remedies and damages available to us for unauthorized use of our software may be limited.

Intellectual property laws, contractual commitments and security procedures provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, trade secrets, know-how and other proprietary materials may be independently developed by our competitors or revealed to the public or our competitors and no longer provide protection for the related intellectual property. In addition, intellectual property laws vary from country to country, and we have not sought trademark registrations outside of the United States. We may therefore be unable to protect certain of our proprietary technology, brands or other intellectual property in other jurisdictions.

Insurance

We maintain insurance policies to cover aviation premises, non-owned aircraft, commercial property, workers’ compensation, and general liability insurance in each of the states where we have operations. Our insurance provides coverage for incidents at our facilities unrelated to aircraft operation. Incidents related to aircraft operation are covered by our third-party operators’ insurance, and our third-party operators indemnify us for any liability arising from those incidents.

All of our insurance policies are with third-party carriers with financial ratings of A- or better. We and our insurance broker regularly review our insurance policies and believe the premiums, deductibles, coverage limits and scope of coverage under such policies are reasonable and appropriate for our business and the overall business climate.

Human Capital

As of March 4, 2021, we had 47 employees, 33 of which were full-time employees and 14 of which were part-time employees. None of our employees are represented by a labor union. We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements.

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Locations

Our corporate headquarters is located in New York, New York. We use this facility for finance and accounting, legal, talent management, technology, marketing, sales and other administrative functions. We also maintain branded terminals for the use of Blade passengers and customer experience personnel pursuant to leases, licenses or permits with operators of various heliports and airports in New York, New York, White Plains, New York, Opa-Locka, Florida, Nantucket, Massachusetts and Los Angeles, California.

Legal Proceedings

From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or prospects.

On February 5 and 9, 2021, a putative class action complaint and an individual complaint captioned, respectively, Castillo v. Experience Investment Corp., et al. (No. 020521-110) and Digennaro v. Experience Investment Corp., et al. (No. 020921-104) were filed in New York state court. On March 25, 2021, an amended complaint was filed in the Castillo action. The operative complaints in both actions name Experience Investment Corp.; its Chief Executive Officer, Mr. Eric Affeldt; and its directors Mr. Martin J. Newburger, Mr. Brian C. Witherow, Mr. Rafael Pastor, and Mr. Edward Philip. Additionally, the Digennaro complaint names Experience Merger Sub, Inc. and BLADE Urban Air Mobility, Inc. The complaints assert claims for breach of fiduciary duty against Experience's officer and directors and aiding and abetting breach of fiduciary duty against the entities in connection with alleged material misstatements and omissions made in the Company's Form S-4, filed January 29, 2021. The complaints seek, inter alia, injunctive relief enjoining or rescinding the Transaction, injunctive relief directing the filing of an amended registration statement, and damages.

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DESCRIPTION OF EIC’S SECURITIES

The following summary of the material terms of EIC’s securities following the business combination is not intended to be a complete summary of the rights and preferences of such securities. The full text of the second amended and restated certificate of incorporation is attached as Annex F to this proxy statement/prospectus/consent solicitation statement. We urge you to read the second amended and restated certificate of incorporation in its entirety for a complete description of the rights and preferences of EIC’s securities following the business combination.

Authorized and Outstanding Stock

The second amended and restated certificate of incorporation authorizes the issuance of shares of EIC’s capital stock, each with a par value of $0.0001, consisting of (a) 400,000,000 shares of Class A common stock and (b) 2,000,000 shares of preferred stock. The outstanding shares of EIC common stock are, and the shares of common stock issuable in connection with the business combination and the PIPE Investment will be, duly authorized, validly issued, fully paid and non-assessable.

As of the record date for the EIC special meeting, there were (i) 27,500,000 shares of EIC Class A common stock outstanding, (ii) 6,875,000 shares of EIC’s Class B common stock outstanding, (iii) no shares of preferred stock outstanding, (iv) Private Placement Warrants exercisable for 5,000,000 shares of EIC Class A common stock and (v) Public Warrants exercisable for 9,166,666 shares of EIC Class A common stock.

Pursuant to the terms of EIC’s current certificate of incorporation, issued and outstanding shares of EIC Class B common stock will automatically convert into an equal number of shares of EIC Class A common stock upon the consummation of the business combination.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, under the second amended and restated certificate of incorporation, the holders of common stock will possess all voting power for the election of directors and all other matters requiring stockholder action and will be entitled to one vote per share on matters to be voted on by stockholders. The holders of EIC Class A common stock will at all times vote together as one class on all matters submitted to a vote of the common stock under the second amended and restated certificate of incorporation.

Dividends

Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under the second amended and restated certificate of incorporation, holders of EIC Class A common stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the Board in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Liquidation, Dissolution and Winding Up

In the event of the voluntary or involuntary liquidation, dissolution, or winding-up of EIC, the holders of EIC Class A common stock will be entitled to receive all the remaining assets of EIC available for distribution to stockholders, ratably in proportion to the number of shares of EIC Class A common stock held by them, after the rights of creditors of EIC and the holders of any outstanding shares of preferred stock have been satisfied.

Preemptive or Other Rights

The holders of EIC Class A common stock will not have preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the EIC Class A common stock.

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Capital Stock Prior to the Business Combination

We are providing stockholders with the opportunity to redeem all or a portion of their public shares of EIC Class A common stock upon the consummation of the business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, subject to the limitations described herein. The Sponsor and EIC’s officers and directors have agreed to waive their redemption rights with respect to their shares of common stock in connection with the consummation of the business combination.

The approval of the business combination requires the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. However, the participation of the Sponsor and EIC’s officers and directors, or their affiliates in privately negotiated transactions (as described in this proxy statement/prospectus/consent solicitation statement), if any, could result in the approval of the business combination even if a majority of the stockholders vote, or indicate their intention to vote, against the business combination.

The Sponsor and EIC’s officers and directors have agreed to vote their shares of common stock in favor of the business combination and the other proposals described in this proxy statement/prospectus/consent solicitation statement. As of the date of filing this proxy statement/prospectus/consent solicitation statement, the Sponsor and our directors and officers do not currently hold any public shares. Public stockholders may elect to redeem their public shares whether they vote “FOR” or “AGAINST” the business combination.

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of public shares such that we cannot satisfy the net tangible asset requirement (described above) we would not proceed with the amendment or the related redemption of our public shares.

Units

Each unit consists of one whole share of EIC Class A common stock and one-third of one Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of EIC Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a Public Warrant holder may exercise its Public Warrants only for a whole number of shares of EIC Class A common stock. This means that only a whole Public Warrant may be exercised at any given time by a warrant holder. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole Public Warrant.

Upon the consummation of the business combination, EIC intends to apply to continue the listing of its publicly traded EIC Class A common stock and Public Warrants on Nasdaq under the symbols “BLDE” and “BLDEW,” respectively, upon the closing of the Transactions. As a result, our publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Founder Shares

The Founder Shares are identical to the shares of EIC Class A common stock, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) our Sponsor and EIC’s officers and directors have entered into a letter agreement with us (which, in the case of the Sponsor, was amended by the Sponsor Letter Agreement), pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the completion of our business combination and (B) to waive their redemption rights with respect to the Founder Shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the timeframe set forth in our amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares held by them if we fail to complete our business combination within the timeframe set forth in our amended and restated certificate of incorporation, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within such time period and (iii) the Founder Shares are shares of EIC Class B common stock that will automatically convert into shares of EIC Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein. The Founder Shares are subject to registration rights under the registration rights agreement between us and the Sponsor. If we submit our business combination to our public stockholders for a vote, our Sponsor and EIC’s officers and directors have agreed to vote any Founder Shares held by them and any public shares purchased in favor of

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our initial business combination. Permitted transferees of the Founder Shares held by our Sponsor and EIC’s officers and directors would be subject to the same restrictions applicable to our Sponsor and EIC’s officers and directors, respectively.

The shares of EIC’s Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of EIC Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the EIC IPO and related to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which shares of EIC Class B common stock shall convert into shares of EIC Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of EIC Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of EIC Class A common stock issuable upon conversion of all shares of EIC Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the EIC IPO plus all shares of EIC Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of Founder Shares may also elect to convert their shares of EIC Class B common stock into an equal number of shares of EIC Class A common stock, subject to adjustment as provided above, at any time.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to EIC’s officers and directors and other persons or entities affiliated with or related to our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) 180 days after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Preferred Stock

Our current certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in the Transactions.

Warrants

Public Warrants

Each whole Public Warrant entitles the registered holder to purchase one whole share of EIC Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of shares of EIC Class A common stock. This means that only a whole Public Warrant may be exercised at any given time by a warrant holder. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole Public Warrant. The Public Warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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We will not be obligated to deliver any shares of EIC Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of EIC Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue shares of EIC Class A common stock upon exercise of a Public Warrant unless the EIC Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant will have paid the full purchase price for the unit solely for the share of EIC Class A common stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of EIC Class A common stock issuable upon exercise of the Public Warrants. We will use our reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the EIC Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants for Cash. Once the Public Warrants become exercisable, we may call the Public Warrants for redemption:

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in whole and not in part;

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at a price of $0.01 per Public Warrant;

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upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Public Warrant holder; and

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if, and only if, the reported last sale price of the EIC Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending three (3) business days before we send the notice of redemption to the Public Warrant holders.

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise its Public Warrant prior to the scheduled redemption date. However, the price of the EIC Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) Public Warrant exercise price after the redemption notice is issued.

Redemption of Public Warrants for Shares of EIC Class A Common Stock. Commencing ninety days after the Public Warrants become exercisable, we may redeem the outstanding Public Warrants:

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in whole and not in part;

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at $0.10 per Public Warrant upon a minimum of thirty (30) days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants prior to redemption and receive that number of shares of EIC Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of the EIC Class A common stock (as defined below) except as otherwise described below;

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if, and only if, the last reported sale price of the EIC Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the Public Warrant holders;

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if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of EIC Class A common stock) as the outstanding Public Warrants, as described above; and

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if, and only if, there is an effective registration statement covering the shares of EIC Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating thereto available throughout the thirty (30)-day period after written notice of redemption is given.

The numbers in the table below represent the number of shares of EIC Class A common stock that a Public Warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of the EIC Class A common stock on the corresponding redemption date (assuming holders elect to exercise their Public Warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the average of the last reported sales price for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Public Warrants, each as set forth in the table below.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Public Warrant is adjusted. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Public Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Public Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Public Warrant.

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	Fair Market Value of EIC Class A Common Stock
Redemption Date (Period to Expiration of Public Warrants)	$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.365
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.365
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.365
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.364
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.364
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.364
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.364
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.364
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.364
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.364
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.364
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.363
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.363
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.363
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.362
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.362
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of EIC Class A common stock to be issued for each Public Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale price of the EIC Class A common stock for the ten (10) trading days ending on the third (3rd) trading date prior to the date on which the notice of redemption is sent to the holders of the Public Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the Public Warrants, holders may choose to, in connection with this redemption feature, exercise their Public Warrants for 0.277 shares of EIC Class A common stock for each whole Public Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of the EIC Class A common stock for the ten (10) trading days ending on the third (3rd) trading date prior to the date on which the notice of redemption is sent to the holders of the Public Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Public Warrants, holders may choose to, in connection with this redemption feature, exercise their Public Warrants for 0.298 shares of EIC Class A common stock for each whole Public Warrant. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.365 shares of EIC Class A common stock per Public Warrant. Finally, as reflected in the table above, if the Public Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of EIC Class A common stock.

This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Public Warrants (other than the Private Placement Warrants) to be redeemed when the EIC Class A common stock is trading

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at or above $10.00 per share, which may be at a time when the trading price of the EIC Class A common stock is below the exercise price of the Public Warrants. We have established this redemption feature to provide us with the flexibility to redeem the Public Warrants without the Public Warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants for cash.” Holders choosing to exercise their Public Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares representing “fair market value” for their Public Warrants based on a Black-Scholes option pricing model with a fixed volatility input as of the date of the EIC IPO prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding Public Warrants, and therefore have certainty as to our capital structure as the Public Warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to Public Warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the Public Warrants if we determine it is in our best interest to do so. As such, we would redeem the Public Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the Public Warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the Public Warrants when the shares of EIC Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their Public Warrants on a cashless basis for the applicable number of shares. If we choose to redeem the Public Warrants when the shares of EIC Class A common stock are trading at a price below the exercise price of the Public Warrants, this could result in the warrant holders receiving fewer shares of EIC Class A common stock than they would have received if they had chosen to wait to exercise their Public Warrants for EIC Class A common stock if and when such shares of EIC Class A common stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of EIC Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of EIC Class A common stock to be issued to the holder. If, at the time of redemption, the Public Warrants are exercisable for a security other than EIC Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the Public Warrants may be exercised for such security.

Redemption Procedures and Cashless Exercise. If we call the Public Warrants for redemption for cash as described above, our management will have the option to require any holder that wishes to exercise its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of EIC Class A common stock issuable upon the exercise of our Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of EIC Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of EIC Class A common stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the EIC Class A common stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of EIC Class A common stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Public Warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after our initial business combination. If we call our Public Warrants for redemption and our management does not take advantage of this option, our Sponsor and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other Public Warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

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A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount as a holder may specify) of the shares of EIC Class A common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of EIC Class A common stock is increased by a stock dividend payable in shares of EIC Class A common stock, or by a split-up of shares of EIC Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of EIC Class A common stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding shares of EIC Class A common stock. A rights offering to holders of EIC Class A common stock entitling holders to purchase shares of EIC Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of EIC Class A common stock equal to the product of (i) the number of shares of EIC Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for EIC Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of EIC Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for EIC Class A common stock, in determining the price payable for the EIC Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of the EIC Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of EIC Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of EIC Class A common stock on account of such shares of EIC Class A common stock (or other shares of our capital stock into which the Public Warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of EIC Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of EIC Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of the EIC Class A common stock if we do not complete our initial business combination within the timeframe set forth in our amended and restated certificate of incorporation, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the Public Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of EIC Class A common stock in respect of such event.

If the number of outstanding shares of EIC Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of EIC Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of EIC Class A common stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding shares of EIC Class A common stock.

Whenever the number of shares of EIC Class A common stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the Public Warrant exercise price will be adjusted by multiplying the Public Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of EIC Class A common stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of EIC Class A common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of EIC Class A common stock (other than those described above or that solely affects the par value of such shares of EIC Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any

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reclassification or reorganization of our outstanding shares of EIC Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of EIC Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of EIC Class A common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant properly exercises the Public Warrant within thirty (30) days following public disclosure of such transaction, the Public Warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the Public Warrant. The Public Warrants were issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus/consent solicitation statement is a part, for a complete description of the terms and conditions applicable to the Public Warrants. The warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

In addition, if we issue additional shares of EIC Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per share of EIC Class A common stock (with such issue price or effective issue price to be determined in good faith by our Board and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance), the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $18.00 redemption trigger price will be adjusted to 180% of the newly issued price.

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants being exercised. The Public Warrant holders do not have the rights or privileges of holders of EIC Class A common stock or any voting rights until they exercise their Public Warrants and receive shares of EIC Class A common stock. After the issuance of shares of EIC Class A common stock upon exercise of the Public Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of EIC Class A common stock to be issued to the Public Warrant holder.

Private Placement Warrants

The Private Placement Warrants (including the Working Capital Warrants, if any, and the EIC Class A common stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants) will not be transferable, assignable or salable until thirty (30) days after the completion of our initial business combination (except to our officers, directors and other persons or entities affiliated with or related to our Sponsor, each of which will be subject to the same transfer restrictions) and they will not be redeemable by us so long as they are held by the Sponsor or its permitted transferees (except for a number of shares of EIC

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Class A common stock as described under “Description of Securities — Warrants — Public Warrants — Redemption of Public Warrants for shares of EIC Class A common stock”). Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. Each of the Working Capital Warrants, if any, shall be identical to the Private Placement Warrants.

Pursuant to the Sponsor Letter Agreement, the Sponsor agreed, subject to certain exceptions, not to transfer any Private Placement Warrants (or any shares of EIC Class A common stock issuable upon exercise thereof) until the earlier of (A) 180 days after the completion of the Merger or (B) such future date following the completion of the Merger on which EIC completes a liquidation, merger, share exchange, reorganization or similar transaction that results in all of EIC’s stockholders having the right to exchange their shares of EIC Class A common stock for cash, securities or other property.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their Private Placement Warrants for that number of shares of EIC Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of EIC Class A common stock underlying the Private Placement Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Private Placement Warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the EIC Class A common stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. Following an initial business combination, we expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of EIC Class A common stock issuable upon exercise of the Public Warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such Private Placement Warrants on a cashless basis is appropriate.

Working Capital Warrants

In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into Working Capital Warrants at a price of $1.50 per warrant at the option of the lender under the Sponsor Letter Agreement. Such Working Capital Warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. See “— Private Placement Warrants” above. No Working Capital Warrants are expected to be issued in connection with the Transactions.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future (following consummation of the business combination) will be dependent upon our revenues and earnings, if any, capital requirements, the terms of any outstanding indebtedness and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of the Board at such time. In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

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Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and warrant agent for our warrants is American Stock Transfer & Trust Company, LLC. We have agreed to indemnify American Stock Transfer & Trust Company, LLC in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

American Stock Transfer & Trust Company, LLC has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any distribution of, the trust account, and waives any and all rights to seek any recourse, reimbursement, payment or satisfaction for any claim against the trust account.

Accordingly any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against EIC and EIC’s assets outside the trust account and not against the any monies in the trust account or interest earned thereon.

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COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS

General

Blade is incorporated under the laws of the State of Delaware and the rights of Blade stockholders are governed by the laws of the State of Delaware, including the DGCL, Blade’s existing charter and Blade’s existing bylaws. As a result of the Merger, Blade stockholders who receive shares of EIC common stock will become EIC stockholders. EIC is incorporated under the laws of the State of Delaware and the rights of EIC stockholders are governed by the laws of the State of Delaware, including the DGCL, and as of the effective time of the Merger, the EIC charter and the EIC bylaws that will be effective at such time. Thus, following the Merger, the rights of Blade stockholders who become EIC stockholders in the Merger will continue to be governed by Delaware law but will no longer be governed by Blade’s existing charter and Blade’s existing bylaws and instead will be governed by the EIC charter and the EIC bylaws that will be effective at such time.

Comparison of Stockholders’ Rights

Set forth below is a summary comparison of material differences between the rights of Blade stockholders under Blade’s existing charter and Blade’s existing bylaws (left column), and the rights of EIC stockholders under forms of the EIC charter and the EIC bylaws that will be effective as of, and following, the Merger (right column). The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents. This summary is qualified in its entirety by reference to the full text of Blade’s existing charter and Blade’s existing bylaws, and forms of such EIC charter and EIC bylaws, which are attached as Annex F and G, respectively, as well as the relevant provisions of the DGCL.

Blade			EIC (as of and following the Merger)
Authorized Capital Stock
Blade is currently authorized to issue 50,300,000 shares of common stock, par value $0.00001 per share. As of March 26, 2021, there were 13,706,294 shares of Blade common stock outstanding. Blade is currently authorized to issue 2,817,000 shares of Series Seed preferred stock, 6,734,526 shares of Series A preferred stock and 12,660,000 shares of Series B preferred stock, each par value $0.00001 per share. As of March 26, 2021, there were 22,116,811 shares of Blade preferred stock outstanding.			EIC will be authorized to issue 402,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of Class A common stock, par value $0.0001 per share, and (ii) 2,000,000 shares of preferred stock, par value $0.0001 per share. As of March 22, 2021, we expect there will be 82,500,000 shares of EIC common stock outstanding following consummation of the Merger, assuming no redemptions by holders of EIC public shares, no exercise of warrants by any holders of EIC warrants and all EIC Options being net exercised. Following consummation of the Merger, EIC is not expected to have any preferred stock outstanding
Number of Directors
Blade’s board of directors consists of 5 directors.			Subject to the rights of holders of any series of preferred stock to elect directors and the terms of the Investor Rights Agreement, the number of directors is fixed from time to time by resolution of the EIC board of directors.
Classified Board of Directors
All directors are elected annually.			A three-class classified board of directors, with directors split as evenly as possible across the three classes.

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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.

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Blade			EIC (as of and following the Merger)
Stockholder Action by Written Consent
Blade bylaws provide stockholders can take action by written consent, subject to signature and delivery requirements.			No action may be taken by stockholders via written consent, except to the extent expressly provided by the applicable certificate of designation relating to a series of preferred stock.
Voting Requirements for Amendments to Charter
The existing Blade charter is silent regarding mechanics of amending the existing Blade charter, except that Blade reserves the right to amend the charter as permitted by existing or future statute. The existing Blade charter does not allow for an amendment, alteration or repeal of provisions of the existing Blade charter if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, Blade preferred stockholders without the written consent or affirmative vote of holders of a majority of the preferred stock. Any amendment, repeal or modification of Article Ten (Indemnification) of the existing Blade charter shall not affect any right or protection of any person for any act or omission occurring prior to such amendment, repeal or modification and shall not adversely affect any right or protection of any director, officer or other agent of Blade existing at the time of such amendment, repeal or modification.			The EIC charter requires a majority threshold to amend most charter provisions. Holders of common stock are not entitled to vote on any amendment to the EIC charter that relates solely to the terms of one or more outstanding series of Blade preferred stock if holders of such affected series are entitled, either separately or together with holders of one or more other such series, to vote thereon.
Voting Requirements for Amendments to Bylaws
The board of directors has the power to adopt, amend or repeal the Blade bylaws. Stockholders are entitled to vote to adopt, amend or repeal the Blade bylaws. Stockholders cannot amend, alter or repeal any provision of bylaws that adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, Blade preferred stockholders without the written consent or affirmative vote of holders of a majority of Blade preferred stock. The Blade bylaws do not provide for special mechanics to amend the bylaws, so the general voting mechanics applicable to stockholder voting at stockholder meetings (majority of the votes present in person or represented by proxy) apply.			The board of directors has the power to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the EIC bylaws. Majority threshold required to amend the EIC bylaws.
Blank Check Preferred Stock
No blank check. The board of directors has authorized 22,211,526 shares of Blade preferred stock, of which 22,116,811 shares are outstanding.			The board of directors is authorized to issue preferred stock.

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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.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Price Range of EIC’s Securities

Our units, each of which consists of one share of EIC Class A common stock and one-third of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock, began trading on Nasdaq under the symbol “EXPCU” on September 13, 2019. On November 1, 2019, the EIC Class A common stock and Public Warrants began trading separately on Nasdaq under the symbols “EXPC” and “EXPCW,” respectively. Each Public Warrant entitles the holder to purchase one share of EIC Class A common stock at a price of $11.50 per share, subject to adjustment. Public Warrants may only be exercised for a whole number of shares of EIC Class A common stock and will become exercisable 30 days after the completion of an initial business combination. Our Public Warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation as described herein.

The following table sets forth, for the calendar quarter indicated, the high and low sales prices per unit, share EIC Class A common stock and Public Warrant as reported on Nasdaq for the periods presented. EIC did not declare or pay any cash dividends during the periods presented.

	EIC Class A common stock						Public Warrants						Units
Period	High			Low			High			Low			High			Low
2019:
Third Quarter(1)			N/A			N/A			N/A			N/A		$	10.07		$	10.00
Fourth Quarter(2)		$	9.85		$	9.65		$	1.15		$	0.80		$	10.10		$	10.00
2020:
First Quarter		$	10.29		$	9.28		$	1.50		$	0.60		$	11.50		$	9.70
Second Quarter		$	10.05		$	9.70		$	0.90		$	0.48		$	10.26		$	9.80
Third Quarter		$	10.47		$	9.95		$	1.42		$	0.77		$	10.50		$	10.20
Fourth Quarter		$	12.05		$	9.90		$	3.05		$	0.90		$	12.92		$	9.35
2021:
First Quarter(3)		$	19.88		$	10.20		$	6.20		$	2.13		$	22.98		$	11.00

(1)

The units began trading on the Nasdaq on September 13, 2019.

(2)

The EIC Class A common stock and Public Warrants began trading separately on the Nasdaq on November 1, 2019.

(3)

Through March 31, 2021.

On December 14, 2020, the last trading date before the public announcement of the Transactions, the units, EIC Class A common stock and Public Warrants closed at $10.95, $10.23 and $1.26, respectively.

Dividend Policy

EIC has not paid any cash dividends on our common stock to date and does not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future is dependent upon our revenues and earnings, if any, capital requirements, the terms of any indebtedness and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to the business combination will be within the discretion of the Board at such time. In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to EIC regarding (i) the actual beneficial ownership of our common stock as of March 22, 2021 (pre-business combination) and (ii) expected beneficial ownership of our common stock immediately following consummation of the business combination (post-business combination), assuming that no public shares are redeemed, and alternatively the maximum number of public shares of are redeemed, by:

•

each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our common stock;

•

each of our current executive officers and directors;

•

each person who will become a named executive officer or director of the post-combination company; and

•

all executive officers and directors of EIC, as a group, and of the post-combination company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

The beneficial ownership of (i) our common stock pre-business combination is based on 34,375,000 shares of common stock issued and outstanding as of March 22, 2021 and (ii) our common stock post-business combination is based on 72,940,192 shares of common stock issued and outstanding assuming that no public shares are redeemed, and 45,440,196 shares of common stock issued and outstanding assuming that the maximum number of public shares are redeemed. The maximum number of public shares assumed to be redeemed is calculated as assuming all 27,500,000 outstanding public shares will be redeemed. The beneficial ownership of our common stock post-business combination assumes that immediately prior to the effective time of the Merger there are an aggregate of 35,823,105 shares of Blade Common Stock outstanding (after giving effect to the conversion of outstanding shares of Blade Preferred Stock). Except as specified below, the table below excludes shares of EIC Class A common stock issuable upon exercise of warrants and vested EIC Options.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Experience Investment Corp., 100 St. Paul St., Suite 800, Denver, CO 80206.

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Beneficial Ownership Table

							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%

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							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%

Less than 1%

(1)

For a given named beneficial owner, to the extent applicable, shares of common stock beneficially owned prior to the Transactions excludes shares of common stock issuable upon exercise of warrants (which are not exercisable prior to the Transactions) held by such beneficial owner.

(2)

The “Assuming No Redemptions” column presentation assumes that no EIC public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account and the “Assuming Maximum Redemptions” column presentation assumes that EIC public stockholders holding 27.5 million of EIC’s public shares (i.e., all of EIC’s public shares) exercise their redemption rights and that such shares are redeemed for their pro rata share of the funds in EIC’s trust account.

(3)

Reflects the aggregate number of shares of EIC Class A common stock and EIC Class B common stock beneficially owned by such beneficial owner prior to the Transactions and the aggregate number of shares of EIC Class A common stock beneficially owned by such beneficial owner after the Transactions. Shares of EIC Class B common stock will automatically convert, on a one-for-one basis, into shares of EIC Class A common stock in connection with the Transactions.

(4)

Reflects the percentage of the total number of outstanding shares of EIC Class A common stock and EIC Class B

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common stock beneficially owned by such beneficial owner prior to the Transactions and the percentage of the total number of outstanding shares of EIC Class A common stock beneficially owned by such beneficial owner after the Transactions.

(5)

According to the Schedule 13G filed with the SEC on February 12, 2021, Experience Sponsor LLC reported beneficial ownership of 6,875,000 shares of EIC Class B common stock and Private Placement Warrants exercisable for 5,000,000 shares of EIC Class A common stock. Steele ExpCo Holdings, LLC, a Delaware limited liability company, is the managing member and 100% owner of Experience Sponsor LLC. KSL Capital Partners V GP, LLC, a Delaware limited liability company, is the managing member of Steele ExpCo Holdings, LLC. Eric Charles Resnick is the managing member of KSL Capital Partners V GP, LLC. As such, Steele ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Mr. Resnick may be deemed to have or share voting and dispositive power of the Class B common stock held directly by Experience Sponsor LLC. In addition, it is expected that Steele ExpCo Holdings, LLC will beneficially own 2,050,000 additional shares of EIC Class A common stock after the Transactions and consummation of the PIPE Investment. Mr. Resnick disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interest in such shares, directly or indirectly. The address for each entity is c/o KSL Capital Partners, 100 St. Paul Street, Suite 800, Denver, Colorado 80206.

(6)

According to a Schedule 13G filed with the SEC on February 12, 2021, HG Vora Capital Management, LLC reported beneficial ownership of 2,000,000 shares of EIC Class A common stock. Interest shown also include 5,376,470 shares of EIC Class A common stock expected to be purchased in the PIPE Investment or received in exchange for shares of Blade Preferred Stock by HG Vora Capital Management, LLC. Panag Vora is the managing member of HG Vora Capital Management, LLC, and as such may be deemed to have voting and dispositive power of the Class A common stock held directly by HG Vora Capital Management, LLC. The business address for this investor is 330 Madison Avenue, 20th floor, New York, NY 10017.

(7)

According to a Schedule 13G filed with the SEC on February 8, 2021 jointly by FMR LLC and Abigail P. Johnson, each of FMR LLC and Abigail P. Johnson may be deemed to beneficially own 1,788,503 shares of EIC Class A common stock. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address for the reporting person’s principal business office is 245 Summer Street, Boston, Massachusetts 02210.

(8)

According to a Schedule 13G filed with the SEC on February 12, 2021 jointly by Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”); Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Magnetar Capital Master Fund Ltd, (“Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), all Cayman Islands exempted companies; and Magnetar Structured Credit Fund, LP, (“Structured Credit Fund”), a Delaware limited partnership; collectively (the “Magnetar Funds”), each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,717,061 shares of EIC Class A common stock. The amount consists of (A) 606,169 Shares held for the account of Constellation Master Fund; (B) 531,364 Shares held for the account of Constellation Fund; (C) 26,614 Shares held for the account of Master Fund; (D) 221,671 Shares held for the account of Xing He Master Fund; (E) 185,019 Shares held for the account of Structured Credit Fund; (F) 75,000 Shares held for the account of Systematic Master Fund; and (G) 71,224 Shares held for the account of SC Fund. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(9)

According to Amendment No. 2 to Schedule 13G filed with the SEC on February 8, 2021, jointly by Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), ICS Opportunities, Ltd. (“ICS Opportunities”), Millennium International

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Management LP (“Millennium International Management”), Millennium Management LLC (“Millennium Management”), Millennium Group Management LLC (“Millennium Group Management”) and Israel A. Englander (“Mr. Englander”), the parties reported that Integrated Core Strategies was the beneficial owner of 1,032,663 shares EIC Class A common stock and that ICS Opportunities was the beneficial owner of 250,000 shares of EIC Class A common stock and 1/3 of one Public Warrant. Millennium Management is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Group Management is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Mr. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and ICS Opportunities. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or ICS Opportunities, as the case may be. However, the reporting parties state that the foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or ICS Opportunities. The address for the reporting persons’ principal business office is 666 Fifth Avenue, New York, New York 10103.

(10)

Messrs. Affeldt, Witherow, Pastor and Philip each have an economic interest (or deemed economic interest) in shares of EIC Class A common stock and/or Private Placement Warrants through their respective ownership of membership interests in Experience Sponsor LLC, but do not beneficially own any shares of EIC Class A common stock or Private Placement Warrants. The indirect ownership interest via Experience Sponsor LLC is reflected solely under the rows for Experience Sponsor LLC. The economic interests (or deemed economic interests) of these individuals in the Founder Shares and/or Private Placement Warrants held by Experience Sponsor LLC are as shown below:

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)

—

(a)

Subject to forfeiture in the event in the event their status as a director of EIC terminates for any reason prior to the date of consummation of the initial business combination.

(11)

None of our directors or executive officers beneficially own securities of EIC prior to the Transactions and none are expected to beneficially own securities of EIC immediately after the Transactions.

(12)

Interests shown consist of 6,233,498 shares of EIC Class A common stock. Colony Capital Operating Company, LLC is the beneficial owner of ColPE Blade Investor, LLC and as such may be deemed to share voting and dispositive power of the EIC Class A common stock held by ColPE Blade Investor, LLC. Colony Capital, Inc. is the managing member and 90% holder of Colony Capital Operating Company, LLC. The business address for this investor is 515 S. Flower St., Floor 44, Los Angeles, CA 90071.

(13)

Interests shown consist of 3,082,428 shares of EIC Class A common stock, which includes 100,000 shares expected to be purchased in the PIPE Investment, held by Snickers Holdings LLC. Mr. Zaslav, who will be one of EIC’s directors following the consummation of the Transactions, is the managing member of Snickers Holdings LLC. The business address for this investor is 115 Central Park West #17C, New York, NY 10023.

(14)

Interests shown consist of 1,878,753 shares of EIC Class A common stock. Steve Martocci and Jared Hecht are the managing members of JumpTen LLC and as such may be deemed to share voting and dispositive power of the Class A common stock held directly by JumpTen LLC. The business address for this investor is 287 State Street, Brooklyn, NY 11201.

(15)

Interests shown consist of 4,922,862 shares of EIC Class A common stock and vested EIC Options exercisable for an aggregate of 5,186,684 shares of EIC Class A common stock.

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(16)

Interests shown consist of 104,394 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

(17)

Interests shown consist of: 50,963 shares of EIC Class A common stock held by Mr. Lerer, 111,506 shares of EIC Class A common stock held by Lerer Investments II LLC, 374,009 shares of EIC Class A common stock held by Lerer Hippeau Ventures Select Fund, LP and 698,940 shares of EIC Class A common stock held by Lerer Hippeau Ventures V, LP. Mr. Lerer, who will be one of EIC’s directors following the consummation of the Transactions, is the Managing Member of each of the investors, and may be deemed to beneficially own all of the shares of EIC Class A common stock held by Lerer Investments II LLC, Lerer Hippeau Ventures Select Fund, LP and Lerer Hippeau Ventures V, LP. The business address for each of the investors is 100 Crosby Street, Suite 201, New York, NY 10012.

(18)

Interests shown consist of 218,414 shares of EIC Class A common stock held and 717,126 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

(19)

Interests shown consist of 221,938 shares of EIC Class A common stock held and 1,274,083 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

(20)

Interests shown consist of 10,920 shares of EIC Class A common stock held and 509,633 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

(21)

Interests shown consist of 18,201 shares of EIC Class A common stock held and 145,609 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

(22)

Interests shown consist of 6,233,498 shares of EIC Class A common stock held by ColPE Blade Investor, LLC, and 561,014 of EIC Class A common stock held by JustBlade, LLC. Colony Capital Operating Company LLC is the beneficial owner of shares held by ColPE Blade Investor, LLC and JustBlade, LLC. Colony Capital, Inc. is the managing member and 90% owner of Colony Capital Operating Company, LLC, and as such may be deemed to share voting and dispositive power of the EIC Class A common stock held by ColPE Blade Investor, LLC and Just Blade, LLC. The business address for Colony Capital, Inc. is 515 S. Flower St., Floor 44, Los Angeles, CA 90071.

(23)

Interests shown consist of 9,710,181 shares of EIC Class A common stock held and 7,937,529 shares of EIC Class A common stock issuable upon the exercise of vested EIC Options.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

EIC Related Party Transactions

In May 2019, our Sponsor purchased 7,187,500 Founder Shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000 by our Sponsor, EIC had no assets, tangible or intangible. On September 17, 2019, the underwriters in EIC IPO partially exercised their over-allotment option for 2,500,000 of the total possible 3,750,000 additional units. Because the underwriters’ exercised the over-allotment option in part, our Sponsor forfeited 312,500 Founder Shares.

In September 2019, our Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,500,000 in a private placement that closed simultaneously with the closing of the EIC IPO. Each Private Placement Warrant entitles the holder upon exercise to purchase one share of EIC Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants (including the shares of EIC Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination; provided, however, that the Sponsor has agreed to certain additional transfer restrictions in the Sponsor Letter Agreement as described below.

If any of EIC’s officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to EIC, subject to his or her fiduciary duties under Delaware law. EIC’s officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Please see the section entitled “Management of EIC — Conflicts of Interest” for a summary of such fiduciary duties or contractual obligations.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The EIC audit committee will review on a quarterly basis all payments that were made to our Sponsor, EIC’s officers and directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Through the date hereof, the aggregate amount of expenses reimbursed has been less than $0.1 million.

Prior to the consummation of our initial public offering, our Sponsor loaned us an aggregate of $0.2 million under an unsecured promissory note, which funds were used for a portion of the expenses of the EIC IPO. The loans were fully repaid upon the closing of the EIC IPO.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of EIC’s officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Working Capital Warrants. The terms of such loans by EIC’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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stock that are subject to forfeiture in the event their status as a director of EIC terminates for any reason prior to the date of consummation of the initial business combination. Charlie Martin, Michael Mohapp and Martin Newburger are employed by an affiliate of KSL Capital Partners but did not receive any compensation for their services as an officer or director, as applicable, of EIC. After our initial business combination, members of EIC’s management team who remain with EIC may be paid consulting, management or other fees from the combined company.

Sponsor Letter Agreement

The Sponsor also agreed, subject to the Investor Rights Agreement and subject to certain exceptions, not to transfer any Founder Shares (or any shares of EIC Class A common stock issuable upon conversion thereof) or any Private Placement Warrants (or any shares of EIC Class A common stock issuable upon exercise thereof) until the earlier of (a) 180 days after the completion of the Merger or (b) such future date following the completion of the Merger on which EIC completes a liquidation, merger, share exchange, reorganization or similar transaction that results in all of EIC’s stockholders having the right to exchange their shares of EIC Class A common stock for cash, securities or other property. Please see the section entitled “Certain Other Agreements Relating to the Transactions — Sponsor Letter Agreement.”

Investor Rights Agreement

EIC, the Sponsor, Robert Wiesenthal and certain other parties thereto, including certain other executive officers of EIC after the closing of the Transactions, have entered into the Investor Rights Agreement, pursuant to which, among other things, (a) the Sponsor will have the right to designate directors to the Board, (b) the Board will take actions to appoint the Chief Executive Officer of EIC to the Board and (c) entitling such stockholders to certain registration rights, including demand, piggy back and shelf registration rights, subject to cut back provisions. Certain parties to the Investor Rights Agreement, including the Sponsor, have agreed not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock they hold or receive for certain time periods specified therein. Please see the section entitled “Certain Other Agreements Relating to the Transactions — Investor Rights Agreement.”

PIPE Investment

The Sponsor has entered into a PIPE Subscription Agreement with EIC for an aggregate commitment of $20,050,000. The PIPE Investment is being issued to the Sponsor on the same terms and conditions as all other PIPE Investors. As part of the PIPE Investment, Steele ExpCo, the managing member of the Sponsor, has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million. Please see the section entitled “Certain Other Agreements Relating to the Transactions — PIPE Subscription Agreements.”

Blade’s Related Party Transactions

Ross Aviation

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City. Blade and Ross Aviation also agreed to work together to mutually develop plans for a vertiport in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California. We have not made, and do not expect to make, any payments to Ross Aviation prior to the closing of the Merger and the Transactions.

Amended and Restated Investor Rights Agreement

On January 30, 2018, Blade entered into an investor rights agreement which grants registration rights, right of first refusal and information rights, among other things, to certain holders of its capital stock, including (i) Robert S. Wiesenthal, Blade’s Chief Executive Officer, (ii) ColPE Blade Investor, LLC and Just Blade, LLC (the “Colony Investors”), holders of 20% of Blade Stock, (iii) Snickers Holdings LLC (“Snickers”), which is affiliated with director David Zaslav and (iv) Lerer Hippeau Ventures V, LP, Lerer Hippeau Ventures Select Fund, LP and Lerer Investments II LLC (the “Lerer Entities”), each of which is affiliated with director Kenneth Lerer. This agreement will terminate in connection with the closing of the Transactions.

Amended and Restated Right of First Refusal Co-Sale Agreement

On January 30, 2018, Blade entered into an amended and restated right of first refusal and co-sale agreement (the “ROFR Agreement”) whereby it has the right to purchase shares of Blade capital stock which certain stockholders propose to sell to other parties. Certain holders of Blade capital stock, including (i) Robert S. Wiesenthal, Blade’s Chief Executive Officer, (ii) the Colony Investors, holders of 20% of Blade Stock, (iii) Snickers, which is affiliated with director David Zaslav and (iv) the Lerer Entities, each of which is affiliated with director Kenneth Lerer, have rights of first refusal and co-sale under the ROFR Agreement. The ROFR Agreement will terminate in connection with the closing of the Transactions.

Amended and Restated Voting Agreement

On January 30, 2018, Blade entered into the Blade Voting Agreement, pursuant to which certain holders of its capital stock, including Robert S. Wiesenthal, Blade’s Chief Executive Officer, (ii) the Colony Investors, holders of 20% of Blade Stock, (iii) Snickers, which is affiliated with director David Zaslav and (iv) the Lerer Entities, each of which is affiliated with director Kenneth Lerer, have agreed to vote their shares of our capital stock on certain matters, and including with respect to the election of directors. This agreement will terminate in connection with the closing of the Transactions.

Non-Competition Agreement

On March 8, 2019, Blade entered into an non-competition agreement and contract for certain air charter services with Underhill Holdings, LLC (“Underhill”), an entity in which with Ms. Tomkiel, the President and General Counsel of Blade, held a 20% interest. The rates charged by Underhill for these air charter services are comparable to those that could be obtained in an arm’s-length transaction with an unrelated third party. In connection with these air charter services, Blade paid Underhill approximately $2.4 million and $5.2 million in fiscal years 2020 and 2019, respectively. On January 21, 2021, Ms. Tomkiel and Underhill entered into an agreement under which one half of Ms. Tomkiel’s interest was immediately transferred back to Underhill and under which pursuant to the satisfaction of certain conditions by Underhill, Ms. Tomkiel’s interest will be fully transferred to Underhill.

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SECURITIES ACT RESTRICTIONS ON RESALE OF EIC’S SECURITIES

In general, Rule 144 of the Securities Act, (“Rule 144”), permits the resale of restricted securities without registration under the Securities Act if certain conditions are met. Rule 144 is not available for the resale of restricted securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, including us. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met at the time of such resale:

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the issuer of the securities that was formerly a shell company has ceased to be a shell company;

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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

We anticipate that following the consummation of the Transactions, we will no longer be a shell company, and as long as the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of our restricted securities.

If the above conditions have been met and Rule 144 is available, a person who has beneficially owned restricted shares of common stock or warrants for at least one year would be entitled to sell their securities pursuant to Rule 144, provided that such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale. If such persons are our affiliates at the time of, or at any time during the three months preceding, a sale, such persons would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

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1% of the total number of shares of Class A common stock or warrants, as applicable, then outstanding; or

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the average weekly reported trading volume of the Class A common stock or warrants, as applicable, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates under Rule 144, when available, will also limited by manner of sale provisions and notice requirements.

As of the date of this proxy statement/prospectus/consent solicitation statement, EIC had 34,375,000 shares of common stock outstanding. Of these shares, 27,500,000 shares sold in the EIC IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the shares of EIC Class A common stock owned by the Sponsor are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. If the Transactions are approved, the shares of EIC Class A common stock we issue to the PIPE Investors pursuant to the PIPE Subscription Agreements will be restricted securities for purposes of Rule 144.

As of the date of this proxy statement, there are warrants exercisable for an aggregate of 14,166,666 shares of EIC Class A common stock outstanding, consisting of Public Warrants exercisable for an aggregate of 9,166,666 shares of EIC Class A common stock which were originally sold as part of the units issued in the EIC IPO and Private Placement Warrants exercisable for an aggregate of 5,000,000 shares of EIC Class A common stock that were sold by EIC to the Sponsor in a private sale prior to the EIC IPO. Each whole warrant is exercisable for one share of EIC Class A common stock, in accordance with the terms of the warrant agreement governing the warrants. The Public Warrants are freely tradable, except for any warrants purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the

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Private Placement Warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

We will be obligated to file no later than (a) 15 business days after the closing of the Transactions a registration statement under the Securities Act covering (i) the 9,166,666 shares of EIC Class A common stock that may be issued upon the exercise of the Public Warrants and (ii) the 5,000,000 shares of EIC Class A common stock that may be issued upon the exercise of the Private Placement Warrants and (b) 45 days after the closing of the Transactions a registrations statement under the Securities Act covering (i) the 12,500,000 shares of EIC Class A common stock issued in the PIPE Investment and (ii) the 6,875,000 shares of EIC Class A common stock issued upon the conversion of EIC Class B common stock into shares of EIC Class A common stock and, in each case, cause such registration statement to become effective and maintain the effectiveness of such registration statement pursuant to the terms of the agreement governing such securities or the registration rights relating thereto.

We expect Rule 144 to be available for the resale of the above noted restricted securities as long as the conditions set forth in the exceptions listed above are satisfied following the Transactions.

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APPRAISAL RIGHTS

EIC Stockholders

Neither EIC stockholders nor EIC unit or warrant holders have appraisal rights under the DGCL in connection with the Transactions.

Blade Stockholders

The Merger has been approved by the Blade board of directors. If it is approved by the holders of a majority of outstanding shares of Blade preferred stock and a majority-in-interest of the Blade founders in compliance with the Blade and Restated Voting Agreement (and assuming the Blade stockholders will own collectively not more than 50% of the voting power of the post-combination company), the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated Voting Agreement. Holders of at least a majority of outstanding shares of Blade preferred stock and a majority-in-interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

Under the DGCL, if a Blade stockholder does not wish to accept the Merger Consideration provided for in the Merger Agreement, does not consent to the adoption of the Merger Agreement and the Merger is consummated, such stockholder has the right to seek appraisal of his, her or its shares of Blade Stock and to receive payment in cash for the fair value of his, her or its shares of Blade Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value of such shares of Blade Stock. These rights are known as appraisal rights. The “fair value” of such shares of Blade Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the merger consideration that a stockholder of record is otherwise entitled to receive for the same number of shares of Blade Stock under the terms of the Merger Agreement. Blade stockholders who elect to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL to perfect their rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Blade stockholders who wish to exercise appraisal rights, or preserve the ability to do so, must NOT deliver a signed written consent adopting the Merger Agreement.

This section is intended only as a brief summary of the material provisions of the statutory procedures under the DGCL that a Blade stockholder must follow in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached as Annex I to this proxy statement/prospectus/consent solicitation statement. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. Unless otherwise noted, all references in this summary to “stockholders” or “you” are to the record holders of shares of Blade Stock immediately prior to the effective time of the Merger as to which appraisal rights are asserted. A person having a beneficial interest in shares of Blade Stock held of record in the name of another person must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Section 262 of the DGCL requires that where a merger agreement is adopted by a written consent of stockholders in lieu of a meeting of stockholders, stockholders entitled to appraisal rights must be given notice that appraisal rights are available. A copy of Section 262 of the DGCL must be included with such notice. The notice must be provided after the merger is approved and no later than 10 days after the effective date of the merger. Only those Blade stockholders who did not submit a written consent adopting the Merger Agreement and who have otherwise complied with Section 262 of the DGCL are entitled to receive such notice. The notice may be given by Blade. If given at or after the effective date of the Merger, the

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notice must also specify the effective date of the Merger; otherwise, a supplementary notice will provide this information. This proxy statement/prospectus/consent solicitation statement is not intended to constitute such a notice. Do not send in your demand before the date of such notice because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights.

Following Blade’s receipt of sufficient written consents to adopt the Merger Agreement, Blade will send all non-consenting Blade stockholders who satisfy the other statutory conditions the notice regarding the receipt of such written consents and the availability of appraisal rights. A Blade stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to such notice, but this description is being provided to all Blade stockholders now so you can determine whether you wish to preserve your ability to demand appraisal rights in the future in response to such notice.

In order to preserve your right to receive notice and to demand appraisal rights, you must not deliver a written consent adopting the Merger Agreement. As described below, you must also continue to hold your shares through the effective date of the Merger.

If you elect to demand appraisal of your shares of Blade Stock, you must, within 20 days after the date of mailing of the notice, make a written demand for the appraisal of your shares of Blade Stock to Blade, at the specific address that will be included in the notice of appraisal rights. Do not submit a demand before the date of the notice of appraisal rights because a demand that is made before the date of such notice may not be effective to perfect your appraisal rights.

A Blade stockholder wishing to exercise appraisal rights must hold of record the shares of Blade Stock on the date the written demand for appraisal is made. In addition, a holder must continue to hold of record the shares of Blade Stock through the effective date of the Merger. Appraisal rights will be lost if your shares of Blade Stock are transferred prior to the effective time of the Merger. If you are not the stockholder of record, you will need to follow special procedures as discussed further below.

If you and/or the record holder of your shares of Blade Stock fail to comply with all of the conditions required by Section 262 of the DGCL to perfect your appraisal rights, and the Merger is completed, your shares of Blade Stock (assuming that you hold them through the effective time of the Merger) will be converted into the right to receive the merger consideration in respect thereof, as provided for in the Merger Agreement, but without interest, and you will have no appraisal rights with respect to such shares.

As noted above, a holder of shares of Blade Stock wishing to exercise his, her or its appraisal rights must, within 20 days after the date of mailing of the notice of appraisal rights, make a written demand for the appraisal of his, her or its shares of Blade Stock. The demand must reasonably inform Blade of the identity of the stockholder of record and his, her or its intent to demand appraisal of the fair value of the shares held by such holder. Only a holder of record of shares of Blade Stock issued and outstanding immediately prior to the effective date of the Merger will be entitled to assert appraisal rights for the shares of Blade Stock registered in that holder’s name. The demand for appraisal should be executed by or on behalf of the holder of record of the shares of Blade Stock, fully and correctly, as the stockholder’s name appears on the Blade stock certificate(s), as applicable, should specify the stockholder’s name and mailing address and the number of shares registered in the stockholder’s name and must state that the person intends thereby to demand appraisal of the stockholder’s shares of Blade Stock in connection with the Merger. The demand cannot be made by the beneficial owner of shares of Blade Stock if such beneficial owner does not also hold of record such shares. A beneficial owner of shares of Blade Stock held in “street name” who desires appraisal should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of such shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depository, such as Cede & Co. Any beneficial holder desiring appraisal who holds shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The beneficial holder of such shares should instruct such firm, bank or institution that the demand for appraisal be made by the record holder of the shares, which may be the nominee of a central security depository if the shares have been so deposited. As required by Section 262 of the DGCL, a demand for appraisal must reasonably inform Blade of the identity of the holder(s) of record (which may be a nominee as described above) and of such holder’s intention to seek appraisal of such shares. If shares of Blade Stock are owned of record in a fiduciary capacity (such as by a trustee, guardian

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or custodian), execution of the demand for appraisal should be made in that capacity. If the shares of Blade Stock are held of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal on behalf of a holder of record; however, the agent must identify the record holder or holders and expressly disclose the fact that, in executing the demand, he, she or it is acting as agent for the record holder or holders. A record holder who holds shares of Blade Stock as a nominee for others may exercise appraisal rights with respect to such shares held for one or more beneficial owners, while not exercising such rights with respect to shares held for other beneficial owners. In that case, the written demand should state the number of shares of Blade Stock as to which appraisal is sought. Where no number of shares of Blade Stock is expressly mentioned, the demand for appraisal will be presumed to cover all shares of Blade Stock held in the name of the record holder. Stockholders who hold their shares of Blade Stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

At any time within 60 days after the effective date of the Merger, but not thereafter, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand for appraisal and accept the merger consideration for his, her or its shares of Blade Stock by delivering to Blade a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the Merger will require written approval of Blade. Unless the demand for appraisal is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within 60 days after the effective date of the Merger, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Blade stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If Blade does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the merger consideration for his, her or its shares of Blade common stock.

Within 120 days after the effective date of the Merger, either Blade (as the surviving corporation of the Merger) or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Blade Stock held by all stockholders entitled to appraisal. Upon the filing of such a petition by a stockholder, service of a copy of such petition shall be made upon Blade. EIC has no present intent to cause Blade to file such a petition and has no obligation to cause such a petition to be filed, and stockholders should not assume that Blade will file a petition. Accordingly, it is the obligation of the holders of Blade Stock to initiate all necessary action to perfect their appraisal rights in respect of such shares of Blade Stock within the time prescribed in Section 262 of the DGCL, as the failure of a stockholder to file such a petition within the period specified could nullify his, her or its previous written demand for appraisal. In addition, within 120 days after the effective date of the Merger, any stockholder who has properly complied with the requirements for the exercise of appraisal rights, upon written request, will be entitled to receive from Blade a statement setting forth the aggregate number of shares of Blade Stock for which a written consent adopting the Merger Agreement was not submitted and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by Blade or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Blade Stock may, in such person’s own name, file a petition for appraisal or request from Blade such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is served upon Blade, then Blade will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of Blade Stock and with whom agreements as to the value of their shares of Blade Stock have not been reached. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered

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to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights provided thereunder. The Delaware Court of Chancery may require stockholders who have demanded an appraisal of their shares of Blade common stock to submit their stock certificates to the Delaware Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares of Blade Stock, the Delaware Court of Chancery will appraise such shares of Blade Stock, determining their fair value as of the effective date of the Merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the Blade stock certificates, representing their shares of Blade Stock. Holders of Blade Stock considering seeking appraisal should be aware that the fair value of their shares of Blade Stock as determined under Section 262 of the DGCL could be more or less than or the same as the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Blade Stock and that investment banking opinions as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, Blade may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided above only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. The costs of the appraisal action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. The Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the shares entitled to be appraised.

No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value lower than, or the same as, the merger consideration. Moreover, none of EIC or Blade anticipates offering more than the merger consideration to any stockholder exercising appraisal rights, and EIC and Blade reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Blade common stock is less than the per share merger consideration.

FAILING TO FOLLOW PROPER STATUTORY PROCEDURES MAY RESULT IN LOSS OF YOUR APPRAISAL RIGHTS. In view of the complexity of Section 262 of the DGCL, holders of shares of Blade Stock who may wish to pursue appraisal rights should consult their legal and financial advisors.

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SUBMISSION OF STOCKHOLDER PROPOSALS

The Board is aware of no other matter that may be brought before the special meeting. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.

FUTURE STOCKHOLDER PROPOSALS

For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2021 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our bylaws. Such proposals must be received by EIC at its executive offices a reasonable time before EIC begins to print and mail its 2021 annual meeting proxy materials in order to be considered for inclusion in EIC’s proxy materials for the 2021 annual meeting.

In addition, our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. To be timely, a stockholder’s notice must be delivered to us at our principal executive offices not later than the close of business on the 90th nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered no earlier than the close of business on the 120th day before the meeting and not later than the later of (i) the close of business on the 90th day before the meeting or (ii) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by EIC. Nominations and proposals also must satisfy other requirements set forth in the bylaws. The chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

OTHER STOCKHOLDER COMMUNICATIONS

Stockholders and interested parties may communicate with the Board, any committee chairperson or the non-management directors as a group by writing to the Board or committee chairperson in care of Experience Investment Corp., 100 St. Paul St., Suite 800, Denver, CO 80206.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, EIC and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of each of EIC’s annual report to stockholders and EIC’s proxy statement. Upon written or oral request, EIC will deliver a separate copy of the annual report and/or proxy statement to any stockholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Stockholders receiving multiple copies of such documents may likewise request that EIC deliver single copies of such documents in the future. Stockholders receiving multiple copies of such documents may request that EIC deliver single copies of such documents in the future. Stockholders may notify EIC of their requests by calling or writing EIC at its principal executive offices at 100 St. Paul St., Suite 800, Denver, CO 80206 or (720) 284-6400.

EXPERTS

The financial statements of EIC as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from May 24, 2019 (inception) to December 31, 2019, included in this proxy statement/prospectus/consent solicitation statement, have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of EIC to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.The financial statements of Blade as of September 30, 2020 and 2019, and for each of the two years in the period ended September 30, 2020, included in this proxy statement/prospectus/consent solicitation statement, have been audited by Marcum LLP,

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independent registered public accounting firm, as set forth in their report appearing thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The legality of the shares of EIC Class A common stock offered pursuant to this proxy statement/prospectus/consent solicitation statement will be passed upon for EIC by Simpson Thacher & Bartlett LLP, Palo Alto, California.

WHERE YOU CAN FIND MORE INFORMATION

EIC files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access EIC’s SEC filings through the SEC web site at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus/consent solicitation statement or any annex hereto are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus/consent solicitation statement.

All information contained in this document relating to EIC has been supplied by EIC, and all such information relating to Blade has been supplied by Blade. Information provided by one another does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this document or if you have questions about the business combination, you should contact via phone or in writing:

If you are a stockholder of EIC and would like to request documents, please do so by April 28, 2021, in order to receive them before the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

This document constitutes a proxy statement of EIC for the special meeting, a prospectus of EIC and a consent solicitation statement of Blade. We have not authorized anyone to give any information or make any representation about the Transactions, Blade or EIC that is different from, or in addition to, that contained in this proxy statement/prospectus/consent solicitation statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus/consent solicitation statement speaks only as of the date of this proxy statement/prospectus/consent solicitation statement, unless the information specifically indicates that another date applies.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Experience Investment Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Experience Investment Corp. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2020 and for the period from May 24, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and the period from May 24, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2020 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2019.

Houston, TX
March 10, 2021

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EXPERIENCE INVESTMENT CORP.

CONSOLIDATED BALANCE SHEETS

	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

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

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EXPERIENCE INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Class A Common Stock					Class B Common Stock					Additional Paid-in Capital			Retained Earnings			Total Stockholders’ Equity
	Shares		Amount			Shares		Amount			Additional Paid-in Capital			Retained Earnings			Total Stockholders’ Equity
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

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

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EXPERIENCE INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	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

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

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NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Experience Investment Corp. (the “Company”) was incorporated in Delaware on May 24, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the travel and leisure industry.

The Company has one subsidiary, Experience Merger Sub, Inc., direct wholly-owned subsidiary of the Company incorporated in Delaware on December 8, 2020 (“Merger Sub”).

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of BLADE Urban Air Mobility, Inc., a Delaware corporation (“Blade”) (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4.

Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs.

Following the closing of the Initial Public Offering on September 17, 2019, an amount of $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

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

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

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

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

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

The Company has until September 17, 2021 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the

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requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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

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

Liquidity and Going Concern

As of December 31, 2020, the Company had $846,068 in its operating bank accounts, $276,943,339 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $915,185. As of December 31, 2020, $409,908 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties to complete a business combination. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These

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financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

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of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.

Marketable Securities Held in Trust Account

At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $334,927 of interest income from the Trust Account to pay franchise and income taxes.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and

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city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,166,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest.

	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)

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

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

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the initial stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 312,500 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation,

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merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On May 24, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The outstanding balance of $231,366 under the Promissory Note was repaid in full in October 2019.

Related Party Loans

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

NOTE 6. COMMITMENTS

Registration Rights

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

Underwriting Agreement

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

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

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Merger Agreement

On December 14, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub and Blade, relating to a proposed business combination transaction between the Company and Blade.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Blade with Blade continuing as the surviving entity (the “Merger”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger:

(d)

each outstanding share of Blade common stock (the “Blade Common Stock”) (as of immediately prior to the closing of the Merger (the “Closing”)) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of Class A common stock of the Company (the “Company Common Stock”), at the reference price of $10.00 (the “Reference Price”) per Company Common Stock, equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate exercise prices of all in the money Blade Options (as defined below) outstanding as of immediately prior to the effective time of the Merger divided by (B) the fully-diluted common stock of Blade (as calculated pursuant to the Merger Agreement and including the aggregate number of shares of Blade Common Stock issuable upon the conversion of Blade Preferred Stock (as defined below) and the aggregate number of Blade Common Stock issuable upon the exercise of the in the money Blade Options (as defined below)) divided by (ii) the Reference Price (the “Closing Per Share Stock Consideration”);

(e)

each outstanding share of Blade Series Seed preferred stock, Blade Series A preferred stock and Blade Series B preferred stock (collectively, the “Blade Preferred Stock,” and together with the Blade Common Stock, the “Blade Stock”)) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of Company Common Stock equal to the Closing Per Share Stock Consideration multiplied by the number of shares of Blade Common Stock issuable upon the conversion of such share of Blade Preferred Stock; and

(f)

each option to acquire Blade Common Stock (the “Blade Option”) that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be cancelled and automatically converted into an option to purchase a number of shares of Company Common Stock equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time multiplied by (2) the Closing Per Share Stock Consideration (rounded down to the nearest whole number of shares of Company Common Stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of Company Common Stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded up to the nearest whole cent).

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and, 2019, there were 1,363,380 and 1,319,073 shares of Class A common stock issued and outstanding, excluding 26,136,620 and 26,180,927 shares of Class A common stock subject to possible redemption, respectively.

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Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 6,875,000 shares of Class B common stock issued and outstanding.

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

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

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

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

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

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

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

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•

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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

•

in whole and not in part;

•

at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock;

•

upon a minimum of 30 days’ prior written notice of redemption;

•

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

•

if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and

•

if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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

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

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NOTE 8. INCOME TAX

The Company’s net deferred tax assets are as follows:

	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		$	—		$	—

The income tax provision consists of the following:

	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

As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the available information, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from May 24, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $122,876 and $0, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	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%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 and 2019 remain open and subject to examination.

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NOTE 9. FAIR VALUE MEASUREMENTS

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

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

Level 1:

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

Level 2:

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

Level 3:

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		December 31, 2020			December 31, 2019
Assets:
Marketable securities held in Trust Account		1		$	276,943,339		$	276,261,596

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Blade Urban Air Mobility, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Blade Urban Air Mobility, Inc. (the “Company”) as of September 30, 2020 and 2019, the related consolidated statements of operations,stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2020.

Melville, NY
January 18, 2021, except for Note 11 of which the date is January 27, 2021

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BLADE URBAN AIR MOBILITY, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

	As of September 30,
	2020			2019
Assets
Current assets
Cash and cash equivalents		$	12,162		$	22,177
Restricted cash			114			114
Prepaid expenses and other current assets			1,011			665
Accounts receivable			1,092			501
Total current assets			14,379			23,457
Non-current assets
Investment in joint venture			200			200
Other non-current assets			107			124
Intangible assets, net			533			723
Operating right-of-use asset			737			397
Property and equipment, net			1,759			1,718
Total assets		$	17,715		$	26,619
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses		$	776		$	2,186
Deferred revenue			3,973			3,328
Operating lease liability, current			430			195
Note payable			1,165			—
Total current liabilities			6,344			5,709
Non-current liabilities
Operating lease liability, long-term			291			175
Total liabilities			6,635			5,884
Commitments and Contingencies (Note 12)
Stockholders’ Equity
Preferred stock – Series Seed, $0.00001 par value, 2,817,000 shares authorized, issued and outstanding at September 30, 2020 and 2019			—			—
Preferred stock – Series A, $0.00001 par value, 6,734,526 shares authorized, 6,734,517 issued and outstanding at September 30, 2020 and 2019			—			—
Preferred stock – Series B, $0.00001 par value, 12,660,000 shares authorized at September 30, 2020 and 2019, 12,565,294 shares issued and outstanding at September 30, 2020 and 2019			—			—
Common stock, $0.00001 par value; 50,300,000 authorized; 12,592,851 and 12,502,885 shares issued and outstanding at September 30, 2020 and 2019, respectively.			—			—
Additional paid in capital			48,218			47,713
Accumulated deficit			(37,138)			(26,978)
Total stockholders’ equity			11,080			20,735
Total Liabilities and Stockholders’ Equity		$	17,715		$	26,619

The accompanying notes are an integral part of these consolidated financial statements

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BLADE URBAN AIR MOBILITY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019
(in thousands, except share and per share data)

	Preferred Stock — Series Seed					Preferred Stock — Series A					Preferred Stock — Series B					Common Stock					Additional Paid- In Capital			Accumulated Deficit			Treasury Stock			Total Stockholders’ Equity
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			Additional Paid- In Capital			Accumulated Deficit			Treasury Stock			Total Stockholders’ Equity
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

The accompanying notes are an integral part of these consolidated financial statements

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BLADE URBAN AIR MOBILITY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	For the Years Ended September 30,
	2020			2019
Cash Flows From Operating Activities:
Net loss		$	(10,160)		$	(10,838)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Depreciation and amortization			526			472
Stock-based compensation			490			317
Loss on sale of property and equipment			—			28
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(346)			(315)
Accounts receivable			(591)			(165)
Other non-current assets			17			(93)
Operating lease assets/liabilities			11			(27)
Accounts payable and accrued expenses			(1,410)			(402)
Deferred revenue			645			721
Net cash used in operating activities			(10,818)			(10,302)
Cash Flows From Investing Activities:
Purchase of customer list			—			(250)
Investment in joint venture			—			(200)
Purchase of property and equipment			(377)			(604)
Net cash used in investing activities			(377)			(1,054)
Cash Flows From Financing Activities:
Proceeds from the exercise of common stock options			15			116
Proceeds from note payable			1,165			—
Net cash provided by financing activities			1,180			116
Net decrease in cash and cash equivalents and restricted cash			(10,015)			(11,240)
Cash and cash equivalents and restricted cash – beginning			22,291			33,531
Cash and cash equivalents and restricted cash – ending		$	12,276		$	22,291
Cash and cash equivalents		$	12,162		$	22,177
Restricted cash			114			114
Total		$	12,276		$	22,291
Supplemental cash flow information
Cash paid for:
Interest		$	—		$	—
Income Taxes		$	—		$	—
Supplemental non-cash investing and financing activities
Right of use assets acquired under operating leases		$	788		$	512

The accompanying notes are an integral part of these consolidated financial statements

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 1 — Business, Liquidity and Capital Resources

Overview and Management’s Plans

Blade Urban Air Mobility, Inc. (“Blade”), a Delaware corporation, was formed on December 22, 2014. On May 21, 2020 and March 21, 2019, Blade formed Blade Urban Ground Mobility LLC, a New York limited liability company and Blade US LLC, a Delaware limited liability company, respectively, as its wholly owned subsidiaries. Blade and its wholly owned subsidiaries (the “Company”) have their headquarters in New York, New York.

The Company is committed to providing consumers with a cost effective and time efficient alternative to ground transportation for congested routes. Blade arranges charter and by-the-seat flights across helicopters, jets, turboprops, and amphibious seaplanes operating in various locations throughout the United States. Blade’s platform utilizes a technology-powered, asset-light business model. Blade provides transportation to its customers through a network of contracted aircraft operators. Blade does not own, lease or operate its own aircraft.

The Company’s asset-light business model was developed to be scalable and profitable using conventional helicopters today while enabling a seamless transition to Electric Vertical Aircraft (“EVA”), or as known within the aerospace community, Electric Vertical Take-Off and Landing aircraft (“eVTOL”), once they are certified for public use. The Company intends to leverage the lower operating costs of EVA versus helicopters to reduce the consumer’s price for its flights. Additionally, the Company expects the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new vertical landing infrastructure (“vertiports”) in its existing and new markets.

Liquidity and Capital Resources

As of September 30, 2020 and 2019, the Company’s cash on hand was $12,162 and $22,177, respectively. The Company has generated revenues of $23,434 and $31,196 for the years ended September 30, 2020 and 2019, respectively. On account of costs incurred in building its operations and developing its markets, the Company has incurred net losses of $10,160 and $10,838 for the years ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the Company had working capital of $8,035 and stockholders’ equity of $11,080. During the year ended September 30, 2020, cash flows used in operating activities were $10,818, consisting primarily of a net loss of $10,160 which included non-cash stock-based compensation charges of $490. Since inception, the Company has met its liquidity requirements principally through the sale of its convertible preferred stock in private placements.

The Company will need to raise additional capital in order to fully realize management’s plans. On December 14, 2020, Blade entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Experience Investment Corp. (“Experience”), a Delaware corporation and Experience Merger Sub, Inc., also a Delaware corporation and a wholly-owned subsidiary of Experience (“Merger Sub”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and Experience. The proposed Merger is expected to be consummated after the required approval by the stockholders of both Experience and Blade and the satisfaction or waiver of certain other conditions. At the reference price of $10.00 per share of the Experience Class A common stock, the total merger consideration of 35,625,000 shares of Experience Class A common stock would have a value of $356,250. Simultaneous with the closing of the merger, the parties are expected to close on a PIPE financing providing gross proceeds of $125,000. Upon the consummation of the merger and the PIPE financing, it is estimated that the post-merger company will have approximately $103,000 of cash (unaudited). Should Blade not be successful in consummation of the Merger Agreement, Blade would pursue raising capital through other means, including the sale of its common stock and preferred stock in private placements, although there can be no assurance that the Company will be able to do so on terms that would be acceptable to the Company.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets, the carrying value of intangible assets, revenue recognition, contingencies, the provision for income taxes and related deferred tax accounts and determining the fair value of stock options and other stock-based awards.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.

A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

•

Level 1 Quoted prices in active markets for identical assets or liabilities.

•

Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

•

Level 3 Significant unobservable inputs that cannot be corroborated by market data.

As of September 30, 2020 and 2019, the Company had the following financial instruments that were measured at fair value on a recurring basis.

	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 is provided in the table below.

	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		$	—

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less on their acquisition date as cash and cash equivalents. Restricted cash consists principally of Company funds on deposit with a financial institution, which supports a letter of credit by the financial institution in favor of the Company’s obligations to the United States Department of Transportation.

Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash amounts on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Deposit Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these deposits.

Major Customers

For the years ended September 30, 2020 and 2019, there was no single customer that generated 10% or more of the Company’s revenue.

Most of the Company’s customers remit payment in advance of the date of the flight. Accounts receivable consists principally of amounts due from the Company’s MediMobility organ transportation customers, which are large hospitals that receive terms for payment. Three of these large hospitals accounted for 36%, 29% and 10%, respectively, of trade receivables as of September 30, 2020 and one large hospital accounted for 75% of trade receivables as of September 30, 2019. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

Major Vendors

One vendor accounted for 12% of the Company’s purchases from vendors for the year ended September 30, 2020. Three vendors accounted for 15%, 15% and 11% of the Company’s purchases from vendors for the year ended September 30, 2019, respectively. One vendor accounted for 26% of the Company’s outstanding accounts payable as of September 30, 2020. Two vendors accounted for 30% and 11% of the Company’s outstanding accounts payable as of September 30, 2019, respectively.

Accounts Receivable

Accounts receivable consists principally of amounts due from the Company’s MediMobility organ transportation customers, which are large hospitals that receive terms for payment. Receivables are reviewed on a regular basis for collectability. Based upon these reviews and historical collection experience, the Company determined that no allowance for uncollectible accounts was required at September 30, 2020 and 2019.

Prepaid Expenses and Other Current Assets

Prepaid expenses includes prepaid insurance, the costs of which are amortized on a straight-line basis over the related coverage periods, and prepaid marketing supplies and prepayments to aircraft operators, which are expensed based upon usage or flight time. Included within prepaid expenses and other current assets are prepaid marketing supplies in the amounts of $512 and $380 as of September 30, 2020 and 2019, respectively.

Property, Equipment and Leasehold Improvements

The Company records additions to owned operating property, equipment and leasehold improvements at cost when acquired.

Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets’ estimated useful lives, less estimated residual value, if appropriate, as estimated when placed into service. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. The Company periodically reviews its owned property, equipment and leasehold improvements for recoverability.

Intangibles

The Company has finite-lived intangible assets. Finite-lived intangible assets are amortized over their estimated useful lives. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use.

Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. The Company periodically reviews its owned intangible assets for recoverability.

Joint Venture

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

the Company’s share of losses in a joint venture equals or exceeds its interests in the joint venture, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint venture.

When the Company’s investment in the joint venture does not qualify for accounting under the equity method because the Company does not have sufficient control or influence, then, except as provided for below, the investment in the joint venture would be accounted for at fair value.

Specifically, ASC 321-10-35-2 states, in part, that an entity may measure an equity security without a readily determinable fair value that does not qualify for the practical expedient to estimate fair value in accordance with paragraph 820-10-35-59 at its cost minus impairment, if any. As such, the Company has recorded its investment in the joint venture at cost less impairment, if any (See Note 4).

Long-Lived Asset Impairments

The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.

Net Loss per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options.

Excluded from the calculation of weighted average dilutive common shares were stock options to purchase 10,040,803 and 7,793,765 shares of common stock as of September 30, 2020 and 2019, respectively, and 22,116,811 shares of Convertible Preferred Stock as of September 30, 2020 and 2019, because their inclusion would have been anti-dilutive.

Revenue Recognition

Beginning on October 1, 2018, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

The Company does not have any significant contracts with customers requiring performance beyond delivery.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

For passenger revenue, seats or monthly or annual flight passes are typically purchased using the Blade App, and paid for via credit card transactions, wire, check, customer credit and gift cards, with payments principally collected by the Company in advance of the performance of related services. The Company initially records flight sales in its unearned revenue, deferring revenue recognition until the travel occurs. Unearned revenue from gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card. Unearned revenue from the Company's monthly commuter pass and annual airport pass is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services or changes or extensions to non-refundable seats sold are considered part of the Company’s passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided.

As of September 30, 2020 and 2019, the Company’s balance in its deferred revenue is $3,973 and $3,328, respectively. Deferred revenue consists of unearned revenue, customer credits and gift card obligations. Unearned revenue represents principally the flight revenues received in advance of the actual flight. Customer credits represents unearned revenue for flights reservations that typically were cancelled for good reason by the customer. The customer has one year to use the credit as payment for a future flight with the Company. Gift cards represent prepayment of flight costs. The Company recognizes revenue for expired customer credits upon expiration.

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

Blade operates in three key lines of business:

•

Short Distance — Consisting primarily of flights: (i) between 60 and 100 miles in distance, largely servicing commuters with prices between $595 and $795 per seat (or $295 for monthly commuter pass holders); and (ii) between all New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795) (Prices per seat presented at full dollar value and not rounded).

•

MediMobility, Jet — Consisting of jet transportation of human organs for transplant, non-medical jet charter and limited by-the-seat jet flights from New York to Miami and Aspen.

•

Other — Consists principally of revenues from brand partners for exposure to Blade fliers and certain ground transportation services.

Disaggregated revenue by product lines was as follows:

	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

Advertising

Advertising costs, which are included in other operating expenses, are expensed as incurred. Advertising expenses were $878 and $1,776 for the years ended September 30, 2020 and 2019, respectively.

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

Cost of Revenue

Cost of revenue consists principally of flight costs paid to operators of aircraft under contractual arrangements with Blade and landing fees.

Software Development Costs for Internal Use

Costs incurred for the development of the Company’s internal use software are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation — Stock Compensation” (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and consultant services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s stock options are estimated using the Black Scholes option-pricing model with the following assumptions: fair value of the Company’s common stock, expected volatility, dividend rate, risk free interest rate and the expected life. The Company utilized a third party to determine the fair value of the Company’s common stock. The Company calculates the expected volatility using the historical volatility for a pool of peer companies over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on its common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires.

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of September 30, 2020 and 2019, no liability for unrecognized tax benefits was required to be recorded. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended September 30, 2020 and 2019.

Recently Issued and Adopted Accounting Pronouncements

In May 2014 and April 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 and ASU No. 2016-10, Revenue from Contracts with Customers

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

(Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of Update 2014-09 to annual reporting periods beginning after December 15, 2018 for entities other than public business entities, and to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period for public business entities. The Company adopted this standard on October 1, 2018.

The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated financial statements. Accordingly, the new revenue standard was applied prospectively in its consolidated financial statements from October 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods.

The Company determined that its methods of recognizing revenues were not impacted by the new guidance.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The Company adopted this standard on October 1, 2018 utilizing the modified retrospective approach.

In adopting the new standard, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off of its balance sheet. As part of its adoption, the Company underwent a process of assessing the lease population and determining the impact of the adoption of this standard which resulted in the recognition of operating lease liabilities of and right-of-use assets. See Note 6 “Leases” Right-of-Use Asset, for further information.

In June 2016, the FASB issued ASU 2016-13 Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for public companies for annual periods beginning after December 31, 2019, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. This ASU clarifies the recognition, measurement, and

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

effect on earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260, Earnings Per Share. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This new guidance was effective for annual reporting periods beginning after December 15, 2018, including interim periods within those periods. The Company adopted this ASU effective October 1, 2019. The implementation of this ASU was applicable to certain anti-dilution features of the Company’s Convertible Preferred Stock.

In December 2019, FASB issued ASU 2019-12 Simplification of Income Taxes (Topic 740) Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s financial statements and disclosures.

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40).” The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options,” that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, “Earnings per Share,” to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of ASU 2020-06 to have a significant impact on its consolidated financial statements.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 18, 2021, the date that the financial statements were available to be issued. Other than as described in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 3 — Property and Equipment

The following table presents information about the Company’s property and equipment:

	Useful Life (in years)	As of September 30,
	Useful Life (in years)	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

For the years ended September 30, 2020 and 2019, the Company recorded depreciation and amortization expense for property and equipment of $336 and $289, respectively.

Note 4 — Investment in Joint Venture

On March 24, 2019, and as amended on February 25, 2020, the Company entered into a joint venture agreement and a license agreement (the “First Amended Joint Venture and License Agreements”) with Hunch Ventures and Investments Private Limited, a private limited company incorporated under the laws of India (“Hunch”) and FlyBlade India Private Limited, a company incorporated and validly existing under the provisions of the Companies Act, 2013 (“FlyBlade India”), whereby the Company and Hunch initially invested $200 for 10% interest and $1,800 for 90% interest, respectively, for undertaking the business of FlyBlade India. Subsequently, upon the issuance of additional shares to Hunch in exchange for additional investment by Hunch, the Company’s interest fell below 10%. Pursuant to the First Amended Joint Venture and License Agreements, the Company and Hunch agreed to establish FlyBlade India as a joint venture and support it in carrying on the business operations. The Company agreed to provide the licensed IP support related to the software developed for short distance aviation services along with its trademarks in exchange for quarterly royalty payments of four percent (4%) of Gross Revenue for the period where Gross Revenue was up to $10,000 in a calendar year, quarterly royalty payments of three percent (3%) on Gross Revenue in excess of $10,000 and up to $40,000 in a calendar year, and quarterly royalty payments of one and half percent (1.5%) on Gross Revenue exceeding $40,000 (collectively, the “Royalties”) in a calendar year. In addition to the Royalties, the Company could receive three percent (3%) of the FlyBlade India’s profits before tax in each year that FlyBlade India attained a minimum of $3,500 in annual profits before income tax. Hunch agreed to provide support in carrying out the day to day operations, including the implementation of the business plan and hiring of personnel, ensuring compliance with local requirements and assisting with legal arrangements as needed by the business. Through September 30, 2020, the Company has earned no Royalties under this arrangement.

In accordance with the First Amended Joint Venture and License Agreements, FlyBlade India was permitted to have a total of five directors, three of which were permitted to be appointed by Hunch and provided that Blade held at least a 10% interest, a single director was permitted to be appointed by the Company. Based upon Blade having less than ten percent (10%) interest on September 30, 2020, Blade held no board seat and lacked the power to appoint members of the FlyBlade India executive management team. As such, the Company is viewed as having minimal influence and control over FlyBlade India. As of September 30, 2020, the Company’s investment in the joint venture is recorded at cost.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 4 — Investment in Joint Venture (continued)

is not appropriate. The investment should be recorded at fair value. However, the Company elected the practicability exception to fair value measurement because the equity security does not have a readily determinable fair value. Accordingly, the Company has recorded the investment at cost less impairment if any. Based upon a qualitative assessment, the Company has determined that the investment should not be impaired. Qualitative considerations included an evaluation of the COVID-19 pandemic delays to the start-up of flight operations in India. Both Hunch and Blade Urban Air remain committed to the start of operations and discussions are underway with third parties to raise the next round of equity capital for the joint venture. As such, no impairment was warranted as of September 30, 2020.

As of September 30, 2020 and 2019, other non-current assets included amounts due from Blade India of $73 and $83, respectively.

Note 5 — Intangible Assets

Purchase of Customer List — SAFE

On May 7, 2018, the Company entered into an asset purchase agreement with (Sound Aircraft Flight Enterprises, Inc.) (“SAFE”), (“SAFE APA”). SAFE is a travel flight handler and under the SAFE APA, SAFE would sell seats on flights arranged by Blade only. Pursuant to the SAFE APA, Blade purchased SAFE’s complete customer list, including names, contact information and customer flight histories. As consideration for the sale, assignment, transfer, conveyance, and delivery of the Assets to the Company, the Company agreed to pay SAFE $175 in cash consideration, which was paid in full on the closing date. As additional consideration the Company agreed to pay SAFE 10% of revenues (excluding taxes collected) received by the Company for flights originated from the purchased customer list during the period May 7, 2018 through May 10, 2020.

The Company recorded the acquisition of the customer list from SAFE as follows:

Cash consideration	$	175
Estimate of future commission liability of $543, net of discount of $26		517
Total value of customer list acquired	$	692

The Company estimated the future commissions based upon a projection of revenues, at a commission rate of 10%, discounted at a rate of 5.0%. The 5.0% discount rate was based on the Company’s estimated incremental borrowing rate for similar unsecured borrowings. The Company re-valued the commission liability at the end of each reporting period to determine its new discounted fair value and amortized the liability using the effective interest method.

During the years ended September 30, 2020 and 2019, the Company paid $74 and $469 in commissions, respectively. During the years ended September 30, 2020 and 2019, the Company recorded accretion of $1 and $15, respectively, which was charged to interest expense on the Company’s consolidated statements of operations. As of September 30, 2020 and 2019, the fair value of the estimate of future commission liability was $0 and $73, respectively.

Purchase of Customer List — Underhill

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 5 — Intangible Assets (continued)

customer list using the straight-line method over its estimated useful life of five years. Blade has other pre-existing arrangements with Underhill, including capacity agreements for the utilization of certain amphibious seaplane and helicopter operator activities (See Note 11).

Intangible Assets Recorded

The following table presents information about the Company’s intangible assets as of September 30:

Finite-lived intangible assets	Estimated useful life	2020									2019
Finite-lived intangible assets	Estimated useful life	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

For the years ended September 30, 2020 and 2019 amortization of its finite-lived intangible assets were $190 and $183, respectively.

Note 6 — Right-of-Use Asset

The Company has entered into operating leases consisting principally of its airport terminals. On October 1, 2018 (“Effective Date”), the Company adopted ASC Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on October 1, 2018.

The Company adopted ASC 842 on October 1, 2018. At the date of implementation, there were no leases in place which qualified for accounting under ASC 842. During the year ended September 30, 2019, the Company entered into new leases which qualified for recognition of ROU assets and related operating lease liabilities.

For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to October 1, 2018, which were accounted for under ASC 840, Leases, were not reassessed for classification.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The Company’s incremental borrowing rate used for all leases under ASC 842 was 5.00%, the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for the Company’s leases include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. ROU assets, once recorded, are reviewed for impairment.

Lease expense for operating leases consist of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term.

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 6 — Right-of-Use Asset (continued)

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

		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

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

	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

Other information related to leases is presented below:

	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

As of September 30, 2020, the expected annual minimum lease payments of the Company’s operating lease liabilities and other short-term leases were as follows:

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

Note 7 — Note Payable

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 7 — Note Payable (continued)

The PPP Loan bears interest at a fixed interest rate of zero point ninety-eight (0.98 %) percent per year and matures in two (2) years after the issuance date. Payment of interest is deferred for the first six (6) months. Beginning on the seventh month following the date of the PPP Loan (November 2020), the Company is required to make 18 payments of equal monthly installments of principal and interest with the final payment due in April 2022. The PPP Loan provides for customary events of default including, among other things, cross-defaults on any other loan with JP Morgan Chase Bank. The PPP Loan may be accelerated upon the occurrence of an event of default. The PPP Loan may be prepaid by the Company at any time with no prepayment penalties applied.

The proceeds of the PPP Loan may be used for payroll costs, costs related to certain group health care benefits, rent payments, utility payments, mortgage interest payments, interest payments on other debt obligation that were incurred before February 15, 2021.

The PPP Loan is guaranteed by the United States Small Business Administration (“SBA”). Under the terms of the CARES Act, the PPP Loan recipients can apply for and be granted forgiveness for all or a portion of a loan granted under the PPP with such forgiveness to be determined subject to limitations based on the use of loan proceeds for payment of payroll costs and any payments of mortgage, interest, rent and utilities. The terms of any forgiveness may be subject to further requirements in any regulations and guidelines the SBA may adopt. The Company’s current plans are to not seek loan forgiveness and to repay the loan.

As of September 30, 2020 the balance of $1,165 was reflected as notes payable on the consolidated balance sheet.

Note 8 — Stockholders’ Equity

Authorized Stock

Total shares authorized to be issued are 72,511,526, consisting of 50,300,000 shares of common stock, $0.00001 par value per share and 22,211,526 shares of preferred stock, $0.00001 par value per share. The designated preferred shares consist of 2,817,000 shares for Series Seed Convertible Preferred Stock (“Series Seed Preferred”), 6,734,526 shares for the Series A Convertible Preferred Stock (“Series A Convertible Preferred”), and 12,660,000 shares for the Series B Convertible Preferred Stock (“Series B Convertible Preferred”) and all series of convertible preferred stock (“Convertible Preferred Stock”).

Series Seed Convertible Preferred Stock

On December 23, 2014, Blade issued 2,817,000 shares of Series Seed Convertible Preferred stock, $0.00001 par value per share for $1.00 per share, for aggregate net proceeds of $2,817, pursuant to a stock purchase agreement dated December 23, 2014.

Series A Convertible Preferred Stock

During the period from May 3, 2016 through December 2, 2016, Blade issued 3,675,785 shares of Series A Convertible Preferred, $0.00001 par value per share, for $1.6323 per share, for aggregate net proceeds of $6,000, pursuant to a stock purchase agreement dated May 3, 2016. During May 2016, Blade issued 3,058,732 shares of Series A Convertible Preferred upon the conversion of convertible debt.

Series B Convertible Preferred Stock

During the period from January 30, 2018 through March 14, 2018, Blade issued 12,565,294 shares of Series B Convertible Preferred Stock for $2.9199 per share, $0.00001 par value per share, for aggregate net proceeds of $36,689, respectively, pursuant to a stock purchase agreement dated January 18, 2018.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 8 — Stockholders’ Equity (continued)

Attributes of Convertible Preferred Stock

The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The liquidation preferences are equal $1.00 per share for the Series Seed Convertible Preferred, $1.6323 per share for the Series A Convertible Preferred and $2.9199 per share for the Series B Convertible Preferred, in each case subject to adjustments as further described below. Upon a liquidity event, holders of the Convertible Preferred Stock are entitled to receive the greater of the liquidation preference for such series, or shares of common stock as if the shares were converted into common pursuant to the conversion formula for such series.

The Holders of the Convertible Preferred stock shall be entitled to receive dividends, when, as and if declared by the board of directors, at an annual rate of $0.08 per share for the Series Seed Convertible Preferred; an annual rate of $0.13 per share for the Series A Convertible Preferred and an annual rate of $0.2336 per share for the Series B Convertible Preferred, payable in preference to any dividend or distribution on the common shares in any calendar year. The right to the dividends on the preferred shares shall not be cumulative and there are no rights to dividends unless declared. Payment of any dividends to the holders of preferred stock shall be on a pro rata, pari passu basis in proportion to the dividend rates for each series of preferred stock.

The Convertible Preferred Stock is convertible at the option of the holders at any time into common shares at a price of $1.00 per share for the Series Seed Convertible Preferred; a price of $1.6323 per share for the Series A Convertible Preferred and a price per share of $2.9199 per share for the Series B Convertible Preferred. Each share of Convertible Preferred Stock shall automatically be converted into shares of common stock at the then effective conversion rate for such shares (i) immediately prior to the closing of a firm commitment underwritten initial public offering of its common stock at a price per share at least equal to $8.7597 per share (as may be adjusted for recapitalization) resulting in at least $50,000 in gross proceeds, or (ii) upon a written request for such conversion for the holders of a majority of the shares of preferred stock then outstanding on an as-converted basis. The conversion rate is subject to typical anti-dilution and other adjustments, including stock split and reverse stock split transactions and regular dividends declared on common shares. The conversion price is also subject to adjustment for (i) issuances of common stock at a price lower than the conversion price currently in effect for such series and (ii) only with respect to issuances after January 30, 2018 of options to purchase common stock and securities issued with conversion features, and such exercise price or conversion price, respectively, is less than the conversion price currently in effect for such series, then the conversion price for such series shall be adjusted downward on a weighted average basis. Through September 30, 2020, there have been no issuances or events which would cause the conversion price of the convertible stock to be adjusted. The initial issuance did not include a beneficial conversion feature as the conversion price used to set the conversion ratio at the time of issuance was equal to the Company’s common stock price. As of September 30, 2020 and 2019, the Convertible Preferred Stock is convertible into 22,116,811 shares of the Company’s common stock.

Holders of the Convertible Preferred Stock are entitled to vote with the holders of common shares on an as-converted basis. Holders of Convertible Preferred Stock are entitled to a separate class vote with respect to certain designee(s) for election to the Company’s Board of Directors, amendments to the Company’s organizational documents that have an adverse effect on the preferred shareholders and issuances by the Company of securities that are senior to, or equal in priority with, the preferred shares.

Holders of the Convertible Preferred Stock have certain registration rights with respect to the preferred shares and the shares of common shares into which they are converted, upon a qualifying IPO and upon request by investors, pursuant to the terms of a registration rights agreement.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 8 — Stockholders’ Equity (continued)

Holders of certain of the Company’s shares of common and preferred stock have entered into agreements pursuant to which they must notify and provide the Company with the right to purchase shares that they intended to otherwise sell to third parties. The Company may, but is not obligated to, purchase those shares from such shareholders.

The Company’s Convertible Preferred Stock is classified within shareholders’ equity within the consolidated balance sheet.

Note 9 — Stock-Based Compensation

Equity Incentive Plan

On April 7, 2015, the Board of Directors of the Company (“Board”) and its shareholders approved the Fly Blade, Inc. 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) to enable the Company and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth.

The 2015 Equity Incentive Plan provides for the grant of a total of 15,534,409 shares for the issuance of stock options, stock appreciation rights, restricted stock and restricted stock units to among others, members of the board of directors, employees, consultants and advisors to the Company and its affiliates.

Option Awards

On November 16, 2018 the Board of Directors granted options for the purchase of 4,155,287 shares of the Company’s common stock to employees of the Company. Each of these options, which were granted under the Company’s 2015 Equity Incentive Plan, had an original exercise price of $0.44 per share and a term of 10 years. Each of these options vest 25% on the one year anniversary of the vesting start date and then in thirty-six equal monthly installments over the following three years. The options had a grant date fair value of $1,063.

On July 11, 2019, the Board of Directors granted options for the purchase of 25,000 shares of the Company’s common stock to employees of the Company. Each of these options, which were granted under the Company’s 2015 Equity Incentive Plan, had an original exercise price of $0.48 per share and a term of 10 years. Each of these options vest in twenty-four equal monthly installments measured from the vesting start date. The options had a grant date fair value of $7.

On July 11, 2019, the Board of Directors granted options for the purchase of 891,500 shares of the Company’s common stock to employees of the Company. Each of these options, which were granted under the Company’s 2015 Equity Incentive Plan, had an original exercise price of $0.48 per share and a term of 10 years. Each of these options vest 25% on the one year anniversary of the vesting start date and then in thirty-six equal monthly installments over the following three years. The options had a grant date fair value of $243.

On July 11, 2019, the Board of Directors granted an option for the purchase of 4,550 shares of the Company’s common stock to an employee of the Company. The option, which was granted under the Company’s 2015 Equity Incentive Plan, had an original exercise price of $0.48 per share and a term of 10 years. The option had a grant date fair value of $1 and vested immediately upon date of grant.

On July 28, 2020, the Board of Directors granted options for the purchase of 2,156,782 shares of the Company’s common stock to employees of the Company. Each of these options, which were granted under the Company’s 2015 Equity Incentive Plan, had an exercise price of $0.13 per share and a term of 10 years.

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 9 — Stock-Based Compensation (continued)

Each of these options vest 25% on the one year anniversary of the vesting start date and then in thirty-six equal monthly installments over the following three years. The options had a grant date fair value of $153.

On July 28, 2020, the Board of Directors granted options for the purchase of 13,750 shares of the Company’s common stock to employees of the Company. Each of these options, which were granted under the Company’s 2015 Equity Incentive Plan, had an exercise price of $0.13 per share and a term of 10 years. Each of these options vest in twenty-four equal monthly installments measured from the vesting start date. The options had a grant date fair value of $1.

On July 28, 2020, the Board of Directors granted an option for the purchase of 30,000 shares of the Company’s common stock to an employee of the Company. The option, which was granted under the Company’s 2015 Equity Incentive Plan, had an exercise price of $0.13 per share and a term of 10 years. The option had a grant date fair value of $2 and had already vested.

Award Modification

In July of 2020, the Company’s board of directors approved modifications to certain outstanding stock options to purchase 11,080,193 shares of common stock issued from 2015 through June 2020 under the 2015 Equity Incentive Plan resulting in additional stock-based compensation expense of $321 that shall be amortized over the remaining expected amortization period of each modified award in the consolidated statements of operations. For awards that are fully amortized, the Company expensed the related modification cost on the date of the modification. The modification was to adjust the exercise price of such outstanding options, previously ranging from $0.22 to $0.48 per share, down to $0.13, as an additional incentive to these certain employees of the Company to encourage retention, and to counteract the economic hardship on employees which resulted from the impact that the COVID-19 had on the Company and in particular on the fair value of the Company’s common stock.

Option Award Valuation Assumptions

The Company determined the fair value of stock options granted (including the accounting for the modification of option awards) based upon the assumptions as provided below.

	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

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 9 — Stock-Based Compensation (continued)

Stock Option Awards

Following is a summary of stock option activities for the years ended September 30, 2020 and 2019:

	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

The fair value of stock options is amortized on a straight line basis over the requisite service periods of the respective awards. As of September 30, 2020, the unamortized value of stock options was $803. As of September 30, 2020, the weighted average remaining amortization period was 1.3 years.

Stock-Based Compensation Expense

Stock-based compensation expense in the consolidated statements of operations is summarized as follows:

	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

Fair Value of Common Stock

In order to determine the fair value of its common stock, the Company utilized a third party valuation consultant to prepare an analysis, the principal assumptions of which are outlined below. The Company’s common stock does not trade. The results of this analysis were utilized as inputs to determine the fair value of stock options. A valuation was performed utilizing a recent securities transaction backsolve and a guideline company approach.

For all approaches other than the market approach utilizing secondary transactions in the Company’s capital stock, the equity value was allocated among the various classes of its equity securities to derive a per share value of its common stock. The Company has historically performed this allocation using the option pricing method, or OPM, which treats the securities comprising its capital structure as call options with

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 9 — Stock-Based Compensation (continued)

exercise prices based on the liquidation preferences of its various series of redeemable convertible preferred stock and the exercise prices of its options and warrants.

After the equity value is determined and allocated to the various classes of shares, a discount for lack of marketability, or DLOM, is applied to arrive at the fair value of the common stock. A DLOM is meant to account for the lack of marketability of a stock that is not traded on public exchanges. For financial reporting purposes, the Company considered the amount of time between the valuation date and the grant date of its stock options to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

Note 10 — Income Taxes

The Company follows the provisions of the accounting guidance on accounting for income taxes which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized.

The provision (benefit) for income taxes is comprised of the following components:

	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		$	—		$	—

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 10 — Income Taxes (continued)

	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%

The Company’s deferred tax assets and (liabilities) consist of the following:

	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 September 30, 2020, the Company has a valuation allowance of approximately $10,000 against the net deferred tax assets, for which realization cannot be considered more likely than not at this time. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. As of September 30, 2020 and 2019, based upon the consideration of such evidence, management believes a full valuation allowance against net deferred tax assets was warranted as of September 30, 2020 and 2019.

As of September 30, 2020, the Company has approximately $34,200 of federal, $32,500 of state and $12,800 of city net operating loss carryforwards, respectively. The federal, state and city net operating losses begin to expire in the year 2037.

Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code, or Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 10 — Income Taxes (continued)

groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has not performed a Section 382 analysis to evaluate any potential net operating loss limitations.

Note 11 — Related Party Transactions

As of September 30, 2020, prepaid expenses and other current assets included $78 due from Blade UAM Foundation, Inc., in connection with a foundation event. This amount was paid in full to the Company on December 8, 2020. The Company contracts for certain air charter services with Underhill Holdings, LLC (“Underhill”), a related party. The Company paid Underhill approximately $2,400 and $5,400 for each of the years ended September 30, 2020 and 2019, respectively, for air charter services. The rates charged by Underhill for these air charter services are comparable to those that could be obtained in an arm’s-length transaction with an unrelated third party. Through January 20, 2021, Melissa Tomkiel, the Company’s President and General Counsel, had a 20% interest in Underhill. On January 21, 2021, Ms. Tomkiel and Underhill entered into an agreement under which one half of Ms. Tomkiel’s interest was immediately transferred back to Underhill and under which pursuant to the satisfaction of certain conditions by Underhill, Ms. Tomkiel’s interest will be fully transferred to Underhill.

Note 12 — Commitments and Contingencies

Capacity Purchase Agreements

Blade has contractual relationships with various aircraft operators to provide aircraft service. Under these Capacity Purchase Agreements (“CPAs”), the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on specific rates multiplied by specific operating statistics (e.g., flight hours). Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company.

As of September 30, 2020, the Company was obligated under agreements with operators to purchase flights with an aggregate value of approximately $2,400 and $1,300 for the years ended September 30, 2021 and 2022, respectively.

Legal and Environmental

The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of September 30, 2020, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of the litigation and claims will not materially affect the Company’s consolidated financial position or results of operations. The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company’s assessments of the likelihood of their eventual disposition.

Note 13 — COVID-19

COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant, government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders and business closures. Consequently, the Company has experienced a decline in the demand for its passenger services due to travel restrictions significantly reducing the number of commercial airline passengers and office closures that required many people to work from home. As a result of this decline, the Company paused its airport service

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 13 — COVID-19 (continued)

beginning in March 2020 and significantly reduced the number of its Northeast commuter flights. In addition, the Company did not renew certain agreements with its operators for some charter services that were in effect prior to COVID-19. Despite the decline in its core business, the Company saw an increase in demand for its MediMobility (organ transport), jet charter, shared charter and by-the-seat jet services during the pandemic. The Company believes that its flights on jet aircraft, operating from private terminals with no more than 16 passengers, appealed to its fliers.

Additionally, the Company implemented measures to focus on the personal safety of its passengers. These measures include, but are not limited to, the following: (i) enhanced aircraft cleaning procedures, including electrostatic decontamination of aircraft between flights; (ii) checking temperature and blood oxygen saturation levels upon check in for all passengers at BLADE terminals; (iii) requiring proof of a negative COVID-19 test result administered within 48 hours prior to departure for all shared jet flights; and (iv) requiring onsite COVID-19 testing or proof of a negative COVID-19 test result administered within 48 hours prior to departure for all scheduled jet flights.

The Company also launched BLADE Essential Ground Connect, its ground transportation service, during the pandemic. The Company believes it differentiates itself from other ground transportation providers by enforcing enhanced health and safety protocols among the fleet of vehicles it uses for this service, including equipping all vehicles with partitions between the passengers and driver, conducting temperature and blood oxygen level checks on the drivers, and deep cleaning the vehicles before and after each trip.

With the reduction in revenue, the Company has implemented cost savings initiatives, such as delaying non-essential projects and reducing or suspending other discretionary spending.

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BLADE URBAN AIR MOBILITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

	As of
	December 31, 2020			September 30, 2020
Assets			(unaudited)
Current assets
Cash and cash equivalents		$	10,216		$	12,162
Restricted cash			121			114
Prepaid expenses and other current assets			1,386			1,011
Accounts receivable			1,545			1,092
Total current assets			13,268			14,379
Non-current assets
Investment in joint venture			200			200
Other non-current assets			110			107
Intangible assets, net			989			533
Operating right-of-use asset			662			737
Deferred recapitalization costs			1,403			—
Property and equipment, net			1,700			1,759
Total assets		$	18,332		$	17,715
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses		$	2,139		$	776
Deferred revenue			4,418			3,973
Operating lease liability, current			403			430
Note payable			1,165			1,165
Total current liabilities			8,125			6,344
Non-current liabilities
Operating lease liability, long-term			211			291
Total liabilities			8,336			6,635
Commitments and Contingencies (Note 9)
Stockholders’ Equity
Preferred stock – Series Seed, $0.00001 par value, 2,817,000 shares authorized, issued and outstanding at December 31, 2020 and September 30, 2020			—			—
Preferred stock – Series A, $0.00001 par value, 6,734,526 shares authorized, 6,734,517 issued and outstanding at December 31, 2020 and September 30, 2020			—			—
Preferred stock – Series B, $0.00001 par value, 12,660,000 shares authorized at December 31, 2020 and September 30, 2020, 12,565,294 shares issued and outstanding at December 31, 2020 and September 30, 2020			—			—
Common stock, $0.00001 par value; 50,300,000 authorized; 13,693,274 and 12,592,851 shares issued and outstanding at December 31, 2020 and September 30, 2020, respectively.			—			—
Additional paid in capital			49,495			48,218
Accumulated deficit			(39,499)			(37,138)
Total stockholders’ equity			9,996			11,080
Total Liabilities and Stockholders’ Equity		$	18,332		$	17,715

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

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BLADE URBAN AIR MOBILITY, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019

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

	Preferred Stock — Series Seed					Preferred Stock — Series A					Preferred Stock — Series B					Common Stock					Additional Paid- In Capital			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			Additional Paid- In Capital			Accumulated Deficit			Total Stockholders’ Equity
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

The accompanying notes are an integral part of these consolidated financial statements

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BLADE URBAN AIR MOBILITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)
(in thousands)

	For the Three Months Ended December 31,
	2020			2019
Cash Flows From Operating Activities:
Net loss		$	(2,361)		$	(4,713)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Depreciation and amortization			139			134
Stock-based compensation			1,275			91
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(375)			(237)
Accounts receivable			(453)			(8)
Other non-current assets			(3)			32
Operating lease assets/liabilities			(32)			(26)
Accounts payable and accrued expenses			1,363			(676)
Deferred revenue			445			833
Net cash used in operating activities			(2)			(4,570)
Cash Flows From Investing Activities:
Purchase of domain name			(503)			—
Purchase of property and equipment			(33)			(358)
Net cash used in investing activities			(536)			(358)
Cash Flows From Financing Activities:
Proceeds from the exercise of common stock options			2			5
Deferred recapitalization costs related to the merger			(1,403)			—
Net cash provided by financing activities			(1,401)			5
Net decrease in cash and cash equivalents and restricted cash			(1,939)			(4,923)
Cash and cash equivalents and restricted cash – beginning			12,276			22,291
Cash and cash equivalents and restricted cash – ending		$	10,337		$	17,368
Cash and cash equivalents		$	10,216		$	17,245
Restricted cash			121			123
Total		$	10,337		$	17,368
Supplemental cash flow information
Cash paid for:
Interest		$	—		$	—
Income Taxes		$	—		$	—
Supplemental non-cash investing and financing activities
Right of use assets acquired under operating leases		$	—		$	767

The accompanying notes are an integral part of these consolidated financial statements

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 1 — Business, Liquidity and Capital Resources

Overview and Management’s Plans

Liquidity and Capital Resources

As of December 31, 2020 and September 30, 2020, the Company’s cash on hand was $10,216 and $12,162, respectively. The Company has generated revenues of $7,986 and $5,223 for the three months ended December 31, 2020 and 2019, respectively. On account of costs incurred in building its operations and developing its markets, the Company has incurred net losses of $2,361 and $4,713 for the three months ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had working capital of $5,143 and stockholders’ equity of $9,996. During the three months ended December 31, 2020, cash flows used in operating activities were $2, consisting primarily of a net loss of $2,361 which included non-cash stock-based compensation charges of $1,275. Since inception, the Company has met its liquidity requirements principally through the sale of its convertible preferred stock in private placements.

The Company will need to raise additional capital in order to fully realize management’s plans. On December 14, 2020, Blade entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Experience Investment Corp. (“Experience”), a Delaware corporation and Experience Merger Sub, Inc., also a Delaware corporation and a wholly-owned subsidiary of Experience (“Merger Sub”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and Experience. The proposed Merger is expected to be consummated after the required approval by the stockholders of both Experience and Blade and the satisfaction or waiver of certain other conditions. At the reference price of $10.00 per share of the Experience Class A common stock, the total merger consideration of 35,625,000 shares of Experience Class A common stock would have a value of $356,250. Simultaneous with the closing of the merger, the parties are expected to close on a PIPE financing providing gross proceeds of $125,000. Upon the consummation of the merger and the PIPE financing, it is estimated that the post-merger company will have approximately $381,000 of cash. Assuming maximum redemptions, it is estimated that the post-merger company will have approximately $104,000 of cash. Should Blade not be successful in consummation of the Merger Agreement, Blade would pursue raising capital through other means, including the sale of its common stock and preferred stock in private placements, although there can be no assurance that the Company will be able to do so on terms that would be acceptable to the Company.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements. Interim disclosures generally do not repeat those in the annual financial statements. Management’s opinion is that all adjustments for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments have been appropriately disclosed.

Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting.

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents and Restricted Cash

Concentrations

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

Major Customers

For the three months ended December 31, 2020 and 2019, there was no single customer that generated 10% or more of the Company’s revenue.

Most of the Company’s customers remit payment in advance of the date of the flight. Accounts receivable consists principally of amounts due from the Company’s MediMobility organ transportation customers, which are large hospitals that receive terms for payment. Two of these large hospitals accounted for 29% and 13%, respectively, of trade receivables as of December 31, 2020 and three large hospitals accounted for 36%, 29% and 10%, respectively, of trade receivables as of September 30, 2020. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition.

Major Vendors

No vendor accounted for 10% or more of the Company’s purchases from vendors for the three months ended December 31, 2020 and 2019, respectively. Three vendors accounted for 12%, 12%, and 12% of the Company’s outstanding accounts payable as of December 31, 2020, respectively. One vendor accounted for 26% of the Company’s outstanding accounts payable as of September 30, 2020.

Accounts Receivable

Prepaid Expenses and Other Current Assets

Prepaid expenses includes prepaid insurance, the costs of which are amortized on a straight-line basis over the related coverage periods, and prepaid marketing supplies and prepayments to aircraft operators, which are expensed based upon usage or flight time. Included within prepaid expenses and other current assets are prepaid marketing supplies in the amounts of $365 and $512 as of December 31, 2020 and September 30, 2020, respectively.

Property, Equipment and Leasehold Improvements

The Company records additions to owned operating property, equipment and leasehold improvements at cost when acquired.

Intangibles

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use.

Amortization is recorded in general and administrative expenses on the Company’s condensed consolidated statement of operations. The Company periodically reviews its owned intangible assets for recoverability.

Joint Venture

Investments in joint arrangements are classified as joint ventures. Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profits and losses. When the Company’s share of losses in a joint venture equals or exceeds its interests in the joint venture, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint venture.

Long-Lived Asset Impairments

Net Loss per Common Share

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

Step 1:

Identify the contract with the customer

Step 2:

Identify the performance obligations in the contract

Step 3:

Determine the transaction price

Step 4:

Allocate the transaction price to the performance obligations in the contract

Step 5:

Recognize revenue when the company satisfies a performance obligation

The Company does not have any significant contracts with customers requiring performance beyond delivery.

For passenger revenue, seats or monthly or annual flight passes are typically purchased using the Blade App, and paid for via credit card transactions, wire, check, customer credit and gift cards, with payments principally collected by the Company in advance of the performance of related services. The Company initially records flight sales in its unearned revenue, deferring revenue recognition until the travel occurs. Unearned revenue from gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card. Unearned revenue from the Company’s monthly commuter pass and annual pass is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services or changes or extensions to non-refundable seats sold are considered part of the Company’s passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided.

As of December 31, 2020 and September 30, 2020, the Company’s balance in its deferred revenue is $4,418 and $3,973, respectively. Deferred revenue consists of unearned revenue, customer credits and gift card obligations. Unearned revenue represents principally the flight revenues received in advance of the actual flight. Customer credits represents unearned revenue for flights reservations that typically were cancelled for good reason by the customer. The customer has one year to use the credit as payment for a future flight with the Company. Gift cards represent prepayment of flight costs. The Company recognizes revenue for expired customer credits upon expiration.

The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its third and fourth quarter financial results have reflected higher travel demand, and were better than the first and second quarter financial results.

Blade operates in three key lines of business:

•

Short Distance — Consisting primarily of flights: (i) between 60 and 100 miles in distance, largely servicing commuters with prices between $595 and $795 per seat (or $295 for monthly commuter pass holders); and (ii) between all New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795). (Prices per seat presented at full dollar value and not rounded).

•

MediMobility, Jet — Consisting of jet transportation of human organs for transplant, non-medical jet charter and limited by the seat jet flights from New York to Miami and Aspen.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

•

Other — Consists principally of revenues from brand partners for exposure to Blade fliers and certain ground transportation services.

Disaggregated revenue by product lines was as follows:

	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

Advertising

Advertising costs, which are included in other operating expenses, are expensed as incurred. Advertising expenses were $193 and $441 for the three months ended December 31, 2020 and 2019, respectively.

Cost of Revenue

Cost of revenue consists principally of flight costs paid to operators of aircraft under contractual arrangements with Blade and landing fees.

Software Development Costs for Internal Use

Costs incurred for the development of the Company’s internal use software are expensed as incurred.

Stock-Based Compensation

Restricted stock awards are granted at the discretion of the Company’s Board of Directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service period, typically over a 12 month period.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 2 — Summary of Significant Accounting Policies (continued)

Recently Issued and Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815‑40).” The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options,” that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, “Earnings per Share,” to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of ASU 2020-06 to have a significant impact on its consolidated financial statements.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 10, 2021, the date that the financial statements were available to be issued. See Note 12 for all subsequent events noted through the date the financial statements were available to be issued for more details.

Note 3 — Investment in Joint Venture

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 3 — Investment in Joint Venture (continued)

for quarterly royalty payments of four percent (4%) of Gross Revenue for the period where Gross Revenue was up to $10,000 in a calendar year, quarterly royalty payments of three percent (3%) on Gross Revenue in excess of $10,000 and up to $40,000 in a calendar year, and quarterly royalty payments of one and half percent (1.5%) on Gross Revenue exceeding $40,000 (collectively, the “Royalties”) in a calendar year. In addition to the Royalties, the Company could receive three percent (3%) of FlyBlade India’s profits before tax in each year that FlyBlade India attained a minimum of $3,500 in annual profits before income tax. Hunch agreed to provide support in carrying out the day to day operations, including the implementation of the business plan and hiring of personnel, ensuring compliance with local requirements and assisting with legal arrangements as needed by the business. Through December 31, 2020, the Company has earned no Royalties under this arrangement.

In accordance with the First Amended Joint Venture and License Agreements, FlyBlade India was permitted to have a total of five directors, three of which were permitted to be appointed by Hunch and provided that Blade held at least a 10% interest, a single director was permitted to be appointed by the Company. Based upon Blade having less than ten percent (10%) interest on December 31, 2020, Blade held no board seat and lacked the power to appoint members of the FlyBlade India executive management team. As such, the Company is viewed as having minimal influence and control over FlyBlade India. As of December 31, 2020, the Company’s investment in the joint venture is recorded at cost.

The Company determined that Blade does not control the joint venture and therefore was not required to consolidate. In addition, Blade does not have sufficient control to influence and as such the equity method is not appropriate. The investment should be recorded at fair value. However, the Company elected the practicability exception to fair value measurement because the equity security does not have a readily determinable fair value. Accordingly, the Company has recorded the investment at cost less impairment if any. Based upon a qualitative assessment, the Company has determined that the investment should not be impaired. Qualitative considerations included an evaluation of the COVID-19 pandemic delays to the start-up of flight operations in India. Both Hunch and Blade Urban Air remain committed to the start of operations and discussions are underway with third parties to raise the next round of equity capital for the joint venture. As such, no impairment was warranted as of December 31, 2020.

As of December 31, 2020 and September 30, 2020, other non-current assets included amounts due from Blade India of $76 and $73, respectively.

Note 4 — Intangible Assets

Purchase of Customer List — Underhill

On March 8, 2019, the Company purchased a customer list from Underhill Holdings, LLC, doing business as Fly the Whale, a seaplane operator that previously competed with Blade on one route between Manhattan and Long Island (“Underhill”). Underhill agreed to refrain from marketing its by-the-seat services to the customer names sold to Blade and refrain from offering by-the-seat services that are competitive with Blade. The Company paid Underhill $250 in cash, for this customer list. Blade is amortizing the customer list using the straight-line method over its estimated useful life of five years. Blade has other pre-existing arrangements with Underhill, including capacity agreements for the utilization of certain amphibious seaplane and helicopter operator activities (See Note 11).

Purchase of Blade Domain

On December 16, 2020, the Company purchased a website domain for Blade.com for $503 in cash. Blade has recorded the purchase of the domain as an indefinite lived intangible asset, subject to impairment testing at least annually. As of December 31, 2020, the Company did not deem impairment of its website domain necessary.

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Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 4 — Intangible Assets (continued)

Intangible Assets Recorded

The following table presents information about the Company’s intangible assets at:

		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

Intangible Assets Recorded

For the three months ended December 31, 2020 and 2019 amortization of its finite-lived intangible assets were $47 and $47, respectively.

Note 5 — Right-of-Use Asset

The Company has entered into operating leases consisting principally of its airport terminals.

For contracts entered into by the Company, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset.

The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The Company’s incremental borrowing rate used for all leases under ASC 842 was 5.00%, the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for the Company’s leases include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. ROU assets, once recorded, are reviewed for impairment.

Lease expense for operating leases consist of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term.

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

		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

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

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TABLE OF CONTENTS

Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 5 — Right-of-Use Asset (continued)

	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

Other information related to leases is presented below:

	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

As of December 31, 2020, the expected annual minimum lease payments of the Company’s operating lease liabilities and other short-term leases were as follows:

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

Note 6 — Note Payable

On April 8, 2020, the Company entered into an unsecured note evidencing an unsecured loan (“PPP Loan”) in the principal amount of $1,165 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”). The PPP Loan is administered by the U.S. Small Business Administration and the Company’s loan was made through JP Morgan Chase Bank. The PPP Loan bears interest at a fixed interest rate of zero point ninety-eight (0.98 %) percent per year and matures in two (2) years after the issuance date. Payment of interest is deferred for the first six (6) months. Beginning on the seventh month following the date of the PPP Loan (November 2020), the Company is required to make 18 payments of equal monthly installments of principal and interest with the final payment due in April 2022. The PPP Loan provides for customary events of default including, among other things, cross-defaults on any other loan with JP Morgan Chase Bank. The PPP Loan may be accelerated upon the occurrence of an event of default. The PPP Loan may be prepaid by the Company at any time with no prepayment penalties applied.

F-60

TABLE OF CONTENTS

Blade Urban Air Mobility, Inc. and Consolidated Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
(amounts in thousands, except share and per share data)

Note 6 — Note Payable (continued)

As of December 31, 2020 the balance of $1,165 was reflected as notes payable on the condensed consolidated balance sheet.

Note 7 — Stock-Based Compensation

Option Awards

On December 14, 2020, the Board of Directors granted an option for the purchase of 15,000 shares of the Company’s common stock to an employee of the Company. The option, which was granted under the Company’s 2015 Equity Incentive Plan, had an original exercise price of $7.28 per share and a term of 10 years. The option had a grant date fair value of $4.00 and vests over 48 months.

Option Award Valuation Assumptions

The Company determined the fair value of stock options granted (including the accounting for the modifications of option awards) based upon the assumptions as provided below.

	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

Stock Option Replacement

Pursuant to the Merger Agreement (dated December 14, 2020), a business combination between EXPC and the Company is planned on taking place. Options granted under the 2015 Equity Incentive Plan vest over a period of time determined by the Board of Directors, subject to the option holder’s continuous service through each applicable vesting date. Consummation of the Merger will not automatically cause the vesting of options under the 2015 Equity Incentive Plan, but the Company’s Board of Directors provided that the vesting of all outstanding options under the 2015 Equity Incentive Plan that are held by current employees or other service providers will be accelerated upon the Merger. Under ASC 718, the Company treated this event as a modification. The Company calculated the number of assumed options, the assumed options’ exercise price and the fair value of the modified award and the original award immediately before modification. The resulting increase in fair value is not expected to be immaterial.

F-61

	Page
Other Stockholder Communications		250
Delivery of Documents to Stockholders		250
Experts		250
Legal Matters		251
Where You Can Find More Information		251
Index to Financial Statements		F-1
Annexes
Annex A — Merger Agreement		A-1
Annex B — Form of Investor Rights Agreement		B-1
Annex C — Form of Support Agreement		C-1
Annex D — Form of Sponsor Letter Agreement		D-1
Annex E — Form of 2021 Omnibus Incentive Plan		E-1
Annex F — Form of Second Amended and Restated Certificate of Incorporation		F-1
Annex G — Form of Amended and Restated Bylaws		G-1
Annex H — Form of PIPE Subscription Agreement		H-1
Annex I — General Corporation Law of the State of Delaware Section 262		I-1

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheet as of December 31, 2020 and 2019		F-3
Consolidated Statement of Operations for the Year ended December 31, 2020 and the Period From May 24, 2019 (Inception) through December 31, 2019		F-4
Consolidated Statement of Changes in Stockholder’s Equity for the Year ended December 31, 2020 and the Period From May 24, 2019 (Inception) through December 31, 2019		F-5
Consolidated Statement of Cash Flows for the Year ended December 31, 2020 and the Period From May 24, 2019 (Inception) through December 31, 2019		F-6
Notes to Consolidated Financial Statements		F-7

	Report of Independent Registered Public Accounting Firm					F-20
	Consolidated Balance Sheets as of September 30, 2020 and 2019					F-21
	Consolidated Statements of Income and Comprehensive Income for the Years Ended September 30, 2020 and 2019					F-22
	Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2020 and 2019					F-23
	Consolidated Statements of Cash Flows for the Years Ended September 30, 2020 and 2019					F-24
	Notes to Consolidated Financial Statements					F-25

	Condensed Consolidated Balance Sheets as of December 31, 2020 (Unaudited) and September 30, 2020					F-47
	Condensed Consolidated Statements of operations for the Three Months Ended December 31, 2020 and 2019 (Unaudited).					F-48
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2020 and 2019 (Unaudited).					F-49
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019 (Unaudited)					F-50
	Notes to Unaudited Condensed Consolidated Financial Statements					F-51

	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)

	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)