Stockholders' Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' Equity |
Warrant Liabilities On May 7, 2021, the merger between Blade Urban Air Mobility, Inc. and the Company (then a special purpose acquisition company known as Experience Investment Corp. (“EIC”)) was consummated (the “Merger”). The warrants acquired in the Merger include (a) redeemable warrants issued by EIC and sold as part of the units in the EIC Initial Public Offering (“EIC IPO”) (whether they were purchased in the EIC IPO or thereafter in the open market), which were exercisable for an aggregate of 9,166,644 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by EIC to Sponsor in a private placement simultaneously with the closing of the EIC IPO, which were exercisable for an aggregate of 5,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”).
The warrants expired unexercised in accordance with their original terms on May 7, 2026. No warrants were exercised, and no cash or shares were exchanged upon expiration.
Prior to their expiration the Company evaluated the warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they did not meet the criteria to be classified in stockholders’ equity. Accordingly, the Company classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at each reporting period. This liability was subject to remeasurement at each balance sheet date and any change in fair value was recognized in the Company’s unaudited interim condensed consolidated statements of operations. See Note 16 – Fair Value Measurements for additional information.
Stockholders' EquityPreferred Stock
The Board of Directors of the Company (the “Board”) is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the number of shares constituting such series and the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock. The powers (including voting powers), preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding. There was no preferred stock issued and outstanding as of September 30, 2026 or December 31, 2025.
Non-cash capital contribution
In connection with the Keystone acquisition, during the nine months ended September 30, 2026 the seller allocated a portion of the earnout to a vendor. This arrangement does not represent a new liability to the Company. It is recognized as expense as the payment is contingent on the vendor's providing services to the Company. During the three and nine months ended September 30, 2026, the Company recognized $339 and $672 of compensation expense within selling, general and administrative expenses with a corresponding non-cash increase to additional paid-in capital.
Share Repurchase Program
On November 3, 2026, the Board of Directors of the Company announced a share repurchase program for up to $20.0 million of its Class A common stock excluding brokers’ commissions (the “Program”). The Program will expire on April 28, 2028 and may be modified, suspended or discontinued at any time. Stock repurchases under the Program may be made from time to time, in the open market, in privately negotiated transactions and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and other applicable legal requirements. The timing, pricing and amounts of any repurchases will depend on a number of factors, including the market price of the Company’s Class A common stock, restrictions under any financing arrangements and general market and economic conditions. The Program does not obligate the Company to repurchase any dollar amount or number of shares.
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