Item 8.01 Other Events
On May 5, 2021, Blade Air Mobility, Inc. (the “Company”),
then operating under the name Experience Investment Corp., held a special meeting of the stockholders of the Company (the “Special
Meeting”). At the Special Meeting, a majority of the shares of the Company’s then-outstanding Class A Common Stock and
Class B Common Stock, voting as a single class, approved the adoption of the Company’s Second Amended and Restated Certificate
of Incorporation, which, among other things, increased the authorized shares of the Company’s Class A Common Stock from 100,000,000
to 400,000,000 shares of Class A Common Stock and eliminated the Company’s Class B Common Stock (the “Class A
Increase Amendment”).
A recent ruling by the Delaware Court of Chancery (the “Court
of Chancery”) has created uncertainty regarding whether a separate vote of the majority of the shares of Class A Common Stock
then-outstanding and entitled to vote should have been conducted pursuant to Section 242(b)(2) of the Delaware General Corporation
Law (the “DGCL”). This development has created uncertainty about the validity of the Class A Increase Amendment.
The
Company continues to believe that a separate vote of Class A Common Stock was not required to approve the Class A Increase Amendment. However,
in an effort to resolve potential uncertainty with respect to the Company’s capital structure, on February 8, 2023, the Company
filed a petition in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the Class A Increase Amendment
(the “Petition”). Section 205 of the DGCL permits the Court of Chancery, in its discretion, to validate potentially defective
corporate acts and stock after considering a variety of factors.
If the Company is not successful in the Section 205 proceeding,
the uncertainty with respect to the Company’s capital structure resulting from the Court of Chancery’s ruling referenced above
could have a material adverse effect on the Company, including on its ability to complete equity financing transactions or issue stock-based
compensation until the underlying issues are definitively resolved. This uncertainty could impair the Company’s ability to execute
its business plan, attract and retain employees, management and directors and adversely affect its commercial relationships.
On February 10, 2023, the Court of
Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for February
27, 2023 at 10:00 A.M. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street,
Wilmington, Delaware 19801.
This
Form 8-K constitutes notice of the hearing. If any stockholder of the Company wishes to express a position on the Petition, such
stockholders of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard
L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re Blade Air
Mobility, Inc., C.A. No. 2023-0153-LWW (Del. Ch.), in advance of the hearing, and any such written submission should be
emailed to the Company’s counsel, Kevin Gallagher, Richards, Layton & Finger, P.A., at gallagher@rlf.com.
Forward-Looking Statements
This
current report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of present or historical fact included in this Current Report, are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “continue,” “project” or the negative of such terms and other similar expressions that
predict or indicate future events or trends or that are not statements of present or historical matters. These statements are based on
various assumptions, whether or not identified herein, and on the current expectations of the Company and are not predictions of actual
outcomes. Actual events and circumstances are impossible to predict and are beyond the control
of the Company.
With respect to the matters addressed in this Current Report, no assurances
can be made regarding the outcome of the Company’s proceeding pursuant to Section 205 of the DGCL. The Section 205 proceeding
is subject to inherent uncertainties and is beyond the Company’s control and may not result in timely resolution of the uncertainty
regarding the Company’s capitalization, if at all. If the Company is unsuccessful in the Section 205 proceeding, it could have
a material adverse effect on the Company.
The
Company cautions you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are difficult
to predict and many of which are beyond the control of the Company. Additional risks
and uncertainties that could affect the Company and its financial results are included in the Company’s most recent Annual Report
on Form 10-K and Quarterly Report on Form 10-Q, each as filed with the U.S. Securities and Exchange Commission (the “SEC”).
Additional information will also be set forth in other filings that the Company makes with the SEC from time to time. All
forward-looking statements in this Current Report are based on information available to the Company as of the date hereof, and the Company
undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations,
future events or otherwise.