SEC Form 10-Q filed by Blade Air Mobility Inc.

5/12/25 11:27:45 AM ET

$BLDE

Transportation Services

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Table of Contents

499E

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-39046

BLADE AIR MOBILITY, INC.

(Exact name of registrant as specified in its charter)


Delaware						84-1890381
(State or other jurisdiction of incorporation or organization)						(I.R.S.Employer Identification No.)

31 Hudson Yards, 14th Floor New York, NY						10001
(Address of principal executive offices)						(Zip Code)


			(212) 967-1009
			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

BLDE

The Nasdaq Stock Market

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

BLDEW

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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.


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes o No x

As of May 5, 2025, there were 81,017,314 shares of the registrant’s Common Stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

BLADE AIR MOBILITY, INC.

FORM 10-Q

TABLE OF CONTENTS




































		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial statements	3
	Unaudited Interim Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Unaudited Interim Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 5 and 20 24	4
	Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 202 5 and 2024	5
	Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 5 and 2024	6
	Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4	7
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	8
Item 2.	Management’s discussion and analysis of financial condition and results of operations	20
Item 3.	Quantitative and qualitative disclosures about market risk	35
Item 4.	Controls and procedures	35

PART II. OTHER INFORMATION		36
Item 1.	Legal proceedings	36
Item 1A.	Risk factors	36
Item 2.	Unregistered sales of equity securities, use of proceeds and Issuer purchases of equity securities	36
Item 3.	Defaults upon senior securities	36
Item 4.	Mine safety disclosures	36
Item 5.	Other information	36
Item 6.	Exhibits	37
SIGNATURES		38

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)





	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	34,830	$	18,378
Restricted cash	858		1,269
Accounts receivable, net of allowance of $96 and $112 at March 31, 2025 and December 31, 2024, respectively	22,128		21,591

Short-term investments	85,176		108,757
Prepaid expenses and other current assets	9,320		10,747
Total current assets	152,312		160,742

Non-current assets:
Property and equipment, net	32,568		30,918

Intangible assets, net	13,528		13,653
Goodwill	42,038		41,050
Operating right-of-use asset	8,650		8,876
Other non-current assets	1,454		1,436
Total assets	$	250,550	$	256,675

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	10,505	$	12,766
Deferred revenue	8,014		6,656
Operating lease liability, current	3,362		3,304

Total current liabilities	21,881		22,726

Non-current liabilities:
Warrant liability	3,056		5,808
Operating lease liability, long-term	5,706		6,018
Deferred tax liability	175		185
Total liabilities	30,818		34,737

Commitments and Contingencies (Note 7)

Stockholders' Equity
Preferred stock, $0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.0001 par value; 400,000,000 authorized; 80,973,634 and 79,419,028 shares issued at March 31, 2025 and December 31, 2024, respectively	7		7
Additional paid in capital	407,047		407,076
Accumulated other comprehensive income	3,069		1,753
Accumulated deficit	(190,391)		(186,898)
Total stockholders' equity	219,732		221,938

Total Liabilities and Stockholders' Equity	$	250,550	$	256,675

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)


	Three Months Ended March 31,
		2025		2024
Revenue		$	54,306	$	51,514

Operating expenses
Cost of revenue		42,328		41,375
Software development		812		670
General and administrative		17,314		17,209
Selling and marketing		1,435		2,128
Total operating expenses		61,889		61,382

Loss from operations		(7,583)		(9,868)

Other non-operating income
Interest income		1,321		2,072
Change in fair value of warrant liabilities		2,752		3,478



Total other non-operating income		4,073		5,550

Loss before income taxes		(3,510)		(4,318)

Income tax benefit		(17)		(84)

Net loss		$	(3,493)	$	(4,234)

Net loss per share (Note 6):
Basic		$	(0.04)	$	(0.06)
Diluted		$	(0.04)	$	(0.06)
Weighted-average number of shares outstanding:
Basic		79,891,829		75,796,411
Diluted		79,891,829		75,796,411

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss

(in thousands)




	Three Months Ended March 31,
		2025		2024
Net loss		$	(3,493)	$	(4,234)
Other comprehensive income (loss):


Foreign currency translation adjustments for the period		1,316		(851)
Other comprehensive income / (loss)		1,316		(851)
Comprehensive loss		$	(2,177)	$	(5,085)

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount
Balance as of January 1, 2025		79,419,028	$	7		$	407,076	$	1,753	$	(186,898)	$	221,938
Issuance of common stock upon exercise of stock options		1,568,167	—			60		—		—		60
Issuance of common stock upon settlement of restricted stock units		1,465,407	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			4,217		—		—		4,217

Shares withheld related to net share settlement		(1,478,968)	—			(4,306)		—		—		(4,306)




Other comprehensive income		—	—			—		1,316		—		1,316
Net loss		—	—			—		—		(3,493)		(3,493)
Balance as of March 31, 2025		80,973,634	$	7		$	407,047	$	3,069	$	(190,391)	$	219,732

Balance as of January 1, 2024		75,131,425	$	7		$	390,083	$	3,964	$	(159,754)	$	234,300
Issuance of common stock upon exercise of stock options		508,181	—			91		—		—		91
Issuance of common stock upon settlement of restricted stock units		509,565	—			—		—		—		—
Stock-based compensation		—	—			4,318		—		—		4,318

Shares withheld related to net share settlement		(12,119)	—			(37)		—		—		(37)
Issuance of common stock for settlement of contingent consideration compensation (earn-out)		1,008,998	—			3,022		—		—		3,022



Other comprehensive loss		—	—			—		(851)		—		(851)
Net loss		—	—			—		—		(4,234)		(4,234)
Balance as of March 31, 2024		77,146,050	$	7		$	397,477	$	3,113	$	(163,988)	$	236,609

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(in thousands)




	Three Months Ended March 31,
	2025		2024
Cash Flows From Operating Activities:
Net loss	$	(3,493)	$	(4,234)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Depreciation and amortization	1,697		1,594
Stock-based compensation	4,217		4,318
Change in fair value of warrant liabilities	(2,752)		(3,478)

Gain on lease modification	—		(47)



Accretion of interest income on held-to-maturity securities	(723)		(1,481)
Deferred tax benefit	(17)		(84)


Bad debt expense	30		31
Other	63		3
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	2,254		(416)
Accounts receivable	(520)		(2,609)
Other non-current assets	13		(44)
Operating right-of-use assets/lease liabilities	(30)		(27)
Accounts payable and accrued expenses	(2,278)		(10,237)
Deferred revenue	1,293		1,160

Net cash used in operating activities	(246)		(15,551)

Cash Flows From Investing Activities:

Capitalized software development costs	(532)		(311)


Purchase of property and equipment	(2,619)		(816)
Proceeds from disposal of property and equipment	5		—


Purchase of held-to-maturity investments	(84,197)		(77,051)
Proceeds from maturities of held-to-maturity investments	107,750		102,740
Net cash provided by investing activities	20,407		24,562

Cash Flows From Financing Activities:
Proceeds from the exercise of common stock options	60		91
Taxes paid related to net share settlement of equity awards	(4,306)		(37)





Net cash (used in) / provided by financing activities	(4,246)		54

Effect of foreign exchange rate changes on cash balances	126		(26)
Net increase in cash and cash equivalents and restricted cash	16,041		9,039
Cash and cash equivalents and restricted cash - beginning	19,647		29,021
Cash and cash equivalents and restricted cash - ending	$	35,688	$	38,060

Reconciliation to unaudited interim condensed consolidated balance sheets
Cash and cash equivalents	$	34,830	$	36,758
Restricted cash	858		1,302
Total cash and cash equivalents and restricted cash	$	35,688	$	38,060





Non-cash investing and financing activities:
New leases under ASC 842 entered into during the period	$	608	$	2,581
Common stock issued for settlement of earn-out previously in accounts payable and accrued expenses	—		3,022
Purchases of property and equipment and capitalized software in accounts payable and accrued expenses	339		285

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Note 1 – Description of Business and Summary of Significant Accounting Policies

Description of Business

Blade Air Mobility, Inc. (“Blade” or the “Company”) provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States and Southern Europe. Based in New York City, Blade’s asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. These financial statements should be read in conjunction with the Company’s consolidated financial statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Certain prior year information has been reclassified to conform to the current period presentation. These reclassified amounts had no impact on our previously reported results of operations or net cash flows from operating, financing or investing activities.

Short-Term Investments

Held-to-Maturity Securities

The Company’s investments in held-to-maturity securities consist of investment grade U.S. Treasury obligations with maturity dates of less than 365 days. The Company has the ability and intention to hold these securities until maturity. Accordingly, these securities are recorded in the Company’s unaudited interim condensed consolidated balance sheet at amortized cost and interest is recorded within interest income on the Company’s unaudited interim condensed consolidated statement of operations. The held-to-maturity securities balance and fair market value at March 31, 2025 and December 31, 2024 were $85,176 and $85,171, and $108,757 and $108,832, respectively. The held-to-maturity securities gross unrealized holding loss for the three months ended March 31, 2025 and 2024 were $5 and $78, respectively. The fair value hierarchy of the valuation inputs the Company utilized to determine such fair market value is Level 2.

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

No single customer accounted for 10% or more of the Company’s revenue for the three months ended March 31, 2025. One customer accounted for 11% of the Company’s revenue for the three months ended March 31, 2024.

No single customer accounted for 10% or more of the Company’s outstanding accounts receivable as of March 31, 2025. One customer accounted for 10% of the Company’s outstanding accounts receivable as of December 31, 2024.

Major Vendors

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

One vendor accounted for 14% of the Company’s purchases from operating vendors for the three months ended March 31, 2025. One vendor accounted for 14% of the Company’s purchases from operating vendors for the three months ended March 31, 2024.

One vendor accounted for 24% of the Company’s outstanding accounts payable as of March 31, 2025. Two vendors accounted for 15% and 17%, respectively, of the Company’s outstanding accounts payable as of December 31, 2024.

Property and Equipment, Net





	Useful Life (in years)	March 31, 2025		December 31, 2024
Aircraft, engines and related rotable parts (1)	2 - 20	$	29,501	$	27,206
Furniture and fixtures (2)	5	2,144		2,129
Technology equipment (2)	3	567		564
Leasehold improvements (2)	Shorter of useful life or life of lease	3,535		3,520

Vehicles (1)	5	3,132		2,796
Total property and equipment, gross		38,879		36,215
Less: Accumulated depreciation		(6,311)		(5,297)
Total property and equipment, net		$	32,568	$	30,918

(1) Depreciation expense is included within cost of revenue.

(2) Depreciation expense is included within general and administrative expenses.

For the three months ended March 31, 2025 and 2024, the Company recorded depreciation expense for property and equipment of $1,033 and $525, respectively. For the three months ended March 31, 2025, the Company disposed of $100 in property and equipment and likewise wrote off previously recognized accumulated depreciation of $35. For the three months ended March 31, 2024, disposals of certain property and equipment were immaterial.

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 include, but are not limited to, the fair value of intangible assets and goodwill, the determination of whether a contract contains a lease, the allocation of consideration between lease and non-lease components and the determination of incremental borrowing rates for leases.

Recently Issued Accounting Pronouncements - Not Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements. The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments in the update are intended to align the requirements in the FASB ASC with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC have not had, or are not anticipated to have, a significant effect on the Company’s unaudited interim condensed consolidated financial statements, both present and future.

Note 2 – Revenue

Disaggregated Revenue

Disaggregated revenue by product line and segment was as follows:


	Three Months Ended March 31,
	2025		2024
Passenger Segment
Short Distance	$	9,280	$	9,810
Jet and Other	9,078		5,678
Total	$	18,358	$	15,488

Medical Segment
MediMobility Organ Transport	$	35,948	$	36,026
Total	$	35,948	$	36,026

Total Revenue	$	54,306	$	51,514

Contract Liabilities

Contract liabilities are defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. As of March 31, 2025 and December 31, 2024, the Company’s contract liability balance is $8,014 and $6,656 respectively, and is recorded as deferred revenue on its unaudited interim condensed consolidated balance sheets. This balance consists of payments from customers received in advance of the actual flight, prepaid monthly and annual flight passes, customer credits for flight reservations that were cancelled for good reason by the customer, and prepaid gift card obligations. Customers have one year to use the credit as payment for a future flight with the Company.

The table below presents a roll forward of the contract liability balance:

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)


	Three Months Ended March 31,
		2025		2024
Balance, beginning of period		$	6,656	$	6,845
Additions		14,080		11,960
Revenue recognized		(12,722)		(10,824)
Balance, end of period		$	8,014	$	7,981

For the three months ended March 31, 2025, the Company recognized $3,060 of revenue that was included in the contract liability balance as of January 1, 2025. For the three months ended March 31, 2024, the Company recognized $2,095 of revenue that was included in the contract liability balance as of January 1, 2024.

The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its second and third quarter (ended on June 30 and September 30, respectively) financial results have reflected higher Passenger travel demand and were better than the first and fourth quarter financial results.

Note 3 – Stock-Based Compensation

Stock Option Awards

All of the outstanding stock option awards are fully vested. To date, there have been no stock option awards granted under the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan (the “Plan”).

Following is a summary of stock option activities for the three months ended March 31, 2025:


	Options	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Life (years)	Intrinsic Value
Outstanding – January 1, 2025	5,124,516	$	0.19	$	0.23	3.0

Exercised	(1,568,167)	0.18		0.11			$	4,693
Forfeited	—	—		—
Outstanding – March 31, 2025	3,556,349	$	0.19	$	0.29	3.5	$	9,025
Exercisable as of March 31, 2025	3,556,349	$	0.19	$	0.29	3.5	$	9,025

For the three months ended March 31, 2025 and 2024, the Company recorded no stock option expense. As of March 31, 2025, there are no remaining stock options subject to amortization.

Restricted Stock Units

During the three months ended March 31, 2025, the Company granted an aggregate of 3,110,634 restricted stock units (“RSUs”), of which 929,786 were to various employees, officers, directors, consultants, and service providers and 2,180,848 were performance-based restricted stock units (“PSUs”) granted to named executive officers and key employees under the Plan (as defined above).

The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant. The PSUs granted during the three months ended March 31, 2025 have a three-year service period ending on December 31, 2027 and will vest subject to the achievement of Adjusted EBITDA and Free Cash Flow goals by the Company. Each PSU represents the right to receive one share of the Company’s common stock. The grant date fair value of these PSUs was $3.01 per share. Compensation expense associated with PSUs is recognized over the service period of the awards that are ultimately expected to vest when the related performance objective is met.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2025	9,286,110	$	4.10
Granted	3,110,634	3.18
Vested	(1,465,407)	4.22
Forfeited	(51,474)	3.50
Non-vested – March 31, 2025 (1)	10,879,863	$	3.82

(1) 5,883,703 are PSUs that will vest subject to the achievement of Adjusted EBITDA and Free Cash Flow goals by the Company as discussed above.

For the three months ended March 31, 2025 and 2024, the Company recorded $4,217 and $4,318, respectively, in employee and officers restricted stock compensation expense. As of March 31, 2025, unamortized stock-based compensation costs related to restricted share arrangements was $35,172 and will be recognized over a weighted average period of 2.6 years.

Stock-Based Compensation Expense

Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed consolidated statements of operations is summarized as follows:


	Three Months Ended March 31,
	2025		2024
Software development (1)	$	112	$	(20)
General and administrative (1)	3,987		4,197
Selling and marketing	112		366
Total stock-based compensation expense (2)	$	4,211	$	4,543

(1) For the three months ended March 31, 2024, a cumulative adjustment of $181 was recorded due to the forfeiture of restricted stock units of certain former employees.

(2) Stock-based compensation expense for the three months ended March 31, 2025 includes a $(6) net accrual reversal. For the three months ended March 31, 2024, stock-based compensation expense included $225 of accrued expense.

Note 4 – Segment and Geographic Information

Segment Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) and is used in resource allocation and performance assessments. The Company has identified two operating and reportable segments - Passenger and Medical, as our Chief Executive Officer, who is our CODM, regularly reviews discrete information for those two reportable segments.

The CODM considers budget-to-actual variances and year-over-year changes in Adjusted EBITDA when making resource allocation decisions across our segments. Adjusted EBITDA reflects the operational efficiency and core results of our segment, independent of tax implications and non-operational financial factors. Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segments.

The following tables reflect certain financial data of the Company’s reportable segments and includes the reconciliation to loss before income taxes.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Prior period segment results have been recast to reflect the updated methodology to ensure comparability. Refer to the discussion above for further detail.


	Three Months Ended March 31, 2025
	Passenger		Medical		Total
Revenue	$	18,358	$	35,948	$	54,306
Less segment expenses
Cost of revenue	(14,314)		(28,014)
Adjusted selling, general and administrative expense (1)	(3,990)		(3,836)

Total Segment Adjusted EBITDA	$	54	$	4,098	$	4,152
Reconciliation of Segment Adjusted EBITDA
Adjusted unallocated corporate expenses and software development (2)					(5,390)
Depreciation and amortization (3)					(1,697)
Stock-based compensation					(4,211)
Change in fair value of warrant liabilities					2,752

Interest income					1,321
Legal and regulatory advocacy fees (4)					(358)







Other (5)					(79)
Loss before income taxes					$	(3,510)

Other Segment Disclosures
Capital Expenditures
Purchase of aircraft and engines (6)	$	—	$	690	$	690
Other purchases of property and equipment (7)	—		1,929		1,929
Total segment capital expenditures	$	—	$	2,619	$	2,619

(1) Adjusted selling, general and administrative expense are total operating expenses excluding cost of revenue and the following expenses which are non-cash or do not represent normal recurring expenses: depreciation and amortization, stock-based compensation, certain legal and regulatory advocacy fees, merger and acquisition (M&A) transaction costs and restructuring costs related to Blade Europe.

(2) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations.

(3) Includes $755 of depreciation for owned aircraft and vehicles included in Cost of revenue.

(4) Represents legal advocacy fees primarily related to the Drulias lawsuit (see “— Legal and Environmental” within Note 7) that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(5) Other includes M&A transaction costs of $17 and restructuring costs of $62 associated with a reorganization of Blade Europe.

(6) Represents capital expenditures for initial aircraft and engines acquisitions, excluding subsequent capitalized maintenance.

(7) Other purchases of property and equipment includes capitalized maintenance for aircraft, leasehold improvements, vehicles, and technology equipment.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)


	Three Months Ended March 31, 2024
	Passenger		Medical		Total
Revenue	$	15,488	$	36,026	$	51,514
Less Segment expenses
Cost of revenue	(13,379)		(27,996)
Adjusted selling, general and administrative expense (1)	(4,760)		(3,621)
Total Segment Adjusted EBITDA	$	(2,651)	$	4,409	$	1,758
Reconciliation of Segment Adjusted EBITDA
Adjusted unallocated corporate expenses and software development (2)					(5,304)
Depreciation and amortization (3)					(1,594)
Stock-based compensation					(4,543)
Change in fair value of warrant liabilities					3,478

Interest income					2,072
Legal and regulatory advocacy fees (4)					(123)



M&A transaction costs					(62)


Loss before income taxes					$	(4,318)

Other Segment disclosures
Capital expenditures
Other purchases of property and equipment	$	15	$	750	$	765
Total segment capital expenditures	$	15	$	750	$	765
General corporate capital expenditures					51
Total capital expenditures	$	15	$	750	$	816

(1) Adjusted selling, general and administrative expenses are total operating expenses excluding cost of revenue and the following expenses which are non-cash or do not represent recurring expenses: depreciation and amortization, stock-based compensation, certain legal and regulatory advocacy fees and M&A transaction costs.

(3) Includes $82 of depreciation for owned vehicles included in Cost of revenue.

(4) Represents certain legal advocacy fees primarily related to the Drulias lawsuit that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.







	March 31, 2025		December 31, 2024
Goodwill
Passenger	$	26,498	$	25,510
Medical	15,540		15,540
Total goodwill	$	42,038	$	41,050

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Geographic Information

Revenue by geography is based on where the flight’s operator is based. Long-lived assets, net includes property and equipment, net and operating right-of-use assets. Summary financial data attributable to various geographic regions for the periods indicated is as follows:


	Three Months Ended March 31,
		2025		2024


Revenue
United States		$	48,369	$	45,301


Other		5,937		6,213
Total revenue		$	54,306	$	51,514

		March 31, 2025		December 31, 2024
Long-lived assets
United States		$	40,062	$	38,540
Other		1,156		1,254
Total long-lived assets		$	41,218	$	39,794

Note 5 – Income Taxes

The Company’s effective tax rate represents the Company’s estimated tax rate for the year based on projected income and the mix of income among the various foreign tax jurisdictions, adjusted for any discrete transactions occurring during the period. There were no discrete events in the three months ended March 31, 2025.

For the three months ended March 31, 2025 and 2024, income tax benefit was $17 and $84, respectively. The tax benefit is attributable to Blade Monaco. The difference in the tax benefit in the 2025 period compared to the 2024 period is attributable to the mix of pretax profits from foreign operations and the mix of tax rates in those jurisdictions, with no offsetting tax benefits arising from the Company’s U.S. and France net operating losses.

Note 6 – 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, restricted shares, and warrants.

A reconciliation of net loss and common share amounts used in the computation of basic and diluted loss per common share is presented below.


	Three Months Ended March 31,
		2025		2024











Basic and dilutive loss per common share:
Net loss attributable to Blade Air Mobility, Inc.		$	(3,493)	$	(4,234)






Total weighted-average basic common shares outstanding		79,891,829		75,796,411





Net loss income per common share:
Basic and diluted loss per common share		$	(0.04)	$	(0.06)

The following table represents common stock equivalents that were excluded from the computation of diluted loss per common share for the three months ended March 31, 2025 and 2024 because the effect of their inclusion would be anti-dilutive:

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)


	Three Months Ended March 31,
		2025	2024


Warrants to purchase shares of common stock		14,166,644	14,166,644
Options to purchase shares of common stock		3,556,349	6,708,893
Restricted shares of common stock		10,879,863	11,467,011
Total potentially dilutive securities		28,602,856	32,342,548

Note 7 – 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 fixed hourly rates for flight time multiplied by hours flown. 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 March 31, 2025, the Company has remaining unfulfilled obligations under agreements with various aircraft operators to provide aircraft service. The remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within our capacity purchase agreements as included in the operating right-of-use asset and lease liability. These future unfulfilled obligations were as follows:


For the Year Ended December 31	Total Unfulfilled Obligation
2025	$	4,882
2026	6,127
2027	2,596



Thereafter	—

Legal and Environmental

From time to time, we may be a party to litigation that arises in the ordinary course of business. Other than described below, we do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition or cash flows. As of March 31, 2025, 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 these other 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. The Company’s view and estimates related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop.

In February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases were consolidated under the caption Drulias et al. v. Affeldt, et al., C.A. No. 2024-0161-SG (Del. Ch.) (“Drulias”). Plaintiffs assert claims for breach of fiduciary duty and unjust enrichment claims against the former directors of Experience Investment Corp. (“EIC” and such directors, the “EIC Directors”), the former officers of EIC, and Experience Sponsor LLC (“Sponsor”), and aiding and abetting breach of fiduciary duty claim against Sponsor. The operative complaint alleges, amongst other things, that the proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who is also our current chief executive officer. The consolidated complaints seeks, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. The Company believes that all claims in the lawsuit are without merit and intends to defend itself vigorously against them.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Non-Cancellable Commitments with Vendors

In December 2023, the Company entered into a technology service agreement with a vendor for cloud computing services where we are committed to the remaining spend of $0.6 million and $1.6 million for the years ending December 31, 2025 and 2026, respectively.

Note 8 – Warrant Liabilities

On May 7, 2021, the merger between Old Blade and 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 are 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 are 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 Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited interim condensed consolidated statements of operations. See Note 9 – Fair Value Measurements for additional information.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on June 7, 2021. The Public Warrants will expire on May 7, 2026 or earlier upon redemption or liquidation.

Redemptions of Warrants for Cash — 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

•if, and only if, the reported last sale price of the Company’s 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.

Redemption of Warrants for Shares of Common Stock — The Company may redeem the outstanding warrants:

•in whole and not in part;

•at a price equal to a number of shares of common stock to be determined, based on the redemption date and the fair market value of the Company’s 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 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; and

•if, and only if, there is an effective registration statement covering the shares of 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.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

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 common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants.

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 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 (unless the Company’s common stock equals or exceed $10 per share and the Company redeems all the Public Warrants). 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.

Note 9 – Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.





	Level	March 31, 2025		December 31, 2024
Assets
Money market fund (1)	1	$	25,484	$	13,751
		$	25,484	$	13,751

Liabilities
Warrant liabilities - Public Warrants	1	$	1,977	$	3,758
Warrant liabilities - Private Warrants	2	1,079		2,050
Fair value of aggregate warrant liabilities		$	3,056	$	5,808

(1) As of March 31, 2025 and December 31, 2024, the Company had cash equivalents held in a money market fund. The Company has concluded that due to the highly liquid nature of the fund, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market fund is included in cash and cash equivalents.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within “Warrant liability” on the Company’s unaudited interim condensed consolidated balance sheets. The warrant liabilities are measured at fair value upon assumption and on a recurring basis, with changes in fair value presented within “Change in fair value of warrant liabilities” in the unaudited interim condensed consolidated statements of operations.

The Public Warrants are considered part of Level 1 of the fair value hierarchy, as those securities are traded on an active public market. At May 7, 2021 and thereafter, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.

Subsequent Measurement

The following table presents the changes in fair value of the warrant liabilities:


	Public Warrants		Private Placement Warrants		Total Warrant Liability


Fair value as of January 1, 2025	$	3,758	$	2,050	$	5,808

Change in fair value of warrant liabilities	(1,781)		(971)		(2,752)
Fair value as of March 31, 2025	$	1,977	$	1,079	$	3,056

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Note 10 – Stockholders' Equity

Preferred 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 March 31, 2025 or December 31, 2024.

Share Repurchase Program

On March 20, 2024, the Company announced that its Board had authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $20.0 million of the Company’s common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The Company’s stock repurchase programs may be suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and the Board’s (or its designees’) determination as to the appropriate use of our cash.

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of common stock. As of March 31, 2025, there remains a potential repurchase capacity of approximately $19.8 million under the stock repurchase program that was announced on March 20, 2024.

The Company follows the cost method for accounting for stock repurchases. When the Company retires its own common stock, the excess of the repurchase price over par value is allocated between additional paid-in capital and retained earnings subject to certain limitations. The allocation to additional paid-in capital is determined by applying a percentage, calculated by dividing the number of shares to be retired by the number of shares issued and outstanding as of the retirement date, to the balance of additional paid-in capital as of the retirement date.

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Item 2. Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified using 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 several places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, the markets in which we operate and the development of Electric Vertical Aircraft (“EVA”) technology. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Our operations and financial results are subject to various risks and uncertainties. The following are among those factors, but are not the only factors, that could adversely affect us and/or that may cause actual results to differ materially from such forward-looking statements:

Risks Related to Our Business and Growth Strategy

•continued occurrence of net losses, which we have experienced since inception;

•any adverse publicity stemming from accidents involving small aircraft, helicopters or charter flights and, in

particular, any accidents involving our third-party operators;

•any change to the ownership of our aircraft and the operational and business challenges related thereto;

•effects of competition;

•harm to our reputation and brand;

•our ability to provide high-quality customer support;

•our ability to maintain a high daily aircraft usage rate and to aggregate fliers on our by-the-seat flights;

•impact of natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints, geopolitical, and regulatory conditions or other circumstances on metropolitan areas and airports where we have geographic concentration;

•the effects of climate change;

•terrorist attacks, geopolitical conflict or security events;

•the availability of aircraft fuel;

•our ability to access additional funding to finance our operations;

•our ability to identify, complete and successfully integrate future acquisitions;

•our ability to manage our growth;

•increases in insurance costs or reductions in insurance coverage;

•the loss of key members of our management team;

•our ability to maintain our company culture;

•effects of fluctuating financial results;

Risks Related to our Medical Segment

•our reliance on contractual relationships with certain transplant centers, hospitals and Organ Procurement

Organizations;

•reliance on certain customers;

•competition from providers with proprietary organ preservation technology or additional capabilities;

•the continuing availability of organ donors and viable donor organs;

•insufficient reimbursement and funding for organ transport costs;

•risks related to organ transport operations;

•new technology that could make ground or commercial air transport of organs more viable;

•regulatory changes, legislative reforms, and civil or criminal enforcement actions;

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Risks Related to our Passenger Segment

•the markets in which we operate may fail to grow or may grow more slowly than expected;

•our ability to effectively market and sell air transportation as a substitute for conventional methods of transportation;

•our ability to enter new markets and offer new routes and services;

•changes in consumer preferences, discretionary spending and other economic conditions;

•reliance on certain customers which could impact our Passenger segment revenue;

•our ability to obtain and maintain adequate facilities and infrastructure;

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

•the increase of costs and risks associated with international expansion;

Risks Related to Our Dependence on Third-Party Providers

•our reliance on third-party operators to provide and operate aircraft;

•the availability of third-party aircraft operators to match demand;

•disruptions to third-party operators and providers workforce;

•the possibility that our third-party aircraft operators may illegally, improperly or otherwise inappropriately operate

our branded aircraft;

•our reliance on third-party web service providers;

Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices

•our ability to address system failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers;

•interruptions or security breaches of our information technology systems, especially with the continued development and increased usage of artificial intelligence (AI);

•our placements within mobile operating systems and application marketplaces;

•our ability to protect our intellectual property rights;

•our use of open source software;

Legal and Regulatory Risks Related to Our Business

•changes in our regulatory environment;

•the impact of any litigation or regulatory investigations that we may be subject to;

•regulatory obstacles in local governments;

•our ability to comply with domestic and foreign privacy, data protection, consumer protection and security laws;

•the expansion of environmental regulation;

Risks Related to Ownership of Our Securities and Being a Public Company

•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

•our ability to maintain effective internal controls and disclosure controls; and

•the other factors described elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition” or as described in the other documents and reports we file with the SEC.

Actual results, performance or achievements may differ materially, and potentially adversely, from any forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof and we disclaim any intention or obligation to update any forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

Overview

Blade operates in three key product lines across two segments (see Note 4 to the Unaudited Interim Condensed Consolidated Financial Statements included herein for further information on reportable segments):

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Passenger Segment

•Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis. This product line previously also included flights in Canada, which we discontinued in August 2024.

•Jet and Other – Consists principally of revenues from non-medical jet charter, revenue from brand partners for exposure to Blade fliers and certain ground transportation services.

Medical Segment

•MediMobility Organ Transport – Consisting primarily of transportation of human organs for transplant and/or the medical teams supporting these services. Blade also offers additional services including donor logistics coordination and support evaluating potential donor organs through our Trinity Organ Placement Services (“TOPS”) offering.

Seats Flown

We define “Seats flown — all passenger flights” (Seats Flown) as the total number of seats purchased and flown by paying passengers on all flights, whether sold by-the-seat or within a charter arrangement. Our long-term consumer-facing strategy is primarily focused on growth in by-the-seat products, and we believe that Seats Flown 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; which is captured by Seats Flown. Passenger revenue is heavily influenced by the Jet and Other product lines where we typically fly fewer passengers over long distances at a high price. We believe the Seats Flown metric is useful to investors in understanding the overall scale of our Passenger segment and trends in the number of passengers paying to use our service.

The following table reflects the key operating metric we use to evaluate the Passenger segment:


	Three Months Ended March 31,
		2025	2024
Seats flown – all passenger flights (1)		13,884	13,286

(1) Prior year amounts have been updated to conform to current period presentation.

We discontinued our operations in Canada on August 31, 2024. As a result, the Seats Flown metric above excludes activity in Canada for the three months ended March 31, 2024, which Seats Flown in Canada amounted to 14,120.

Our Business Model

Blade leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival. For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators.

When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Blade provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods.

Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset

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ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators. As part of our broader Medical segment, we also provide technology-enabled solutions to help transplant centers and organ procurement organizations streamline organ evaluation and logistics. This service enhances the efficiency and cost-effectiveness of organ placement, further strengthening our position in the organ transportation industry.

Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights with multiple operators around the world. We believe that this technology, which provides (i) real-time tracking of organ transports and passenger flights; (ii) profit/loss information on a flight-by-flight basis; (iii) customized portals for all relevant parties including pilots, accounting teams, operator dispatch, transplant coordinators and Blade’s logistics team; and (iv) a customer-facing app for passenger missions, 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 volume, new routes, new operators, broader flight schedules, international expansion, 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 asset-light business model was developed to be scalable and profitable using conventional aircraft today while enabling a seamless transition to EVA, once they are certified for public use. 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, vertical landing infrastructure (“vertiports”) in our existing and new markets.

Factors Affecting our Performance

Ability to Attract and Retain Fliers in our Short Distance Product Line

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. These investments and initiatives may not be effective in generating sales growth or 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 ride-sharing 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.

Ability to Attract and Retain Customers in our MediMobility Organ Transport and Jet and Other Product Lines

Our MediMobility Organ Transport product line primarily serves transplant centers, organ procurement organizations and hospitals (collectively, “Medical Customers”). Transportation for the hearts, lungs and livers that make up the vast majority of this product line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type, be it jet, turboprop or helicopter, is the primary metric by which Medical Customers evaluate our performance.

The organ transportation market is highly competitive and we compete for organ transportation business primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer

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additional services, such as surgical organ recovery, that our customers find valuable. We may face increased competition as our Medical Customers may prefer a streamlined logistics offering. We have responded to customer demand by introducing new services, such as our TOPS offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant, but they may demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Historically, our significant demand for both Passenger and MediMobility Organ Transport flight capacity has been enough to incentivize operators to provide aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. Periods of increased demand for private jets have historically led to increased charter costs and more limited availability in the spot jet charter market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, jet charter, which makes up the majority of our Jet and Other product line, is highly competitive and volumes and pricing have historically been significantly influenced by overall market supply and demand.

Impact of Inflation to our Business

We generally pay a fixed hourly rate to our third-party operators, based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. For our owned aircraft, we are more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance.

We have historically passed through cost inflation to customers and most contracts with our MediMobility Organ Transport customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Passenger Expansion into New Geographic Markets

Our Passenger segment growth plan is focused on dense urban areas, primarily those with existing air transportation infrastructure that are facing increasing ground congestion. For example, in 2022, we acquired the entities that we collectively refer to as “Blade Europe”, which operate in Southern France and Monaco. Blade Europe acts as the air charter broker and/or reseller of air transportation services operated and provided by our operator partners for routes in Southern France, Monaco, Italy and Switzerland. Growth in our Passenger segment 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. In these areas, our 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. Significant changes to our existing routes or the introduction of new and unproven routes may require us to obtain and maintain applicable permits, authorizations, or other regulatory approvals. 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.

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. The number of potential fliers using our urban air mobility services in any market cannot be predicted with any degree of certainty, and we cannot provide assurance 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 Commercial Service

We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the 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, 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 or cargo, 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

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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. 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.

We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. In our Passenger segment, we believe our existing Short Distance routes will be compatible with EVA, which are initially expected to have a limited range, and our existing terminal space will accommodate EVA. Additionally, we believe that the last-mile transports we perform using helicopters or ground vehicles in our Medical segment may be compatible with EVA, reducing organ transport time and cost for our customers. Blade’s unit economics are designed to be profitable using either conventional helicopters or EVA, even if early EVA do 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.

Seasonality

Passenger Segment

Historically, we have experienced significant seasonality in our Short Distance product line with flight volume peaking during the quarters ended June 30 (Q2) and September 30 (Q3) of each fiscal year due to the busy summer travel season, with lower volume during the first and fourth quarter (Q1 and Q4).

Medical Segment

Historically, seasonality in our MediMobility Organ Transport product line has not been significant, though our trip volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors.

Key Components of the Company’s Results of Operations

Revenue

Short Distance products are typically purchased using the Blade App and paid for principally 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 revenue is recognized when the service is completed.

Jet products are typically purchased through our Flier Relations associates and our app and are paid for principally via checks, wires and credit card. Jet payments are typically collected at the time of booking before the performance of the related service. The revenue is recognized when the service is completed.

MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client’s payment terms. The revenue is recognized when the service is completed.

Cost of Revenue

Cost of revenue consists of flight costs paid to operators of aircraft and vehicles, landing fees, depreciation of aircraft and vehicles, operating lease cost, internal costs incurred in generating organ ground transportation revenue using the Company’s owned vehicles and costs of operating our owned aircraft including fuel, management fees paid to the operator, maintenance costs and pilot salaries.

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Software Development

Software development expenses consist primarily of staff costs, stock-based compensation costs and capitalized software amortization costs.

General and Administrative

General and administrative expenses principally include staff costs including stock-based compensation, intangibles amortization, depreciation, establishment costs, impairment of intangible assets, directors and officers insurance costs, pilot training costs for owned aircraft, professional fees and credit card processing fees.

Selling and Marketing

Selling and marketing expenses consist primarily of advertising costs, staff costs including stock-based compensation, marketing expenses, sales commissions and promotion costs. 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

The following table presents our consolidated statements of operations for the periods indicated:


	Three Months Ended March 31,
			2025		2024
		(in thousands)
Revenue			$	54,306	$	51,514

Operating expenses
Cost of revenue			42,328		41,375
Software development			812		670
General and administrative			17,314		17,209
Selling and marketing			1,435		2,128
Total operating expenses			61,889		61,382

Loss from operations			(7,583)		(9,868)

Other non-operating income
Interest income			1,321		2,072
Change in fair value of warrant liabilities			2,752		3,478


Total other non-operating income			4,073		5,550

Loss before income taxes			(3,510)		(4,318)

Income tax benefit			(17)		(84)

Net loss			$	(3,493)	$	(4,234)

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Comparison of Three Months Ended March 31, 2025 and 2024

Revenue

Disaggregated revenue by product line was as follows:


	Three Months Ended March 31,
	2025		2024		% Change
	(in thousands, except percentages)
Product Line:
Short Distance	$	9,280	$	9,810	(5.4)	%
Jet and Other	9,078		5,678		59.9	%
MediMobility Organ Transport	35,948		36,026		(0.2)	%
Total Revenue	$	54,306	$	51,514	5.4	%

For the three months ended March 31, 2025 and 2024, revenue increased by $2.8 million or 5.4%, from $51.5 million in 2024 to $54.3 million in 2025.

Short Distance revenue decreased by $0.5 million or (5.4)% from $9.8 million in 2024 to $9.3 million in 2025. The decrease in Short Distance was primarily driven by the termination of our Canada routes in August 2024 for a $2.6 million decrease. This was partially offset by increased activity in Europe for a $1.9 million increase, which was attributable to the reorganization of the sales team and better weather conditions compared with the prior year period.

Jet and Other revenue increased by $3.4 million, or 59.9%, from $5.7 million in 2024 to $9.1 million in 2025. This increase was driven primarily by growth in jet charters both through higher volumes and higher revenue per flight.

MediMobility Organ Transport revenue decreased by $(0.1) million or (0.2)% from $36.0 million in 2024 to $35.9 million in 2025 as increases in ground, TOPS and other revenue were more than offset by lower air flight hours. The reduction in flight hours was driven by: (i) lower than average air trip volumes from our contracted customer base during the quarter; and (ii) reduced repositioning flight hours due to basing aircraft closer to our clients, providing efficiencies and improved service, but contributing to reduced flight hours per trip. This was partially offset by increased air trips from transient, non-contracted customers.

Cost of Revenue


	Three Months Ended March 31,
	2025			2024			% Change
	(in thousands, except percentages)
Cost of revenue	$	42,328		$	41,375		2.3	%
Percentage of revenue	78		%	80		%

For the three months ended March 31, 2025 and 2024, cost of revenue increased by $1.0 million, or 2.3%, from $41.4 million during 2024 to $42.3 million in 2025 driven by increased revenue.

Cost of revenue as a percentage of revenue decreased by 2 percentage points from 80% to 78%, driven by: (i) revenue growth in Europe Short Distance that exceeded cost increases due to operational leverage following the restructuring implemented in October 2024; (ii) improved performance in the jet charter product; and (iii) the discontinuation of Canada in August 2024, which operated with a high cost of revenue to revenue ratio.

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Software Development


	Three Months Ended March 31,
	2025			2024		% Change
	(in thousands, except percentages)
Software development	$	812		670		21.2	%
Percentage of revenue	1		%	1	%

For the three months ended March 31, 2025 and 2024, software development costs increased by $0.1 million, or 21.2%, from $0.7 million during 2024 to $0.8 million in 2025. This increase was primarily due to increased stock-based compensation costs of $0.1 million due to a forfeiture in the prior year period.

General and Administrative


	Three Months Ended March 31,
	2025			2024			% Change
	(in thousands, except percentages)
General and administrative	$	17,314		$	17,209		0.6	%
Percentage of revenue	32		%	33		%

For the three months ended March 31, 2025 and 2024, general and administrative expense increased by $0.1 million, or 0.6%, from $17.2 million in 2024 to $17.3 million in 2025.

The primary drivers for the increase were: (i) a $0.9 million increase in expenses related to the owned aircraft, including pilot training, hangar costs and insurance (which did not exist in the prior year period); and (ii) a $0.2 million increase in legal and regulatory advocacy fees primarily related to the Drulias lawsuit discussed in “— Legal and Environmental” within Note 7. These were partially offset by a $0.6 million decrease in intangibles amortization costs and a $0.3 million decrease in other professional fees with lower audit and legal fees.

Selling and Marketing


	Three Months Ended March 31,
	2025			2024			% Change
	(in thousands, except percentages)
Selling and marketing	$	1,435		$	2,128		(32.6)	%
Percentage of revenue	3		%	4		%

For the three months ended March 31, 2025 and 2024, selling and marketing expense decreased by $(0.7) million, or (32.6)%, from $2.1 million in 2024 to $1.4 million in 2025. The decrease is attributable primarily to a $0.3 million decrease in media spend in both the US and Europe markets, and a $0.4 million decrease in staff related costs (inclusive of a $0.2 million decrease in stock based-compensation).

Other Non-Operating Income


	Three Months Ended March 31,
	2025		2024		% Change
	(in thousands, except percentages)
Interest income, net	$	1,321	$	2,072
Change in fair value of warrant liabilities	2,752		3,478

Total other non-operating income	$	4,073	$	5,550	(26.6)%

For the three months ended March 31, 2025, total other non-operating income consisted of $1.3 million interest income, attributable to our short-term investments and our money market funds; and $2.8 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

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For the three months ended March 31, 2024, total other non-operating income consisted of $2.1 million interest income, attributable to our short-term investments and our money market funds; and $3.5 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Segment Results of Operations

We operate our business as two reportable segments - Passenger and Medical. For additional information about our segments, see Note 4 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report.

Segment Revenue and Segment Adjusted EBITDA

The following table presents our segment results for the periods indicated:




	Three Months Ended March 31,
			2025			2024			% Change
		(in thousands, except percentages)
Segment Revenue
Passenger			$	18,358		$	15,488		18.5	%
Medical			35,948			36,026			(0.2)	%
Total revenue			$	54,306		$	51,514		5.4	%

Segment Adjusted EBITDA
Passenger			$	54		$	(2,651)		NM(4)
Medical			4,098			4,409			(7.1)	%
Adjusted unallocated corporate expenses and software development (1)			(5,390)			(5,304)			1.6	%
Total Adjusted EBITDA (2)			$	(1,238)		$	(3,546)		(65.1)	%


Segment Adjusted EBITDA Margin (3)
Passenger			0.3		%	(17.1)		%
Medical			11.4		%	12.2		%
Adjusted EBITDA Margin (3)			(2.3)		%	(6.9)		%










(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations. (2) Total Adjusted EBITDA is a non-GAAP measure. See section titled “Reconciliations of Non-GAAP Financial Measures” below for more information and reconciliations to the most directly comparable GAAP financial measure. (3) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Segment Adjusted EBITDA is defined as segment Adjusted EBITDA as a percentage of segment revenue. (4) Percentage not meaningful.

Passenger Segment

For the three months ended March 31, 2025 and 2024, Passenger revenue increased by $2.9 million, or 18.5%, from $15.5 million in 2024 to $18.4 million in 2025. The increase was attributable to a $3.4 million increase in Jet and Other partially offset by a $(0.5) million decrease in Short Distance. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended March 31, 2025 and 2024—Revenue” for more details.

Passenger Adjusted EBITDA improved by $2.7 million for the three months ended March 31, 2025 from $(2.7) million in the same period of 2024 to $0.1 million in 2025. This improvement was primarily driven by higher revenue combined with lower cost of revenue as a percentage of revenue in Europe and Jet charter, contributing a $1.9 million improvement. An additional $0.7 million improvement was driven by lower sales and general and administrative expenses, primarily reflecting a $0.5 million reduction in staff-related costs.

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Medical Segment

For the three months ended March 31, 2025 and 2024, Medical revenue decreased by $(0.1) million, or 0.2%, from $36.0 million in 2024 to $35.9 million in 2025. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended March 31, 2025 and 2024—Revenue” for more details.

Medical Adjusted EBITDA decreased by $0.3 million, or (7.1)%, for the three months ended March 31, 2025 from $4.4 million in the same period of 2024 to $4.1 million in 2025. The decrease is largely attributable to lower utilization of our owned fleet, driven by increased maintenance downtime relative to the prior year period.

Consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin, and Flight Margin

The following table presents our consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin and Flight Margin results:




	Three Months Ended March 31,
			2025			2024			% Change
		(in thousands, except percentages)
Net Loss			$	(3,493)		$	(4,234)		(17.5)	%
Adjusted EBITDA(1)			$	(1,238)		$	(3,546)		(65.1)	%
Gross Profit			$	8,093		$	5,852		38.3	%
Flight Profit(1)			$	11,978		$	10,139		18.1	%
Gross Margin			14.9		%	11.4		%
Flight Margin(1)			22.1		%	19.7		%

(1) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.

Comparison of the Three Months Ended March 31, 2025 and 2024

Net loss improved by $0.7 million for the three months ended March 31, 2025 from $(4.2) million in the same period of 2024 to $(3.5) million in 2025. See Results of Operations for further discussion.

Adjusted EBITDA improved by $2.3 million for the three months ended March 31, 2025 from $(3.5) million in the same period of 2024 to $(1.2) million in 2025. The improvement is attributable to an Adjusted EBITDA improvement of $2.7 million in Passenger, partially offset by reductions in Medical of $0.3 million and in Adjusted unallocated corporate costs and software development of $0.1 million.

Gross Profit increased by $2.2 million for the three months ended March 31, 2025 from $5.9 million in the same period of 2024 to $8.1 million in 2025. Flight Profit increased by $1.8 million, or 18%, for the three months ended March 31, 2025 from $10.1 million in the same period of 2024 to $12.0 million in 2025, attributable to a 5.4% increase in revenue coupled with higher Flight Margin (as discussed below).

Gross Margin increased from 11.4% in the three months ended March 31, 2024 to 14.9% in the same period of 2025. Flight Margin increased from 19.7% in the three months ended March 31, 2024 to 22.1% in the same period of 2025, attributable primarily to: (i) revenue growth in Europe Short Distance that exceeded cost increases due to operational leverage following the restructuring implemented in October 2024; (ii) improved performance in the jet charter product; and (iii) the discontinuation of Canada in August 2024, which operated with a low flight margin.

Reconciliation of Non-GAAP Financial Measures

Certain non-GAAP measures included in this report have been derived from amounts calculated in accordance with GAAP but are not themselves GAAP measures. Blade believes that the non-GAAP measures discussed below, viewed in addition to and not in lieu of our reported U.S. GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. These include Adjusted

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EBITDA, Flight Profit and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.

Adjusted EBITDA

Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods. The Company believes the presentation of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue are relevant and useful for investors because it allows investors to view our performance in the same manner as the primary method used by management to evaluate performance and make decisions about allocating resources.


	Three Months Ended March 31,
		2025			2024
		(in thousands, except percentages)
Net loss		$	(3,493)		$	(4,234)
Add (deduct):
Depreciation and amortization		1,697			1,594
Stock-based compensation		4,211			4,543

Change in fair value of warrant liabilities		(2,752)			(3,478)

Interest income		(1,321)			(2,072)
Income tax benefit		(17)			(84)
Legal and regulatory advocacy fees (1)		358			123









Other (2)		79			62
Adjusted EBITDA		$	(1,238)		$	(3,546)
Revenue		$	54,306		$	51,514
Adjusted EBITDA as a percentage of revenue		(2.3)		%	(6.9)		%

(1) Includes legal advocacy fees that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business. For the three months ended March 31, 2025 and 2024 these costs were related primarily to the Drulias lawsuit (see “— Legal and Environmental” within Note 7).

(2) For the three months ended March 31, 2025, Other includes M&A transaction costs and legal costs in connection with the reorganization of Blade Europe. For the three months ended March 31, 2024, Other represents M&A transaction costs.

Flight Profit and Flight Margin

Flight Profit is calculated as revenue less cost of revenue. Flight Margin is calculated as Flight Profit divided by revenue. Flight Profit and Flight Margin are measures that management uses to assess the performance of the business. Blade believes that Flight Profit and Flight Margin provide a useful measure of the profitability of the Company’s flight and ground operations, as they focus solely on the non-discretionary direct costs associated with generating revenue such as third-party variable costs and costs of owning and operating Blade’s owned aircraft.

Gross Profit and Gross Margin

Gross Profit, which is the most directly comparable GAAP financial measure to Flight Profit, is calculated as revenue less cost of revenue and other costs directly related to revenue generating transactions, including credit card processing fees, real estate depreciation and intangibles amortization, direct staff costs including stock-based compensation, commercial costs and establishment costs. Gross Margin is calculated as Gross Profit divided by revenue. The reconciliation of Gross Profit to Flight Profit can be found in the table below.

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Reconciliation of Gross Profit to Flight Profit




	Three Months Ended March 31,
		2025			2024
		(in thousands, except percentages)
Revenue		$	54,306		$	51,514
Less:
Cost of revenue (1)		42,328			41,375
Depreciation and amortization (2)		758			1,240
Stock-based compensation		41			78
Other (3)		3,086			2,969
Gross Profit		$	8,093		$	5,852
Gross Margin		14.9		%	11.4		%

Gross Profit		$	8,093		$	5,852
Reconciling items:
Depreciation and amortization (2)		758			1,240
Stock-based compensation		41			78
Other (3)		3,086			2,969
Flight Profit		$	11,978		$	10,139
Flight Margin		22.1		%	19.7		%

(1) Cost of revenue consists of flight costs paid to operators of aircraft and vehicles, landing fees, depreciation of aircraft and vehicles, operating lease cost, internal costs incurred in generating organ ground transportation revenue using the Company’s owned vehicles and costs of operating our owned aircraft including fuel, management fees paid to the operator, maintenance costs and pilot salaries.

(2) Represents real estate depreciation and intangibles amortization included within general and administrative.

(3) Other costs include credit card processing fees, direct staff costs (primarily customer facing, logistics and coordination), commercial costs and establishment costs.

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Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2025 and December 31, 2024, we had total liquidity of $120.0 million and $127.1 million, respectively, consisting of cash and cash equivalents of $34.8 million and $18.4 million, respectively, and short-term investments of $85.2 million and $108.8 million, respectively. In addition, as of March 31, 2025 and December 31, 2024, we had restricted cash of $0.9 million and $1.3 million, respectively. As of March 31, 2025, $85.2 million of short-term investments consisted of securities that are traded in highly liquid markets.

With $120.0 million of total liquid funds as of March 31, 2025, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date of filing this Quarterly Report.

Liquidity Requirements

As of March 31, 2025, the Company had net working capital of $130.4 million, cash and cash equivalents of $34.8 million and short-term investments of $85.2 million. The Company had net losses of $3.5 million and $4.2 million for the three months ended March 31, 2025 and 2024, respectively.

In the course of our business, we have certain contractual relationships with third-party aircraft operators pursuant to which we may be contingently required to make payments in the future. As of March 31, 2025, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees of $4.9 million and $6.1 million for the years ending December 31, 2025 and 2026, respectively. See “—Capacity Purchase Agreements” within Note 7 to the unaudited interim condensed consolidated financial statements for additional information and for information about future periods. Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $1.6 million and $2.1 million for the years ending December 31, 2025 and 2026, respectively.

We have non-cancellable commitments which primarily relate to cloud services and other items in the ordinary course of business. The amounts are determined based on the non-cancellable quantities to which we are contractually obligated. In December 2023, the Company entered into a technology service agreement with a vendor for cloud computing services where we are committed to spend $0.6 million and $1.6 million for the years ending December 31, 2025 and 2026, respectively.

On March 20, 2024, we announced that our Board of Directors had authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $20.0 million of the Company's common stock, exclusive of any fees, commissions or other expenses related to such repurchases. No shares were repurchased in the quarter ended March 31, 2025. As of March 31, 2025, there remains a potential repurchase capacity of approximately $19.8 million under the stock repurchase program that was announced on March 20, 2024. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash. Our stock repurchases have been funded with cash on hand and we intend to continue funding future repurchases with existing cash.

Based on our current liquidity, we believe that no additional capital will be needed to execute our current business plan over the next 12 months. Our longer term liquidity requirement will depend on many factors including the pace of our expansion into new markets, our ability to attract and retain customers for our existing products, capital expenditures and acquisitions.

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Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Net cash used in operating activities	$	(246)	$	(15,551)
Net cash provided by investing activities	20,407		24,562
Net cash (used in) / provided by financing activities	(4,246)		54
Effect of foreign exchange rate changes on cash balances	126		(26)
Net increase in cash and cash equivalents and restricted cash	$	16,041	$	9,039

Cash Used In Operating Activities

For the three months ended March 31, 2025, net cash used in operating activities was $0.2 million, driven by a net loss of $3.5 million and $0.7 million of cash provided by working capital, adjusted for non-cash items consisting of stock-based compensation expense of $4.2 million, depreciation and amortization of $1.7 million, non-cash accretion of interest income on held-to-maturity securities of $0.7 million and income from change in fair value of warrant liabilities of $2.8 million. The $0.7 million of cash provided by working capital was primarily driven by a decrease in prepaid expenses and other current assets of $2.3 million, driven by VAT refunds and decrease in prepaid operator payments, and an increase in deferred revenue of $1.3 million attributable to customer prepayments; partially offset by a decrease in accounts payable and accrued expenses of $2.3 million, driven by the payment of the 2024 short term incentive plan and an increase in accounts receivable of $0.5 million.

For the three months ended March 31, 2024, net cash used in operating activities was $15.6 million, driven by a net loss of $4.2 million and $12.2 million of cash used for working capital requirements, adjusted for non-cash items consisting of stock-based compensation expense of $4.3 million, depreciation and amortization of $1.6 million, non-cash accretion of interest income on held-to-maturity securities of $1.5 million, income from change in fair value of warrant liabilities of $3.5 million, and a deferred tax benefit of $0.1 million. The $12.2 million cash used for working capital was primarily driven by a decrease in accounts payable and accrued expenses of $10.2 million, driven by the cash payment for the Trinity contingent consideration compensation and for the 2023 short term incentive plan, an increase in accounts receivable of $2.6 million (attributable to the revenue growth in the Medical segment), and an increase in prepaid expenses and other current assets of $0.4 million, driven by prepayments made to operators in connection with capacity purchase agreements; partially offset by an increase in deferred revenue of $1.2 million (driven by client prepayments).

Cash Provided by Investing Activities

For the three months ended March 31, 2025, net cash provided by investing activities was $20.4 million, driven by $107.8 million of proceeds from maturities of held-to-maturity investments, offset by $84.2 million in purchases of held-to-maturity investments, $2.6 million in purchases of property and equipment, consisting primarily of a spare engine and aircraft related capitalized maintenance costs for our fleet, and $0.5 million in capitalized software development costs.

For the three months ended March 31, 2024, net cash provided by investing activities was $24.6 million, driven by $102.7 million of proceeds from maturities of held-to-maturity investments offset by $77.1 million in purchases of held-to-maturity investments, $0.8 million in purchases of property and equipment, consisting of leasehold improvements and furniture and fixtures for new office space in Arizona used by the Medical segment, and purchase of vehicles used in generating revenue by the Medical segment, and $0.3 million in capitalized software development costs.

Cash (Used In) / Provided by Financing Activities

For the three months ended March 31, 2025, net cash used in financing activities was $4.2 million, driven by $4.3 million cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company (“net share settlement”).

For the three months ended March 31, 2024, net cash provided by financing activities was $0.1 million, primarily reflecting proceeds from the exercise of stock options.

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Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us 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 the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

For information on the Company’s significant accounting policies and estimates refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these policies and estimates as of March 31, 2025.

Item 3. Quantitative and qualitative disclosures about market risk

There have been no material changes in market risk from the information provided in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q.

Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See “—Legal and Environmental” within Note 7 to the unaudited interim condensed consolidated financial statements in Part I, Item 1 for information on legal proceedings.

Item 1A. Risk Factors

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. These risks could materially affect our business, results of operations or financial condition, cause the trading price of our common stock to decline materially or cause our actual results to differ materially from those expected or those expressed in any forward-looking statements made by, or on behalf of, the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other information

None.

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Item 6. Exhibits


Exhibit No.						Description


3.1(1)						Second Amended and Restated Certificate of Incorporation of Blade Air Mobility, Inc.
3.2(2)						Amended and Restated Bylaws of Blade Air Mobility, Inc.











10.1*						Form of Performance-Based Restricted Stock Unit Award Agreement Pursuant to the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan+

31.1*						Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*(3)						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2*(3)						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS*						Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”)
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

_______________________________

*Filed herewith

+ Denotes a management contract or compensatory arrangement

(1)Incorporated by reference to Exhibit 3.1 of our Form 8-K (file number 001-39046) filed on May 13, 2021.

(2)Incorporated by reference to Exhibit 3.2 of our Form 8-K (file number 001-39046) filed on May 13, 2021.

(3)This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BLADE AIR MOBILITY, INC.

Date: May 12, 2025	By:	/s/ Robert S. Wiesenthal
	Name:	Robert S. Wiesenthal
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 12, 2025	By:	/s/ William A. Heyburn
	Name:	William A. Heyburn
	Title:	Chief Financial Officer (Principal Financial Officer)

Date: May 12, 2025	By:	/s/ Amir M. Cohen
	Name:	Amir M. Cohen
	Title:	Chief Accounting Officer (Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
2/26/2025	$6.50	Buy	Lake Street
7/18/2023	$13.00	Buy	Ladenburg Thalmann
7/17/2023	$13.00	Buy	Ladenburg Thalmann
9/28/2021	$14.00	Outperform	Oppenheimer
9/9/2021	$16.00	Overweight	JP Morgan
9/2/2021	$15.00	Buy	Deutsche Bank
9/1/2021	$15.00	Buy	Deutsche Bank
8/26/2021	$14.00	Outperform	Credit Suisse

SEC Form 10-Q filed by Blade Air Mobility Inc.

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