Strata Critical Medical, Inc.: Form 10-Q for the period ended Jun 30, 2025

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;
• the impact of the recently announced sale of our Passenger business, our ability to successfully complete such sale on a timely basis or at all, and any inability to realize the anticipated benefits of such transaction;
• 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;

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 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.

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):

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.

Sale of Passenger business

On August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) among the Company, Trinity Medical Intermediate II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Blade Urban Air Mobility, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Joby Aviation, Inc., a Delaware corporation (“Joby Aviation”), and Joby Aero, Inc., a Delaware corporation and wholly owned subsidiary of Joby Aviation (the “Joby Buyer”), pursuant to which, following a series of restructuring activities designed to separate Blade’s Passenger business from the rest of the Company’s businesses, the Joby Buyer will acquire the Blade Passenger business. The Passenger business acquired by the Joby Buyer pursuant to the Purchase Agreement shall consist of Blade’s business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services. The consideration to be paid to the Company will be comprised of up to $125 million in cash or shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”), at the Joby Buyer’s option, of which the Company will receive $90 million upon the consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to certain adjustments and customary indemnity holdbacks as described in the Purchase Agreement, and up to $35.0 million (the “earn out”) to be received upon the satisfaction of certain employee retention and financial performance targets described in the Purchase Agreement during the 18 and 12 months, respectively, following the Closing. The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the date of Closing or, with respect to the earn out, the applicable measurement dates described in the Purchase Agreement. The consummation of the transactions contemplated by the Purchase Agreement, including the transactions contemplated by certain ancillary agreements described therein are subject to the satisfaction or waiver of certain closing conditions.

The sale, if consummated, is expected to qualify as a discontinued operation under ASC 205-20 and would be reflected as such in future financial statements upon closing. The Passenger business acquired by the Joby Buyer includes all operations currently reported within the Passenger segment, as well as certain assets and activities currently reported within unallocated corporate expenses and software development. These include certain software development personnel, Company CEO related costs and headquarter lease costs.

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:

(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 and six months ended June 30, 2024, which Seats Flown in Canada amounted to 15,222 and 29,342, respectively.

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 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 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 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 second and third quarters of each fiscal year due to the busy summer travel season, with lower volume during the first and fourth quarter.

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, vehicles and machinery and equipment, 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.

Software Development

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

General and Administrative

General and administrative expenses consist primarily of 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 unaudited interim condensed consolidated statements of operations for the periods indicated:

(in thousands)

29

Revenue

Disaggregated revenue by product line was as follows:

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024, revenue increased by $2.9 million or 4.2%, from $67.9 million in 2024 to $70.8 million in 2025.

Short Distance revenue decreased by $(3.7) million or (17.8)%, from $20.9 million in 2024 to $17.2 million in 2025. The decrease in Short Distance was primarily driven by the termination of our Canada routes in August 2024 for a $2.7 million decrease and lower demand in US Short Distance for a $1.8 million decrease. This was partially offset by increased demand in Europe for a $0.6 million increase, which was attributable to the reorganization of the sales team in the fourth quarter of 2024.

Jet and Other revenue decreased by $(0.2) million or (2.3)% from $8.7 million in 2024 to $8.5 million in 2025.

MediMobility Organ Transport revenue increased by $6.8 million or 17.6% from $38.3 million in 2024 to $45.1 million in 2025 with significant increases in flight hours, ground, TOPS and other revenue. The increase in flight hours was primarily driven by two new contracted customers during the quarter.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024, revenue increased by $5.6 million or 4.7%, from $119.5 million in 2024 to $125.1 million in 2025.

Short Distance revenue decreased by $(4.2) million or (13.8)% from $30.7 million in 2024 to $26.5 million in 2025. The decrease in Short Distance was primarily driven by the termination of our Canada routes in August 2024 for a $5.3 million decrease, as well as lower demand in US Short Distance for a $1.7 million decrease. This was partially offset by increased demand in Europe for a $2.5 million increase, attributable to the reorganization of the sales team in the fourth quarter of 2024 and better weather conditions in the first quarter of 2025 compared with the prior year period.

Jet and Other revenue increased by $3.2 million or 22.3% from $14.4 million in 2024 to $17.6 million in 2025. This increase was primarily driven by growth in jet charters both through higher volumes and higher revenue per flight.

MediMobility Organ Transport revenue increased by $6.7 million or 9.0% from $74.4 million in 2024 to $81.1 million in 2025 with increases in flight hours, ground, TOPS and other revenue. The increase in flight hours was primarily driven by new customers added during the second quarter.

Cost of Revenue

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024, cost of revenue increased by $1.5 million, or 2.9% from $51.6 million during 2024 to $53.1 million in 2025, primarily driven by increased revenue.

Cost of revenue as a percentage of revenues decreased by 1 percentage point from 76% in 2024 to 75% in 2025 driven by revenue growth in Europe Short Distance that exceeded cost increases due to operational leverage following the reorganization implemented in the fourth quarter of 2024. This was partially offset by reduced US Short Distance demand and load factors and elevated maintenance and pilot costs relative to the prior year period for our owned fleet utilized by the Medical segment.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024, cost of revenue increased by $2.4 million or 2.6%, from $93.0 million during 2024 to $95.4 million during 2025 driven by increased revenue.

Cost of revenue as a percentage of revenues decreased by 2 percentage points from 78% in 2024 to 76% in 2025 driven by: (i) revenue growth in Europe Short Distance that exceeded cost increases due to operational leverage following the reorganization implemented in the fourth quarter of 2024; (ii) higher jet charter volumes; and (iii) the discontinuation of Canada in August 2024, which operated with a high cost of revenue to revenue ratio. This was partially offset by reduced US Short Distance demand and load factors, owned fleet elevated maintenance downtime in the first quarter and elevated maintenance and pilot costs in the second quarter, relative to the prior year period.

Software Development

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024, software development costs decreased by $(0.1) million, or (5.8)%, from $1.0 million during 2024 to $0.9 million in 2025, primarily driven by lower spending on independent contractors partially offset by higher capitalized software amortization costs.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024, software development costs increased by $0.1 million, or 5.2%, from $1.6 million during 2024 to $1.7 million during 2025, primarily driven by higher capitalized software amortization costs, partially offset by lower spending on independent contractors and a shift in development activities toward less app maintenance efforts (the costs of which are expensed as incurred).

General and Administrative

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024, general and administrative expense decreased by $(5.0) million, or (19.9)%, from $25.1 million during 2024 to $20.1 million in 2025.

The primary drivers for the decrease were a $5.8 million impairment charge of the exclusive rights to air transportation services associated with Blade Canada during the prior year and a $0.3 million decrease in intangibles amortization costs. These were partially offset by: (i) a $0.6 million increase in professional fees primarily driven by the Sale of Passenger business; (ii) a $0.3 million increase in expenses related to owned aircraft, including pilot training, hangar costs and insurance, as we added more aircraft compared to prior year period; and (iii) 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.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024, general and administrative expense decreased by $(4.9) million or (11.5)%, from $42.3 million during 2024 to $37.5 million in 2025.

The primary drivers for the decrease were a $5.8 million impairment charge of the exclusive rights to air transportation services associated with Blade Canada during the prior year and a $0.9 million decrease in intangibles amortization costs. These were partially offset by: (i) a $1.2 million increase in expenses related to owned aircraft, including pilot training, hangar costs and insurance. The year-over-year rise reflects six months of activity in 2025 versus only three months in 2024, as the program launched in April 2024; (ii) a $0.5 million increase in professional fees primarily driven by the Sale of Passenger business; and (iii) a $0.5 million increase in legal and regulatory advocacy fees primarily related to the Drulias lawsuit discussed in “— Legal and Environmental” within Note 7.

Selling and Marketing

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024, selling and marketing expense decreased by $(0.8) million, or (31.8)%, from $2.4 million during 2024 to $1.6 million in 2025. The decrease is attributable primarily to a $0.5 million decrease in media spend in both the US and Europe markets, and a $0.3 million decrease in stock based-compensation costs attributable to the Passenger segment.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024, selling and marketing expense decreased by $(1.5) million, or (32.2)%, from $4.5 million during 2024 to $3.1 million in 2025. The decrease is attributable primarily to a $0.8 million decrease in media spend and a $0.7 million decrease in staff related costs (inclusive of a $0.5 million decrease in stock based-compensation costs) attributable to the Passenger segment.

Other Non-Operating income

(in thousands, except percentages)

Comparison of the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025, total other non-operating income consisted of: (i) $1.2 million interest income, attributable to our short-term investments and our money market funds in the current year period, lower interest income is attributable to lower invested balances compared to the prior year period; and (ii) $0.1 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

For the three months ended June 30, 2024, total other non-operating income consisted of: (i) $1.8 million interest income, attributable to our short-term investments and our money market funds; and (ii) $0.9 million non-cash loss due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Comparison of the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025, total other non-operating income consists of: (i) $2.5 million interest income, attributable to our short-term investments and our money market funds in the current year period, lower interest income is attributable to lower invested balances compared to the prior year period;; and (ii) $2.8 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

For the six months ended June 30, 2024, total other non-operating income consisted of: (i) $3.9 million interest income, attributable to our short-term investments and our money market funds; and (ii) $2.6 million non-cash gain 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 in this Quarterly Report on Form 10-Q.

Segment Revenue and Segment Adjusted EBITDA

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

(in thousands, except percentages)

Passenger Segment

For the three months ended June 30, 2025 and 2024, Passenger revenue decreased by $(3.9) million or (13.2)%, from $29.6 million in 2024 to $25.7 million in 2025. The decrease was attributable to a $3.7 million decrease in Short Distance and a $0.2 million decrease in Jet and Other. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended June 30, 2025 and 2024—Revenue” for more details.

Passenger Adjusted EBITDA improved by $1.6 million or 205.5% for the three months ended June 30, 2025 from $0.8 million in the same period of 2024 to $2.4 million in 2025. This improvement was primarily driven by stronger performance in Europe, reflecting higher revenue and lower cost of revenue as a percentage of revenue, partially offset by lower US Short Distance revenues. $1.1 million improvement was attributable to lower selling, general and administrative expenses, primarily reflecting a reduction in selling and marketing expenses.

For the six months ended June 30, 2025 and 2024, Passenger revenue decreased by $(1.0) million or (2.3)% from $45.1 million in 2024 to $44.1 million in 2025. The decrease was attributable to a $4.2 million decrease in Short Distance that was partially offset by a $3.2 million increase in Jet and Other. Refer to the disaggregated revenue discussion above under “—Comparison of the Six Months Ended June 30, 2025 and 2024—Revenue” for more details.

Passenger Adjusted EBITDA improved by $4.3 million for the six months ended June 30, 2025 from $(1.9) million in the same period of 2024 to $2.4 million in 2025. $2.3 million improvement was driven by stronger performance in Europe, reflecting higher revenue and lower cost of revenue as a percentage of revenue, as well as the termination of our Canada routes. An additional $1.9 million improvement was attributable to lower selling, general and administrative expenses, primarily reflecting a reduction of $1.1 million in staff-related costs and a reduction of $0.7 million in marketing expense.

Medical Segment

For the three months ended June 30, 2025 and 2024, Medical revenue increased by $6.8 million or 17.6%, from $38.3 million in 2024 to $45.1 million in 2025. Refer to the disaggregated revenue discussion above under “—Comparison of the Three Months Ended June 30, 2025 and 2024—Revenue” for more details.

Medical Adjusted EBITDA increased by $0.5 million or 9.3%, for the three months ended June 30, 2025 from $5.5 million in the same period of 2024 to $6.0 million in 2025. The increase is mostly attributable to revenue growth during the quarter, partially offset by higher pilot salaries and maintenance expenses related to the owned fleet compared to the prior year period, and a $0.5 million increase in fixed costs and commissions.

For the six months ended June 30, 2025 and 2024, Medical revenue increased by $6.7 million or 9.0%, from $74.4 million in 2024 to $81.1 million in 2025. Refer to the disaggregated revenue discussion above under “—Comparison of the Six Months Ended June 30, 2025 and 2024—Revenue” for more details.

Medical Adjusted EBITDA increased by $0.2 million or 2.1%, for the six months ended June 30, 2025 from $9.9 million in the same period of 2024 to $10.1 million in 2025. The increase is mostly attributable to revenue growth during the quarter, partially offset by higher pilot salaries and maintenance expense related to the owned fleet compared to the prior year period and a $0.5 million increase in fixed costs.

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:

(in thousands, except percentages)

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

(2) Percentage not meaningful.

Comparison of the Three Months Ended June 30, 2025 and 2024

Net Loss improved by $7.6 million for the three months ended June 30, 2025 from $11.3 million in the same period of 2024 to $3.7 million in 2025. See Results of Operations for further discussion.

Adjusted EBITDA improved by $2.2 million for the three months ended June 30, 2025 from $1.0 million in the same period of 2024 to $3.2 million in 2025. The improvement is attributable to Adjusted EBITDA improvements in both Passenger and Medical for $1.6 million and $0.5 million, respectively, and an improvement in Adjusted unallocated corporate costs and software development of $0.1 million.

Gross Profit increased by $1.6 million for the three months ended June 30, 2025 from $11.3 million in the same period of 2024 to $12.9 million in 2025.

Flight Profit increased by $1.4 million or 8.5% for the three months ended June 30, 2025 from $16.4 million in the same period of 2024 to $17.7 million in 2025 attributable to a 4.2% increase in revenue coupled with higher Flight Margin (as discussed below).

Gross Margin increased from 16.7% in the three months ended June 30, 2024 to 18.2% in the same period of 2025.

Flight Margin increased from 24.1% in the three months ended June 30, 2024 to 25.1% 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 reorganization implemented in October 2024; and (ii) the discontinuation of Canada in August 2024, which operated with a low flight margin. This was partially offset by reduced US Short Distance demand and load factors and elevated maintenance and pilot costs relative to the prior year period for our owned fleet utilized by the Medical segment.

Comparison of the Six Months Ended June 30, 2025 and 2024

Net Loss improved by $8.3 million for the six months ended June 30, 2025 from $(15.6) million in the same period of 2024 to $(7.2) million in 2025. See Results of Operations for further discussion.

Adjusted EBITDA improved by $4.5 million for the six months ended June 30, 2025 from $(2.6) million in the same period of 2024 to $2.0 million in 2025. The improvement is attributable to an Adjusted EBITDA improvement in Passenger and Medical of $4.3 million and $0.2 million, respectively.

Gross Profit increased by $3.8 million for the six months ended June 30, 2025 from $17.2 million in the same period of 2024 to $21.0 million in 2025.

Flight Profit increased by $3.2 million or 12.2% for the six months ended June 30, 2025 from $26.5 million in the same period of 2024 to $29.7 million in 2025 attributable to a 4.7% increase in revenue coupled with higher Flight Margin (as discussed below).

Gross Margin increased from 14.4% in the six months ended June 30, 2024 to 16.8% in the same period of 2025.

Flight Margin increased from 22.2% in the six months ended June 30, 2024 to 23.8% 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 reorganization 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. This was partially offset by reduced US Short Distance demand and load factors and elevated maintenance and pilot costs relative to the prior year period for our owned fleet utilized by the Medical segment.

Reconciliation of Non-GAAP Financial Measures

Certain non-GAAP measures included in this segment results of operations review 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 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.

(in thousands, except percentages)

(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 and six months ended June 30, 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 June 30, 2025, Other primarily includes professional fees in connection with the Sale of Passenger business. For the three months ended June 30, 2024, Other includes M&A professional fees. For the six months ended June 30, 2025, Other primarily includes professional fees in connection with the Sale of Passenger business and restructuring costs associated with the reorganization of Blade Europe. For the six months ended June 30, 2024, Other includes M&A professional fees.

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, depreciation and 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 Revenue to Gross Profit and Gross Profit to Flight Profit can be found in the table below.

Reconciliation of Revenue to Gross Profit and Gross Profit to Flight Profit

(in thousands, except percentages)

(1) Cost of revenue consists of flight costs paid to operators of aircraft and vehicles, landing fees, depreciation of aircraft, vehicles and machinery and equipment, 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.

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, 2025 and December 31, 2024, we had total liquidity of $113.4 million and $127.1 million, respectively, consisting of cash and cash equivalents of $58.8 million and $18.4 million, respectively, and short-term investments of $54.7 million and $108.8 million, respectively. In addition, as of June 30, 2025 and December 31, 2024, we had restricted cash of $1.6 million and $1.3 million, respectively. As of June 30, 2025, $54.7 million of short-term investments consisted of securities that are traded in highly liquid markets.

With $113.4 million of total liquid funds as of June 30, 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. Although we have not historically sought external sources of financing to help fund our operational needs, we may in the future seek to take advantage of market opportunities to obtain financing on terms we deem attractive.

Liquidity Requirements

As of June 30, 2025, the Company had net working capital of $130.2 million, cash and cash equivalents of $58.8 million and short-term investments of $54.7 million. The Company had net losses of $7.2 million and $15.6 million for the six months ended June 30, 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 June 30, 2025, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees of $6.3 million and $7.6 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 $1.1 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 the remaining spend of $0.4 million and $1.6 million for the years ending December 31, 2025 and 2026, respectively.

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.

Cash Flows

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

(in thousands)

Cash Used In Operating Activities

For the six months ended June 30, 2025, net cash used in operating activities was $3.3 million, driven by a net loss of $7.2 million and $5.2 million of cash used for working capital requirements, adjusted for non-cash items consisting of stock-based compensation expense of $9.6 million, depreciation and amortization of $3.5 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 $2.8 million and certain other non-cash charges totaling $0.4 million. The $5.2 million of cash used for working capital was primarily driven by an increase in accounts receivable of $6.8 million, reflecting growth in the Medical segment and seasonal trends in the Passenger segment; a $1.7 million increase in prepaid expenses and other current assets driven by higher prepaid operator payments and medical accrued revenue; partially offset by a $2.3 million increase in deferred revenue attributable to customer prepayments and a $0.9 million increase in accounts payable and accrued expenses.

For the six months ended June 30, 2024, net cash used in operating activities was $7.1 million, driven by a net loss of $15.6 million and $5.6 million of cash used for working capital requirements, adjusted for non-cash items consisting of stock-based compensation expense of $10.0 million, impairment of intangible assets of $5.8 million, depreciation and amortization of $3.2 million, non-cash accretion of interest income on held-to-maturity securities of $2.3 million and income from change in fair value of warrant liabilities of $2.6 million. The $5.6 million cash used for working capital was primarily driven by a decrease in accounts payable and accrued expenses of $7.5 million, driven by the cash payment for the Trinity contingent consideration compensation and for the 2023 short term incentive plan paid in March 2024 and an increase in accounts receivable of $7.0 million (attributable to the revenue growth in the Medical segment); partially offset by a decrease in prepaid expenses and other current assets of $6.0 million (driven by the utilization of $9.3 million of prepaid deposits under CPAs with M&N as part of the purchase of seven aircraft, partially offset by new prepayments made to operators in connection with new CPAs) and an increase in deferred revenue of $2.5 million (driven by Passenger client prepayments).

Cash Provided by Investing Activities

For the six months ended June 30, 2025, net cash provided by investing activities was $49.1 million, driven by $151.3 million of proceeds from maturities of held-to-maturity investments, offset by $96.4 million in purchases of held-to-maturity investments, $4.9 million in purchases of property and equipment, consisting primarily of a spare engine, aircraft related capitalized maintenance costs and machinery and equipment for our fleet, purchase of vehicles used in generating revenue by the Medical and Passenger segment, and $1.0 million in capitalized software development costs.

For the six months ended June 30, 2024, net cash provided by investing activities was $7.7 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, $17.0 million in purchases of property and equipment, consisting of the acquisition of seven aircraft to support the Medical business, 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 $1.1 million in capitalized software development costs.

Cash Used In Financing Activities

For the six months ended June 30, 2025, net cash used in financing activities was $5.4 million, driven by $5.5 million cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company (“net share settlement”); partially offset by $0.1 million of proceeds from the exercise of stock option.

For the six months ended June 30, 2024, net cash used in financing activities was $1.2 million, reflecting $1.0 million cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company (“net share settlement”) and $0.2 million in repurchases and retirement of common stock under a share repurchase program (expired on March 31, 2025); partially offset by $0.1 million of proceeds from the exercise of stock options.

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 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 June 30, 2025.

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.

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 June 30, 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.

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. Other than as described below, there were no material changes in the risk factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.

The inability to successfully complete the recently announced sale of our Passenger business on a timely basis or at all, and any inability to realize the anticipated benefits of such transaction, could negatively impact our stock price and our future business and financial results.

As previously announced, on August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) among the Company, Trinity Medical Intermediate II, Inc., Joby Aviation, Inc. and Joby Aero, Inc (the “Joby Buyer”) and the other parties thereto, pursuant to which, following a series of restructuring activities designed to separate Blade’s Passenger business from the rest of the Company’s businesses, the Joby Buyer will acquire the Blade Passenger business (the “Passenger Divestiture”). The consideration to be paid to the Company is comprised of up to $125 million in cash or shares of Joby Aviation’s common stock, at Joby Buyer’s option, of which the Company will receive $90 million upon the consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to certain adjustments and customary indemnity holdbacks as described in the Purchase Agreement, and up to $35.0 million to be received upon the satisfaction of certain employee retention and financial performance targets described in the Purchase Agreement during the 18 and 12 months, respectively, following the Closing. The consummation of the transactions contemplated by the Purchase Agreement, including the transactions contemplated by certain ancillary agreements described therein, is subject to the satisfaction or waiver of certain closing conditions. There can be no assurance that the Closing will occur on a timely basis or at all, or that we will receive the contingent consideration available to us in connection with the Passenger Divestiture following the Closing. There can also be no assurance that the proceeds from the Passenger Divestiture will exceed the profits that we could have generated if we had continued to own and operate the Blade Passenger business. Furthermore, the value of any shares of Joby Aviation’s common stock that are issued to us in the transaction may fluctuate and the trading price of such shares, and the proceeds that we may realize upon the sale of any such shares in the future, will be subject to risks associated with Joby Aviation’s business and common stock over which we have no control.

In addition, the Passenger Divestiture may disrupt our remaining businesses, be a distraction to our management, and be a complex and risky endeavor for which we may never realize the full anticipated benefits. The Passenger Divestiture may have an adverse impact on the price of our common stock to the extent investors believe the value of the consideration received in the transaction is not equivalent to the value of the assets divested. Accordingly, there can be no assurance that the transactions contemplated by the Purchase Agreement will be successfully completed, or that such transactions, if completed, will not have a material adverse effect on our business, results of operations, financial condition, prospects, and stock price.