Blade Air Mobility Inc

FORM 10-K

TABLE OF CONTENTS

NOTE REGARDING FORWARD–LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K 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 which could impact our Medical segment revenue;

•competition from providers with proprietary organ preservation technology or additional capabilities could impact our Medical segment;

•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 this Annual Report, 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 as a result of developments occurring after the date of this Annual Report on Form 10-K.

Unless the context indicates otherwise, references in this Annual Report on Form 10-K to the “Company”, “Blade”, “we”, “us”, “our”, and similar terms refer to Blade Air Mobility, Inc.