Blade Air Mobility, Inc.

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.