Simpson Thacher & Bartlett llp

2475 hanover street
palo alto, ca 94304

telephone: +1-650-251-5000
facsimile: +1-650-251-5002

March 10, 2021

Suying Li

Joel Parker

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Experience Investment Corp. (the “Company”), and in connection with the registration statement on Form S-4 (the “Registration Statement”) filed on January 29, 2021 and Amendment No. 1 to the Registration Statement filed on March 10, 2021 (“Amendment No. 1”), we are providing the following responses to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Staff’s comments in its letter, dated February 26, 2021, relating to the Registration Statement (the “comment letter”). The Company has filed Amendment No. 1 in response to the comment letter, and to otherwise update its disclosure.

To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

NEW YORK        BEIJING       HONG KONG       HOUSTON       LONDON       LOS ANGELES        SÃO PAULO       TOKYO        WASHINGTON, D.C .

Form S-4

Cover page

In response to the Staff’s comment, the Company has revised its disclosure on page 3 of the letter to stockholders of EIC.

Summary of the Material Terms of the Transaction, page 4

In response to the Staff’s comment, the Company has revised its disclosure on the prospectus cover page and pages 4 and 7.

Questions and Answers, page 7

In response to the Staff’s comment, the Company has revised the disclosure on pages 10 and 128.

Summary, page 21

In response to the Staff’s comment, the Company has revised the disclosure on pages 21-22.

Blade Stockholder Support Agreements, page 23

The Company confirms that the support agreements entered into by Blade stockholders were entered into only by executive officers, directors, affiliates and holders of 5% or more of Blade voting equity securities, and that Blade will be soliciting consents from shareholders who have not signed the support agreements and would be ineligible to purchase in a private offering after the Registration Statement is declared effective by the Securities and Exchange Commission.

In response to the Staff’s comment, the Company has revised its disclosure on the prospectus cover page, the letter to EIC stockholders and pages 19, 23, 87, 109 and 130.

Interests of Certain Persons in the Business Combination, page 28

In response to the Staff’s comment, the Company has revised its disclosure on pages 9, 24, 29, 108, 130 and 243.

In response to the Staff’s comment, the Company has revised its disclosure on pages 29, 107-108 and 242-243.

Risks related to the Business Combination, page 33

In response to the Staff’s comment, the Company has revised its disclosure on page 34.

Background of the Transactions, page 88

In response to the Staff’s comment, the Company has revised the disclosure on page 91.

In response to the Staff’s comment, the Company has revised the disclosure on pages 92-96.

We respectfully acknowledge the Staff’s comment. We respectfully note for the Staff’s benefit that the financial models that were prepared and referenced in the Registration Statement were received from Blade and not an outside party and therefore Items 4(b) and 21(c) do not apply. We have revised the disclosure on page 92 to clarify this fact.

In response to the Staff’s comment, the Company has revised the disclosure on pages 92-96.

EIC’s Board of Directors’ Reasons for Approval of the Transactions, page 94

In response to the Staff’s comment, the Company has revised the disclosure on pages 104-106.

Development, approval and acceptance of EVA, page 188

In response to the Staff’s comment, the Company has revised its disclosure on pages 22 and 197. Additional disclosure about the governmental approvals required for EVA is provided in the Risk Factors section under the heading: “The EVA industry may not continue to develop, EVA may not be adopted by the market or our third-party aircraft operators, EVA may not be certified by transportation authorities or EVA may not deliver the expected reduction in operating costs, any of which could adversely affect our prospects, business, financial condition and results of operations.”

Well-known and Respected Brand, page 197

In response to the Staff’s comment, the Company has revised the disclosure on pages 209-210.

Beneficial Ownership Table, page 225

In response to the Staff’s comment, the Company has revised the disclosure on page 239-240.

Blade Urban Air Mobility, Inc., Audited Financial Statements

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition, page F-43

In response to the Staff’s comment, Blade has revised its revenue recognition accounting policy on page F-29-F-30 to describe that Blade’s unearned revenue from gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card and that unearned revenue from Blade’s monthly commuter pass and annual airport pass is recognized ratably over the term of the pass.

The objective of Blade’s disaggregated revenue disclosure is to provide the most useful information to users of its financial statements based on categories that are meaningful to Blade while at the same time depicting the nature, amount, timing, and uncertainty of revenues and cash flows as affected by economic factors in accordance with the requirements of ASC 606-10-55-89. Achieving this objective requires judgment, depends on various entity-specific and industry-specific factors and is not subject to a single prescribed factor as the basis for disaggregation.

With respect to the guidance in ASC 606, Blade believes providing disaggregated revenue by product line is the most meaningful representation of how Blade manages its business and has determined it is appropriate to combine MediMobility organ transplant and jet revenues based on the analysis below:

Nature and Amount

MediMobility organ transplant and jet revenues are generated through charter sales and are predominantly serviced using jet aircraft, whereby the entire aircraft is chartered by the customer. There are no predetermined routes or published rates for MediMobility organ transplant and jet services. Rather, services are bespoke, and pricing is variable based on the individual requirements of the charter, including the customer’s departure and destination locations, size of jet aircraft, repositioning requirements for hospitals, time of day and year, weather, etc. Due to the customization of MediMobility organ transplant and jet services and because aircraft availability must be confirmed before each charter can be booked, flights are sold over the phone instead of through the Blade mobile app. MediMobility organ transplant and jet services customers typically pay via wire transfer due to the prices of these services, and Blade’s purchase packs, gift cards, and seasonal passes generally do not apply to MediMobility organ transplant and jet services. Finally, both MediMobility organ transplant and jet services flights are generally long-distance, typically with segments greater than 150 miles.

Timing

For both MediMobility organ transplant and jet revenues, Blade’s primary performance obligation is to provide flight services. Blade recognizes revenue as travel occurs, and thus, timing is the same for both MediMobility organ transplant and jet revenues

Uncertainty

Uncertainty of revenue is not a distinguishing factor for either MediMobility organ transplant or jet revenues. While the customer base is different, they are similar in both the unpredictability of the demand for the service and desired route. When a service is scheduled, it is primarily for the entire aircraft and the route is typically long-distance.

Disclosures outside the financial statements

Within Blade’s Management’s Discussion and Analysis, Blade discusses the key business metric, seats flown – all flights, which includes seats occupied on all flights, whether sold by-the-seat or within a charter arrangement. In the Results of Operations section, Blade provides a discussion of disaggregated revenue by product lines to help describe the drivers of total revenue. The product lines in results of operations are presented as (1) Short distance flight services and (2) MediMobility organ transport and jet. Blade does not report amounts at a level disaggregated below product lines nor in any other method of disaggregation.

Information regularly reviewed by the Chief Operating Decision Maker (“CODM”)

Blade’s CODM is primarily focused on operating metrics, such as seats flown – all flights, consolidated financial performance measures, and disaggregated revenue measures by product lines presented as (1) Short distance flight services and (2) MediMobility organ transport and jet, as compared to forecast and prior year results.

Other information used to evaluate performance or resource allocation

Blade noted no other information, aside from the information discussed above, used to evaluate performance or resource allocation.

In determining Blade’s disclosure of revenue, including the combination of MediMobility organ transplant and jet services, Blade also considered ASC 606-10-55-91 and evaluated each potential category by which Blade could disaggregate revenue. When evaluating the potential categories into which to disaggregate revenue, the type of service, type of contract, timing of transfer of services, sales channels, and contract duration, indicated that MediMobility organ transplant and jet services should be combined, and the other categories do not have meaningful distinction within the structure of Blade’s business and revenue generation.

As such, Blade has concluded that the combination of MediMobility organ transplant and jet revenues in its disaggregated revenue disclosure is most appropriate to comply with ASC 606.

Note 9 - Stock-Based Compensation

Award Modification, page F-55

The Company respectfully acknowledges the Staff’s comment. The Company has revised its disclosure to identify the number of stock options modified. On July 28, 2020, Blade’s board of directors approved the issuance of 2,200,532 new options with an exercise price of $0.13 per share and the modification of 11,564,833 stock options to adjust the exercise price down to $0.13. Blade’s board of directors approved the option grant to incentivize Blade’s remaining employees to continue working for Blade despite what appeared at the time to be significant risk to the business model brought on by the COVID-19 pandemic and dramatic declines in travel.

Blade estimates the fair value of stock options using the Black Scholes option-pricing model with the following assumptions: fair value of Blade’s common stock, expected volatility, dividend rate, risk free interest rate and the expected life. Blade utilized a third party to determine the fair value of Blade’s common stock. The third-party valuation report prepared in connection with the July 2020 option grant and modification concluded that the fair value of Blade’s common stock was $0.13 per share. The valuation of the underlying common stock utilized a market approach of guideline comparable companies and transactions taking into account a discount for lack of marketability. This valuation report, dated May 13, 2020, identified a number of factors that depressed the valuation of the Blade’s common stock, including:

Blade obtained the third-party valuation report as part of its annual stock option grant approval process, which included collecting option allocations and dialog between management and the board of directors, followed by board approval of the option grants and the modification in July. No other valuation reports were obtained subsequent to the valuation report dated May 13, 2020. Additionally, there were no shared transactions with third parties during this period. However, on October 2, 2020, Blade received a draft non-binding term sheet from the Company and estimated the value of its common stock to be $7.28 per share, which represents the per share consideration implied by the equity value in such term sheet.  This equity value was not derived using a formal determination of fair value but was determined through discussions among the Company’s sponsor, the Blade board of directors and Blade’s senior management, and each of Blade’s and the Company’s financial advisors. Among the factors that were considered in estimating the $7.28 per share value were the following:

While the indicative value of common stock based on the term sheet is $7.28, we believe there is execution risk as to the close of the transaction such that the fair value of the common stock may be less. However, Blade believes the primary factors that explain the difference between the equity value implied by the Business Combination and the fair value of Blade’s common stock used for purposes of measuring the fair value of equity awards prior to October 2, 2020 are:

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Please call me (650-251-5110) if you wish to discuss our responses to the comment letter.