Simpson Thacher & Bartlett llp | ||
2475 hanover street palo alto, ca 94304
| ||
telephone: +1-650-251-5000 facsimile: +1-650-251-5002 | ||
Direct Dial Number +1-650-251-5110 |
E-mail Address wbrentani@stblaw.com |
March 26, 2021
Charlie Guidry
Lilyanna Peyser
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
Re: | Experience Investment Corp. - Registration Statement on Form S-4 (333-252529) |
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, Amendment No. 1 to the Registration Statement filed on March 10, 2021 (“Amendment No. 1”) and Amendment No. 2 to the Registration Statement filed on March 26, 2021 (“Amendment No. 2”), 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 March 24, 2021, relating to Amendment No. 1 (the “comment letter”). The Company has filed Amendment No. 2 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. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below have the meanings given to them in Amendment No. 2. 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. |
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Form S-4/A filed on March 10, 2021
Risk Factors
The EIC charter that will be effective following the completion. . . ., page 74
1. | Please revise to state that the exclusive forum provision provides that the federal district courts are the exclusive forum for claims arising under the Securities Act, and that there is uncertainty as to whether a court would enforce such provision. In this regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. |
In response to the Staff’s comment, the Company has revised its disclosure on pages 74-75.
Background of the Transactions, page 90
2. | We note your revised disclosure in response to prior comment 9. Please further revise to explain why the EIC board determined that the Blade transaction was superior to the five potential targets to whom EIC submitted indications of interest or letters of intent. |
In response to the Staff’s comment, the Company has revised its disclosure on page 91.
Blade’s Management's Discussion and Analysis of Financial Condition and Results of Operations Key Business Metric, page 196
3. | We note that your seats flown-all flights metric for the three months ended December 31, 2020 decreased 60% yet your revenue for the same period increased 53%. Please revise your disclosure to discuss how this metric relates to your performance. |
In response to the Staff’s comment, the Company has revised its disclosure on page 197.
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Please call me (650-251-5110) if you wish to discuss our responses to the comment letter.
Very truly yours, | |
/s/ William B. Brentani | |
William B. Brentani |
cc: | Charlie Martin, Chief Financial Officer | |
Experience Investment Corp. | ||
Karen Garnett | ||
Proskauer Rose LLP |